SB-2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LANGUAGE ENTERPRISES CORP.
(Name of small business issuer in its charter)

NEVADA	8999
(State or jurisdiction of	(Primary Standard Industrial
incorporation or organization	Classification Code Number)

13747 57A Avenue
Surrey, BC, Canada
V3X 2V6
604-375-7313 tel
866-878-7187 fax
(Address and telephone number of principal executive offices)

Inc. Plan of Nevada
613 Saddle Rider Court
Henderson, Nevada, 89015
800-462-4633
(Name, address and telephone number of agent for service)

Copies of all communications to:
Penelope O. Green, Barrister & Solicitor
Bacchus Law Group
1511 West 40th Avenue
Vancouver, BC, Canada
V6M 1V7
604-408-5177 fax

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

If any of the securities registered on this form are being offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please 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, check the following
box. [   ]

CALCULATION OF REGISTRATION FEE

	PROPOSED MAXIMUM	PROPOSED MAXIMUM
TITLE OF EACH CLASS OF	AMOUNT TO BE	OFFERING PRICE PER	AGGREGATE OFFERING	AMOUNT OF
SECURITIES TO BE REGISTERED	REGISTERED	SHARE (1)	PRICE	REGISTRATION FEE
Common stock, $0.001 par value per share	1,663,500	$0.10	$166,350	$17.80

(1) The offering price per share for the selling stockholder was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of Regulation C.

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.

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PROSPECTUS
Subject to Completion

LANGUAGE ENTERPRISES CORP.
UP TO 1,663,500 SHARES OF COMMON STOCK

This prospectus relates to the resale, from time to time, of up to 1,663,500 shares of our common stock by the stockholders referred to throughout this prospectus as “selling stockholders”. Jonathan Moore, president, treasurer and director, and Naomi Moore, secretary and director, are each selling 130,000 shares under this Prospectus.

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

NVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. A DETAILED EXPLANATION OF THESE RISKS IS INCLUDED IN THE SECTION ENTITLED "RISK FACTORS" OF THIS PROSPECTUS, BEGINNING ON PAGE 5

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.

We intend to apply to participate in the Over-The-Counter Bulletin Board electronic quotation service maintained by the National Association of Securities Dealers, Inc. The selling stockholders will sell the shares offered pursuant to this prospectus at $0.10 per share until our shares are quoted on the Over-The-Counter Bulletin Board, and thereafter, the selling stockholders will sell those shares at prevailing market prices or privately negotiated prices.

The selling stockholders will receive all of the proceeds from the sales made under this prospectus. Accordingly, we will receive no part of the proceeds from sales made under this prospectus. We are paying the expenses incurred in registering the shares, but all selling and other expenses incurred by the selling stockholders will be borne by them.

The information in this prospectus is not complete and may be changed without notice. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is ______________

Dealer Prospectus Delivery Obligation

Until 90 days after the effective date of this Prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers' obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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TABLE OF CONTENTS

	PAGE
PROSPECTUS SUMMARY	5
RISK FACTORS	6
FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	10
DETERMINATION OF OFFERING PRICE	10
DILUTION	10
MARKET FOR COMMON EQUITY	10
SELLING STOCKHOLDERS	12
PLAN OF DISTRIBUTION	15
LEGAL PROCEEDINGS	16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	16
EXECUTIVE COMPENSATION	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	18
DESCRIPTION OF SECURITIES	18
INTERESTS OF NAMED EXPERTS AND COUNSEL	19
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	19
DESCRIPTION OF THE BUSINESS	20
DESCRIPTION OF PROPERTY	23
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	24
ADDITIONAL INFORMATION	24
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
FINANCIAL STATEMENTS	25

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PROSPECTUS SUMMARY

This summary highlights material information contained elsewhere in this prospectus but does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and related notes, elsewhere in this prospectus and the matters discussed in “Risk Factors” beginning on page 6.

BUSINESS SUMMARY

We were incorporated on October 25, 2005 under the laws of the state of Nevada. We are in the business of brokering the translation of documents and records. We act as an intermediary between clients and the independent, professional translators located throughout the world with whom we are associated. While we maintain an internet presence at www.languageenterprisescorp.com, we are not an internet-based translation service. Clients engage us to source professional translations of their documents and we, in turn, engage an appropriate translator that is acceptable to the client. Our focus is translations from French, Chinese, Russian, Spanish, Portuguese, and German into English, though we are able to source translations to and from of a number of other languages.

Our offices are located at 13747 57A Avenue, Surrey, BC, Canada, V3X 2V6. Our telephone number is 604-375-7313 and our fax number is 866-878-7187.

Our website is www.languageenterprisescorp.com. Information contained at our website is not part of this prospectus.

THE OFFERING

Securities Being Offered: Up to 1,663,500 shares of common stock by the selling stockholders identified herein.

Offering Price: The offering price is $0.10 per share. We intend to apply for a listing of our common stock on the Over-The-Counter Bulletin Board upon our becoming a reporting company under the Securities Exchange Act of 1934. If, as a result, a trading market for our stock commences, the actual price of sale will be determined by market factors.

Terms of the Offering: Subject to compliance with applicable securities laws, the selling stockholders will determine when and how they will sell the common stock offered in this prospectus.

Securities Issued: There are 4,003,500 shares of our common stock issued and outstanding as of the date of this prospectus.

Use of Proceeds: We will not receive any proceeds from the sale of the common stock by the selling stockholders.

SUMMARY SELECTED FINANCIAL INFORMATION

The summarized financial data presented below is derived from and should be read in conjunction with our audited financial statements for the period from October 25, 2005 (date of inception) to July 31, 2006 including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled "Management's Discussion and Analysis" in this prospectus.

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	From October 25, 2005
	(Date of Inception) to
	July 31, 2006
Revenue	$ nil
Expenses	$36,610
Net Loss for the Period	$ (0.02)
Basic Loss Per Share	$ 0.02
	As at
	July 31, 2006
Cash	$ 67,581
Total Assets	$ 69,299
Accumulated Deficit	$ (36,610)
Total Stockholders' Equity	$ 65,732

We were incorporated on October 25, 2005 and we have not completed a full fiscal year.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should consider carefully the risks described below and elsewhere in this prospectus and the information under “Forward-Looking Statements,” together with any added, updated or changed information included in applicable prospectus supplements before you decide to buy the securities. You should understand that it is not possible to predict or identify all factors that could cause our actual results to differ. Consequently, you should not consider any list of factors to be a complete set of all potential risks or uncertainties. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occurs, our business, financial condition or results of operations would likely suffer. In that case, the value of the securities could fall and you may lose all or part of the money you paid to buy the securities.

When we refer to "us", "we", "our" or Language Enterprises throughout this Prospectus and Registration Statement we are referring to Language Enterprises Corp.

WE HAVE AN OPERATING DEFICIT AND HAVE INCURRED LOSSES SINCE INCEPTION.

To date, we have not had profitable operations. We generated a net loss of $36,610 from inception to July 31, 2006, and had an accumulated deficit of $36,610 as of July 31, 2006. In order to become profitable and sustain profitability, we will need to generate revenues to offset our cost of revenues and general and administrative expenses. We may never be able to achieve or sustain our revenue or profit goals.

WE HAVE ONLY A LIMITED OPERATING HISTORY AND THEREFORE FACE A HIGH RISK OF BUSINESS FAILURE AND THIS COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT.

Your evaluation of our business will be difficult because we have a limited operating history. We face a number of risks encountered by early-stage companies, including our need to develop infrastructure to support growth and expansion; our need to obtain long-term sources of financing; our need to establish our marketing, sales and support organizations; and our need to manage expanding operations. Our business strategy may not be successful, and we may not successfully address these risks. If we are unable to sustain profitable operations, investors may lose their entire investment in us.

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WE FACE COMPETITION FROM EXISTING AND POTENTIAL COMPETITORS WHICH COULD ADVERSELY AFFECT OUR BUSINESS

We face competition in the industry. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. Many of our competitors and potential competitors have greater name recognition and more extensive marketing and customer bases that could be leveraged, for example, to position themselves as being more experienced, and having greater expertise. To compete, we may be forced to offer lower prices, increase our marketing budget, and narrow our marketing focus, resulting in reduced revenues, if any.

THE LOSS OF OUR KEY PERSONS, OR OUR FAILURE TO ATTRACT AND RETAIN ADDITIONAL PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.

Our success depends largely upon the efforts, abilities, and decision-making of our officers, Jonathan Moore, president and treasurer, and Naomi Moore, secretary. The loss of either or both of these individuals would have an adverse effect on our operations. We do not currently maintain "key-man" life insurance and there is no contract in place assuring the services of Jonathan and Naomi Moore for any length of time. In addition, our success depends on the efforts and abilities of the professional translators we engage and the availability of these translators. If we are unable to engage new translators and renew and maintain existing relationships, this will have an adverse effect on our operations. In the event that we should lose Jonathan Moore and Naomi Moore and we are unable to find suitable replacements, we may not be able to maintain our business and might have to cease operations, in which case you might lose all of your investment.

OUR COMMON STOCK HAS NO PUBLIC MARKET AND OUR SHARE PRICE MAY DECLINE AFTER THIS OFFERING.

There is currently no public market for our common stock. We cannot assure you that the public market for our common stock will develop after this offering. If an active market for our common stock does not develop, the liquidity of your investment may be limited, and the price of our common stock may decline below what you paid for it.

TWO STOCKHOLDERS OWN A MAJORITY OF OUR COMMON STOCK AND MAY ACT, OR PREVENT CERTAIN TYPES OF CORPORATE ACTIONS, TO THE DETRIMENT OF OTHER STOCKHOLDERS. Jonathan Moore and Naomi Moore each own 1,300,000 common shares, which combined is approximately 65% of our issued and outstanding common stock. After the offering, if they sell all of their shares, they will each own 1,170,000 common shares or 58% of our issued and outstanding common shares. Accordingly, they may exercise significant influence over all matters requiring stockholder approval, including the election of a majority of the directors and the determination of significant corporate actions. This concentration could also have the effect of delaying or preventing a change in control that could otherwise be beneficial to our stockholders.

IF WE ARE UNSUCCESSFUL AT SURMOUNTING DIFFICULTIES NORMALLY FACED BY NEW ENTERPRISES, OUR BUSINESS COULD FAIL, LEADING TO A LOSS BY OUR INVESTORS OF THEIR INVESTMENT CAPITAL.

As noted in our financial statements that are included with this prospectus, we are a development stage company. Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the areas in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These include, but are not limited to, unanticipated problems relating to the development of our brokerage service, marketing

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and competition, and additional costs and expenses that may exceed current estimates. There is limited history upon which to base any assumption as to the likelihood that we will prove successful, and there can be no assurance that we will generate any significant operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely not be successful to the point that investors will receive a return on their investments.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

We have never earned revenues and we have never been profitable. Prior to completion of our development stage, we anticipate that we will incur increased operating expenses while realizing limited or no revenues. Therefore we expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business development, we will not be able to achieve profitability or continue operations.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE LIQUIDITY FOR OUR COMMON STOCK.

Our common stock is subject to regulations of the Securities and Exchange Commission relating to the market for penny stocks. These regulations generally require that a disclosure schedule explaining the penny stock market and the risks associated therewith be delivered to purchasers of penny stocks and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit your ability to sell your securities in the secondary market.

IF WE ISSUE ADDITIONAL SHARES OF COMMON STOCK IN THE FUTURE THIS MAY RESULT IN DILUTION TO OUR EXISTING STOCKHOLDERS.

Our articles of incorporation authorize the issuance of 100,000,000 shares of common stock. Our board of directors has the authority to issue additional shares of common stock up to the authorized capital stated in the articles of incorporation. Our board of directors may choose to issue some or all of such shares to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. It will also cause a reduction in the proportionate ownership and voting power of all other stockholders.

IF OUR ESTIMATES RELATED TO EXPENDITURES ARE ERRONEOUS, OUR BUSINESS MAY FAIL.

Our success is in part dependent upon the accuracy of our management's estimates of expenditures. If such estimates are erroneous or inaccurate we may incur unexpected and/or unnecessary costs that could result in the failure of our business and an investor losing their entire investment. Specifically, our office overhead and marketing budgets for the upcoming year are modest. If unanticipated exigencies significantly increase these budgets, we may be unable to finance operations and our business will fail.

WE ARE A START-UP BUSINESS WITH A SMALL CLIENT BASE AND, IF WE DO NOT EXPAND OUT CUSTOMER BASE, OUR BUSINESS WILL LIKELY FAIL.

We are a start-up business with a small client base. In order to become profitable, we will have to develop a substantial client base and generate sufficient revenues to cover our expenses and eventually become profitable. We may not be successful at attracting clients. If we are unsuccessful at generating revenues from clients, our business will likely fail and you may lose some or all of your investment.

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WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the Securities and Exchange Commission. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

WE HAVE NEVER PAID DIVIDENDS AND DO NOT INTEND TO PAY ANY IN THE FORESEEABLE FUTURE, WHICH MAY DELAY OR PREVENT RECOVERY OF YOUR INVESTMENT.

We have never paid any cash dividends and currently do not intend to pay any dividends in the foreseeable future. If we do not pay dividends, this may delay or prevent recovery of your investment. To the extent that we require additional funding currently not provided for in our financing plan, it is possible that our funding sources might prohibit the payment of dividends.

WE RELY ON THIRD PARTIES TO PROVIDE TRANSLATION SERVICES. OUR BUSINESS WILL BE ADVERSELY AFFECTED TO THE EXTENT THESE THIRD PARTIES DO NOT PROVIDE AN EFFECTIVE SERVICE OR ARE UNABLE TO PROVIDE THE SERVICE ON TERMS ACCEPTABLE TO US.

We act as an intermediary between clients and third party translators who are independent of us. We depend on the quality, timeliness, availability, and competitive pricing of these translators. While we believe the translators will consistently produce and deliver high-quality professional translations, there can be no assurance that they will. Nor is it certain that translation services will available to us in the future, and if available, will be available on financial terms that are acceptable to us and to our clients. Any such quality problems, unavailability of translators or increased costs could have a material adverse effect on our business.

FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements." All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "project," "estimate, "anticipate," "believe," or "continue" or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, (1) risks pertaining to implementation of our business plan; (2) competitive pressures in the translation business; (3) acceptance of our services by customers; (4) costs; (5) availability of suitable translators; (6) general economic and business conditions; and (7) other factors over which we have little or no control. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements set forth above. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.

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USE OF PROCEEDS

The shares of common stock offered by this prospectus are being offered by the selling stockholders. We will not receive any of the proceeds from the sale of shares by the selling stockholders. For information about the selling stockholders, refer to the “SELLING STOCKHOLDERS” section of this prospectus.

DETERMINATION OF OFFERING PRICE

The $0.10 per share offering price of our common stock was determined arbitrarily based on the last sale price from our most recent private placement of common stock. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply for a listing of our common stock on the OTC Bulletin Board at the time this registration statement becomes effective. The selling stockholders will sell at a price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

DILUTION

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

MARKET FOR COMMON EQUITY

Public Market and Reports to Security Holders

Our securities are not listed for trading on any exchange or quotation service. We are not required to comply with the timely disclosure policies of any exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings. Although we are not required to deliver an annual report to security holders, we intend to provide an annual report to our security holders, which will include audited financial statements.

When we become a reporting company with the Securities and Exchange Commission, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission's Public Reference Room at 100 F Street NE,, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that website is http://www.sec.gov.

There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. Of our 4,003,500 shares outstanding, none could currently be sold pursuant to Rule 144 pursuant to the Securities Act of 1933. We have agreed to register 1,663,500 of our issued and outstanding shares pursuant to a registration statement of which this prospectus forms a part. The approximate number of holders of record of shares of our common stock is 40.

There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.

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Equity Compensation Plan Information.

We have no equity compensation plans.

Penny Stock Regulation.

Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks". Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission which contains the following:

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

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

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

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

SELLING STOCKHOLDERS

The following section presents information regarding our selling stockholders. The selling stockholder table and the notes thereto describe each selling stockholder, their relationship to us, and the number of securities being sold.

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The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

Private Placements to Selling Stockholders

Our initial issuance was a private placement of 2,600,000 shares of our common stock to the company’s two founders, Jonathan and Naomi Moore, on January 26, 2006. The shares were issued at a price of $0.01 per share for total cash proceeds of $26,000.

We completed a private placement of 1,200,000 shares of our common stock on March 21, 2006. These shares were issued at a price of $0.02 per share for total cash proceeds of $24,000 from the offering. On May 19, 2006 we completed a private placement of 203,500 shares at a price of $0.10 per share for total cash proceeds of $20,350.

All of our private placements were conducted pursuant to Regulation S of the 1933 Act. Each purchaser under our private placements represented to us that the purchaser was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. All purchasers were given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The selling stockholders named in this prospectus include all of the purchasers who purchased shares pursuant to these Regulation S offerings.

Selling Stockholder Table

The following table provides as of September 7, 2006 information regarding the beneficial ownership of our common stock held by each of the selling stockholders, including:

1. the number of shares owned by each prior to this offering;

2. the total number of shares that are to be offered by each;

3. the total number of shares that will be owned by each upon completion of the offering; and

4. the percentage owned by each upon completion of the offering.

		Total Shares	Total Shares	Percent
	Total Shares	To Be Offered	To Be Owned	Owned Upon
	Owned Prior	For Selling	Upon	Completion
Name of	To This	Stockholder’s	Completion Of	Of This
Selling Stockholder	Offering	Account	This Offering (1)	Offering (1)
Robin Braun	200,000	200,000	0	0
Rob Wilson	200,000	200,000	0	0
Kathleen Gaitt	150,000	150,000	0	0
Gareth Moore	150,000	150,000	0	0

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Adrian Moore	125,000	125,000	0	0
Ted Akune	75,000	75,000	0	0
Ronald Knelsen	62,500	62,500	0	0
Kate Sellers	62,500	62,500	0	0
Rick Maksymiw	50,000	50,000	0	0
Vanessa McCall	50,000	50,000	0	0
Rod Needham	25,000	25,000	0	0
Dean Hamaura	25,000	25,000	0	0
Geoffrey Phillips	25,000	25,000	0	0
Jennie Akune	40,000	40,000	0	0
Mark Schurch	20,000	20,000	0	0
Lance Barrett	20,000	20,000	0	0
Raelene Lund	20,000	20,000	0	0
Richard Bailey	15,000	15,000	0	0
Kim Phillips	15,000	15,000	0	0
Marc Fryer	10,000	10,000	0	0

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Sylvie Trueman	10,000	10,000	0	0
Owen Kelly	10,000	10,000	0	0
Willow Yamauchi	7,500	7,500	0	0
Wendy Akune	7,500	7,500	0	0
Laura Downey	5,000	5,000	0	0
Glenn Kerr	5,000	5,000	0	0
Jodi Carlow	2,500	2,500	0	0
Jackie Lunot	2,500	2,500	0	0
Kathy Ramsay	2,500	2,500	0	0
Lisa Gurevitch	1,500	1,500	0	0
Mark Wilson	1,500	1,500	0	0
Richard Faber	1,500	1,500	0	0
Tracey Bodin	1,500	1,500	0	0
Heather Janzen	1,000	1,000	0	0

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Corey Malanchuk	1,000	1,000	0	0
Hieu Tran	1,000	1,000	0	0
Jarett Saxton	1,000	1,000	0	0
Mike Vandenberg	1,000	1,000	0	0
Jonathan Moore	1,300,000	130,000	1,170,000	32%
Naomi Moore	1,300,000	130,000	1,170,000	32%

(1) Assumes all offered shares will be sold.

The number and percentage of shares beneficially owned is determined in accordance with the Rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the selling stockholder has sole or shared voting power or investment power and also any shares which the selling stockholder has the right to acquire within 60 days.

To our knowledge, other than Jonathan Moore (who is our president, treasurer and a director) and Naomi Moore (who is our secretary and a director) none of the selling stockholders has had a material relationship with us other than as a stockholder as noted above at any time since our inception or has ever been an officer or director of ours. Jonathan Moore and Naomi Moore are married.

None of the selling shareholders are NASD registered broker-dealers or affiliates of NASD registered broker-dealers.

PLAN OF DISTRIBUTION

Selling stockholders will offer their shares at the designated price ($0.10) until their shares are quoted on the Over-the-Counter (OTC) Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We intend to apply to the NASD to have the price of our shares quoted on its Over the Counter (OTC) Bulletin Board electronic quotation service. Our common stock is not currently listed on any national exchange or electronic quotation system. Once a market develops, we will file a post-effective amendment to revise the cover page and plan of distribution to indicate that our shares are quoted on the Over the Counter (OTC) Bulletin Board quotation service and thereafter sales may be made at prevailing market prices or a privately negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

15

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
• an exchange distribution in accordance with the rules of the applicable exchange;
• privately negotiated transactions;
• a combination of any such methods of sale; and
• any other method permitted pursuant to applicable law.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers, directors, and key employees are:

NAME	AGE	POSITION
Jonathan Moore	36	Director, President, Treasurer
Naomi Moore	31	Director, Secretary
Michael Heithaus	32	Director

Our shareholders elect our directors annually and our board of directors appoints our officers annually. Vacancies in our board are filled by the board itself. Set forth below are brief descriptions of the recent employment and business experience of our executive officers and directors.

Jonathan Moore, President, Treasurer and Director, holds a Bachelor of Education degree from the University of Victoria and is currently completing graduate studies in education at Simon Fraser University. Mr. Moore has been a director since October 25, 2005. Since 2000, Mr. Moore has been a teacher with the Surrey School District in British Columbia, Canada.

Naomi Moore, Secretary and Director, Naomi Moore, Secretary and Director, holds a Bachelor of Arts degree in Geography and an Education degree from Simon Fraser University. She also completed the Co-operative Education Program in Geography and Earth Sciences and a certificate in Liberal Arts. Mrs. Moore has worked for various governmental agencies which include, in 1996 the Canadian Department of Fisheries and Oceans in Nanaimo, B.C., in 1997 Environment Canada in Hull, Quebec and in 1997 the Ministry

16

of Forests in Lillooet, British Columbia. Mrs. Moore has been a director since October 25, 2005. Mrs. Moore has been a teacher with the Surrey School District since 2002 and was a teacher with the Coquitlam School District from 2000 to 2002.

Jonathan Moore and Naomi Moore are married.

Micheal Heithaus, PhD, Director, holds a Bachelor’s degree in biology from Oberlin College where he graduated Phi Beta Kappa with highest honors. He completed his PhD at Simon Fraser University in 2001. Dr. Heithaus’ education was supported by a NSF Doctoral Research Fellowship, and numerous other grant sources, including the National Geographic Expeditions Council. He has published more than 30 scientific papers. After completing his PhD, he moved to Sarasota, Florida, where during 2001 and 2002 he completed a one-year postdoctoral position and spent one year as a staff scientist at Mote Marine Laboratory’s Center for Shark Research. Since 2003, Dr. Heithaus is an Assistant Professor of Marine Biology at Florida International University. Dr. Heithaus has been a director since June 30, 2006.

None of our directors have held directorships in other reporting issuers.

Term of office

Our Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or and until his/her successor shall have been elected and qualified until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified or until removed in accordance with our bylaws.

There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining Jonathan Moore, Naomi Moore or Michael Heithaus from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting him of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony.

Committees of the Board of Directors

We presently do not have an audit committee, compensation committee, nominating committee, executive committee, stock plan committee or any other committees.

Audit Committee Financial Expert

Our board of directors carries out the duties of the audit committee. We have no financial expert on our Board of Directors. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Employees and Contractors

We have no significant employees other than Jonathan Moore and Naomi Moore, our officers. Our translators are associated with us pursuant to translation services agreements, which provide that as and when clients engage us to procure a translation, we may contact them with a proposal. Price, timing and other material terms of individual engagements are negotiated on a case-by-case basis.

17

EXECUTIVE COMPENSATION

None of our executives have received any compensation since our inception.

The fair value of management services provided by Jonathan Moore and Naomi Moore has been estimated at $1,500 per month each, for a total of $27,000 from inception to July 31, 2006. This amount has been charged to operations and credited to additional paid in capital during the period.

Our Directors currently do not receive compensation. We do not have any stock option plans at this time.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides certain information as to our officers and directors individually and as a group, and the holders of more than 5% of our common stock, as of January 17, 2006. The person named in the table has sole voting and investing power with respect to all shares of stock owned by him (including the right to acquire within 60 days).

AMOUNT OF BENEFICIAL OWNERSHIP

NAME AND ADDRESS OF	SHARES OF	PERCENT
BENEFICIAL OWNER	COMMON STOCK	OF CLASS
Jonathan Moore President, Secretary, Director 13747 57A Avenue Surrey, BC, V3X 2V6 Canada	1,300,000	32%
Naomi Moore Secretary, Director 13747 57A Avenue Surrey, BC, V3X 2V6 Canada	1,300,000	32%
Dr. Michael Heithaus Director 7871 North Silverado Circle Davie, Florida, 33024 USA	0	0%
All officers and directors as a group (3 persons)	2,600,000	65%

The percent of class is based on 4,003,500 of common stock issued and outstanding as at September 7, 2006.

DESCRIPTION OF SECURITIES

General

We are authorized to issue of up to 100,000,000 shares of common stock, $0.001 par value per share. The following summary does not purport to be complete. As of September 7, 2006, there were 4,003,500 shares of our common stock issued and outstanding. The board of directors may issue additional shares of common stock without the consent of the common stockholders.

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Voting Rights

Each outstanding share of common stock is entitled to one vote. The common stockholders do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares voting for the election of directors can elect all of the directors to be elected, if they so choose.

No Preemptive Rights

Holders of common stock are not entitled to any preemptive rights.

Dividends and Distributions

Holders of common stock are entitled to receive such dividends as may be declared by the directors out of funds legally available for dividends and to share pro rata in any distributions to holders of common stock upon liquidation or otherwise. However, we have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.

Transfer Agent

We have appointed, as our transfer agent, OTR, Inc., 1000 SW Broadway, Suite 920, Portland, OR, USA, 97205, Tel +1-503-225-0375 Fax +1-503-273-9168

INTERESTS OF NAMED EXPERTS AND COUNSEL

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

The financial statements included in this prospectus and in the registration statement have been audited by Morgan & Company of Vancouver, British Columbia, to the extent and for the period set forth in their report appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified by our by-laws to the fullest extent not prohibited by Nevada law, provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers. Our by-laws provide that we are not required to indemnify a director or officer in connection with a proceeding initiated by such person unless (1) required by law, (2) the proceeding was authorized by our board of directors, (3) the indemnification is provided pursuant to the powers vested in us by Nevada law, or (4) such indemnification is required to be given pursuant to the by-laws. Our by-laws further provide that we may advance funds to an indemnified officer or director to assist with his or her defence, except where a determination is made by a quorum of disinterested directors or independent legal counsel that the indemnified person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

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Nevada Revised Statutes Section 78.7502 allows for the indemnification of all officers, directors, employees, stockholders, or agents of a corporation for all actions that they take on behalf of the corporation that they had reasonable cause to believe was legal. This indemnification can include any civil, criminal and administrative action. Indemnification of a director or officer whose acts or omissions involved intentional misconduct, fraud or a knowing violation of law is prohibited.

WE HAVE BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT, AND IS, THEREFORE, UNENFORCEABLE.

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

DESCRIPTION OF THE BUSINESS

Summary

We were incorporated on October 25, 2005 under the laws of the state of Nevada. We aspire to be a leading translation broker. We act as an intermediary between clients and the independent, professional translators located throughout the world with whom we are associated. While we maintain an internet presence at www.languageenterprisescorp.com, we are not an internet-based translation service. Clients engage us to source professional translations of their documents and we, in turn, engage an appropriate translator that is acceptable to the client. Our focus is translations between the world’s main commercial and scientific languages. Public companies operating in the resource sectors of oil & gas and mining often require professional independent translations of technical and other documents. We market our services to these potential clients in particular.

Business Development

Language Enterprises Corp. was initially conceived by the Company’s founders, Jonathan Moore and Naomi Moore, in spring, 2005. During the spring and summer of 2005 they conducted research into the translation business. They perceived a demand for technical translation services related to increased investment in mineral and oil and gas exploration globally. On October 25, 2005 they incorporated Language Enterprises Corp. Jonathan Moore and Naomi Moore are currently the Company’s only employees.

Our management believes that many of the companies engaged in natural resource exploration are public companies or in the process of going public. These companies are subject to significant regulation. They are normally required to publish audited annual financial statements and comply with ongoing continuous disclosure and regulatory filing requirements. In English-speaking countries, regulations typically provide that much of this disclosure must be made in English. For example, Regulation S-T Rule 306 under the Securities Act of 1933 and Exchange Act of 1934, which governs the treatment of foreign language documents being filed electronically with the Securities and Exchange Commission, currently prohibits the filing of foreign language documents in electronic format. It also requires the electronic submission of a fair and accurate English translation of any document, required as an exhibit or attachment to a filing that is in a foreign language (see http://sec.gov/rules/final/33-8099.htm#treatment). Under this Rule, filers may file English language summaries of minor documents, but for significant documents, an English translation of the complete document must be filed. Regulatory regimes in other countries have similar requirements. It is our view that these regulatory requirements represent a business opportunity for Language Enterprises Corp.

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Our first step after incorporation was to engage appropriate translators. From January, 2006 until March, 2006 we engaged approximately 50 translators under our standard form engagement agreement. Our focus was on engaging translators able to translate the world’s main commercial and scientific languages (such as French, Chinese, Russian, Spanish, Portuguese, and German) into English, however we are able to source the translation of a number of other languages. Many of our translators have technical backgrounds in oil & gas and mining. The agreements with our translators are mutually non-exclusive, in that we may contact multiple translators about a particular job and the translators themselves are free to work for other clients without restriction. The agreement provides that as and when we are requested to procure a translation, we may contact the translator with a proposal. Price, timing and other material terms of individual jobs are to be negotiated on a case-by-case basis. The agreements explicitly restrict circumvention of Language Enterprises Corp. by the translator and impose enhanced confidentiality obligations which are in addition to the confidentiality obligations already imposed by the professional translators’ organizations. All of our translators have represented to us that they are members of a recognized professional translators’ association.

Each of our translators has entered into our standard form engagement agreement which contains the following key terms:

- We may post a summary of the translator’s background on our website to demonstrate to clients the range of skills available through us.

- As and when clients engage us to procure a translation that suits a particular translator’s skills, we may contact that translator with a proposal. Price, timing and other material terms of individual jobs are to be negotiated on a case-by-case basis.

- The translator agrees to not circumvent us.

- The translator’s work is to be reviewed at agreed milestone dates. If a deadline is unworkable, the translator must renegotiate the deadline as soon as this becomes apparent. Failure to renegotiate a reasonable deadline in advance permits us to terminate a contract.

- Negotiated fees are to include the cost of materials and supplies necessary for completion of the project. It is the translator’s responsibility to renegotiate the fee with us before incurring any costs in addition to this maximum. Translators are to keep a timesheet, noting translation time and the days on which the work was done. The translator is responsible for the cost of delivering work to us by courier, unless otherwise agreed upon. If a translator is more than 24 hours late meeting a deadline without notifying us in advance, we can terminate the contract.

- We reserve the right to revise the final translation.

- The translator does not retain copyright of translated material. We retain the right to use, revise, adapt, or alter material as we choose. However, the translator is to be recognized as the translator of the material unless they choose to have their name removed.

- The translator agrees to maintain the confidentiality of all communications and documents.

Our business model is to provide a one stop translation management service for clients. In other words, a client’s management is able to contact us regarding a translation and then we manage the translation job from start to finish. When a client contacts us regarding a particular translation, we prepare a work project proposal that we then circulate to the appropriate translator or translators. Under our model, the translators then reply to our proposal and, if they are available to work on the particular project, they agree to the project proposal or offer amended terms. We then add our fee to the price that has been agreed with the translator and forward a job proposal to the client.

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We have conducted only preliminary client development to-date. This has been principally by word of mouth, relying on management’s connections with the business community in British Columbia. During April and May, 2006 we entered into agreements to provide translation services to two Vancouver-based natural resource issuers, Toro Resources Corp. and Magnus International Resources Inc. Toro currently operates in North America while Magnus operates in China. We have not yet realized any revenues from these relationships. Under our agreements with these companies, we have agreed to endeavour to respond to requests for detailed quotes within 72 hours. Each quote is to include a description of our translators’ qualifications, price, proposed milestones, deposit and payment terms, special costs relating to the specific project, and a proposal regarding style and content. The clients agree to not circumvent us and we agree to maintain the confidentiality of sensitive information.

Research and Development Activities

Other than time spent researching our proposed business we have not spent any funds on research and development activities to date. Research and development is not expected to be a significant ongoing expense of our business.

Environmental Laws

Our operations are not subject to any environmental laws.

Regulation

We do not require any government approvals in order to conduct our business. We will be subject to common securities, business, and tax rules and regulations. Governmental regulations do not, and are not expected to, materially impact our business. Our translators are regulated by their respective professional translators’ associations.

Employees

Our only employees are our president and treasurer, Jonathan Moore, and our secretary, Naomi Moore.

Status of any publicly announced new products

We have not publicly announced any new products.

Competition

The marketplace for translation services is large, diverse, and well-established. We compete against individual translators, translation businesses, and online (web-based) translators. Many translators and translation businesses have significant and established online presences which give them an advantage over us in marketing their services. For example, Vox Translations, All Translations, and Translation Services, USA all appear at or near the top of internet searches for translation services. These and many other companies claim to have in-house translators available to provide translation services on short notice. While having in-house translators is advantageous in that it can guarantee access to translators, in our view it is a potential disadvantage to the extent the translators represent an excessive ongoing overhead expense. Our business model is to avoid the overhead expense of maintaining an in-house staff, and instead utilize translators that we have a formal relationship with on an as-needed basis. We intend to focus on technical translation for the resource sectors of oil & gas and mining. We believe this concentration will enable us to provide a superior, specialized service to businesses in these industries.

We are not the only translation broker in the marketplace. www.translationbroker.com, for example, may represent significant competition.

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DESCRIPTION OF PROPERTY

We do not lease or own any real property. We maintain our corporate office at 13747 57A Ave, Surrey, BC, Canada V3X 2V6. This office space is in the home of Jonathan Moore and Naomi Moore, the Company’s officers. It is currently sufficient. However, as our business operations grow, it will be necessary for us to seek appropriate outside office space. Management believes suitable office space will be available when it is needed.

The fair value of the office space provided by Jonathan and Naomi Moore has been estimated at $500 per month since inception. An amount of $4,500 for the office space has been charged to operations for the period from inception to July 31, 2006, with a credit to additional paid in capital.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

In addition to leveraging existing relationships management has with companies operating in the oil & gas and mining sectors, we are planning a targeted marketing campaign. We intend to conduct a printed material mailout and, in conjunction, a telephone and email marketing campaign. The target of that campaign will be companies in the oil & gas and mining sectors. We will also target the businesses that provide professional services to those companies, such as law firms, accounting firms and engineering businesses. These businesses are typically in direct or indirect contact with regulators and, we believe, significantly influence decisions by companies regarding translations. Also, they sometimes engage translators directly on behalf of their clients.

The marketing campaign will be conducted on a small scale initially. We intend to conduct follow-up telephone calls and emails not only to secure clients targeted by the initial mailout, but to survey the effectiveness of the marketing materials. Depending on the success of the initial marketing campaign and the results of our follow-up survey, we may expand the marketing campaign or modify our marketing strategy.

We also plan to register our website with various principal internet search engines such as Google, Yahoo, and MSN in order to increase our visibility on the internet using internet services such as Traffic Blazer. There is a cost associated with using these services (see our anticipated expenses, below).

We believe we have sufficient cash on hand to sustain our operations for the next 12 months. As of July 31, 2006 we had $67,581 in cash. Such funds will be sufficient to enable us to conduct our initial marketing campaign and administer and maintain operations. If we desire to grow our business more quickly than planned, or if we incur unanticipated expenses, we may need to raise additional capital. In our last fiscal year, we successfully raised initial funds through private placements of our common stock. In the future, we may conduct additional private placements should there be need for additional funds. There is no assurance that such private placements will be successful. If we require additional capital but we are unable to raise it through private placements or other means, Jonathan Moore, our president, treasurer and a director, has agreed to loan us $40,000 on an as-needed basis to fund operations and expenses, with terms of the loan to be determined at time of lending. Interest charged will not exceed the prevailing bank prime rate plus 2%.

We anticipate generating revenue from our business during the next 12 months but there can be no assurance that we will be successful in doing so.

As of July 31, 2006 we had $67,581 in cash. Our budget for the next 12 months is:

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CATEGORY		BUDGETED AMOUNT
Marketing	$	5,000
Legal	$	8,000
Office and Administration	$	10,000
Accounting	$	8,000
Audit	$	10,000
Transfer Agent	$	2,500
Contingency/Miscellaneous	$	5,000
Total	$	48,500

Other than studying the effectiveness of our planned marketing campaign, we do not plan any product research and development during the next 12 months. We do not expect to purchase or sell plant or significant equipment. We do not expect significant changes in the number of our employees.

Off Balance Sheet Transactions

We have had no off balance sheet transactions.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

With the exception of the transactions referenced below, none of the following parties has, since our date of incorporation, any material interest, direct or indirect, in any material transaction or proposed transaction with us:

1.	Any of our directors or officers;
2.	Any person proposed as a nominee for election as a director;
3.	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
4.	Any of our promoters;
5.	Any relative or spouse of any of the foregoing persons who has the same house as such person.

Jonathan Moore, our president, treasurer and a director, has agreed to loan us $40,000 on an as-needed basis to fund operations and expenses, with terms of the loan to be determined at time of lending. Interest charged will not exceed the prevailing bank prime rate plus 2%. The Company’s initial issuance was a private placement to the company’s two founders, Jonathan and Naomi Moore, of 2,600,000 shares of our common stock (1,300,000 each), on January 26, 2006. The shares were issued at a price of $0.01 per share for total cash proceeds of $26,000.

These private placements were conducted pursuant to Regulation S of the 1933 Act. Each purchaser under our private placements represented to us that the purchaser was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. All purchasers were given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The selling stockholders named in this prospectus include all of the purchasers who purchased shares pursuant to these Regulation S offerings.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

24

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

FINANCIAL STATEMENTS 

JULY 31, 2006 
(Stated in U.S. Dollars)

25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors of
Language Enterprises Corp.
(A Development Stage Company)

We have audited the accompanying balance sheet of Language Enterprises Corp. (a development stage company) as of July 31, 2006 and the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the period from inception, October 25, 2005 to July 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2006 and the results of its operations and its cash flows for the period ended July 31, 2006 in conformity with United States generally accepted accounting principles.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Vancouver, Canada	“Morgan & Company”
August 18, 2006	Chartered Accountants

Tel: (604) 687-5841		P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075		Sute 1488 - 700 West Georgia Street
www.morgan-cas.com		Vancouver, B.C. V7Y 1A1

F-1

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

BALANCE SHEET 

JULY 31, 2006
(Stated in U.S. Dollars)

ASSETS
Current
Cash	$	67,581
Prepaid expenses		1,326
		68,907
Office Equipment (Note 3)		392
	$	69,299
LIABILITIES
Current
Due to related party (Note 4)	$	3,567
STOCKHOLDERS' EQUITY
Capital Stock (Note 5)
Authorized:
100,000,000 common shares with a par value of $0.001 per share
Issued and outstanding:
4,003,500 comon shares		4,004
Additional paid-in capital		97,846
		492
Accumulated Other Comprehensive Income		(36,610	)
Deficit Accumulated During The Development Stage		65,732
	$	69,299

The accompanying notes are an integral part of these financial statements

F-2

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

STATEMENT OF OPERATIONS 

PERIOD FROM INCEPTION, OCTOBER 25, 2005, TO JULY 31, 2006
(Stated in U.S. Dollars)

	$	-
Revenue
Expenses
Amortization		12
Bank charges		179
Communications		812
Filing fees		426
Foreign exchange loss		18
Legal fees		844
Management services (Note 4)		27,000
Office expenses		279
Rent (Note 4)		4,500
Travel and Entertaining		521
Website development		2,019
		36,610
Net Loss For The Period	$	(36,610	)
Basic And Diluted Loss Per Share	$	(0.02	)
Weighted Average Number Of Shares Outstanding		2,177,260

STATEMENT OF COMPREHENSIVE LOSS 
(Stated in U.S. Dollars)

		2006
Net Loss	$	36,610
Other Comprehensive Income
Foreign currency translation adjustment		(492	)
Comprehensive Loss	$	36,118

The accompanying notes are an integral part of these financial statements

F-3

LANGUAGE ENTERPRISES CORP.

(A Development Stage Company)

STATEMENT OF CASH FLOWS 

PERIOD FROM INCEPTION, OCTOBER 25, 2005, TO JULY 31, 2006

(Stated in U.S. Dollars)

Cash Flows From Operating Activities
Net loss for the period	$	(36,610	)
Adjustments To Reconcile Net Loss To Net Cash Used In Development Activities
Amortization		12
Rent (Note 4)		4,500
Management services (Note 4)		27,000
Deposits for services		(1,326	)
		(6,424	)
Cash Flows From Investing Activity
		(404	)
Purchase of office equipment
Cash Flows From Financing Activities
Due to related party		3,567
Issue of common stock		70,350
		73,917
Effect Of Exchange Rate Changes On Cash		492
Net Increase In Cash		67,581
Cash, Beginning Of Period		-
Cash, End Of Period	$	67,581
Supplemental Disclosures Of Cash Flow
Information
Interest paid	$	-
Income taxes paid	$	-

The accompanying notes are an integral part of these financial statements

F-4

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

STATEMENTOF STOCKHOLDERS’ EQUITY

PERIOD FROM INCEPTION, OCTOBER 25, 2005, TO JULY 31, 2006
(Stated in U.S. Dollars)

	COMMON STOCK						DEFICIT
	NUMBER						ACCUMULATED			ACCUMULATED
	OF				ADDITIONAL		DURING THE			OTHER
	COMMON		PAR		PAID-IN		DEVELOPMENT			COMPREHENSIVE
	SHARES		VALUE		CAPITAL		STAGE			INCOME		TOTAL
Balance, October 25, 2005 (Date of inception)	-	$	-	$	-	$	-		$	-	$	-
January 26, 2006 – Shares issued for cash at $0.01	2,600,000		2,600		23,400		-			-		26,000
March 26, 2006 – Shares issued for cash at $0.02	1,200,000		1,200		22,800		-			-		24,000
May 19, 2006 – Shares issued for cash at $0.10	203,500		204		20,146		-			-		20,350
	-		-		-					492		492
Foreign currency translation
Fair value of rent and management services donated by  Directors (Note 4)	-		-		31,500		-			-		31,500
Net loss for the period	-		-		-		(36,610	)		-		(36,610	)
Balance July 31, 2006	4,003,500	$	4,004	$	97,846	$	(36,610	)	$	492	$	65,732

The accompanying notes are an integral part of these financial statements

F-5

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2006 
(Stated in U.S. Dollars)

1.	OPERATIONS
	a)	Organization
		Language Enterprises Corp. was incorporated under the laws of Nevada, U.S.A., on October 25, 2005. The Company’s principal executive offices are in Surrey, British Columbia, Canada. The Company’s intended year end is July 31, 2006.
	b)	Development Stage Activities
		The Company was formed to broker the professional translation of documents. The Company markets its services in particular to public companies operating internationally in the resource sectors of oil and gas and mining. The Company is in the development stage and has not yet realized any revenues from its operations. Successful completion of the Company’s development program and its transition, ultimately to the attainment of profitable operations, is dependent upon it generating a significant level of business and obtaining adequate financing to fulfil its development activities.
2.	SIGNIFICANT ACCOUNTING POLICIES
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. 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.
	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
	a)	Development Stage Company
		The Company is a development stage company as defined in the Statement of Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and has only recently commenced operations. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

F-6

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2006 
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	b)	Cash
		For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. At July 31, 2006, the Company had no cash equivalents.
	c)	Office Equipment
		Office equipment is recorded at cost and is amortized at rates which will reduce original cost to estimated residual value over the assets’ useful life of three years. Maintenance and repairs that do not extend an assets life are charged to expense as incurred.
	d)	Foreign Currency Translation
		The Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:
		i)	monetary items at the rate prevailing at the balance sheet date;
		ii)	non-monetary items at the historical exchange rate;
		iii)	revenue and expense at the average rate in effect during the applicable accounting period.
	e)	Financial Instruments
		The Company’s financial instruments consist of cash, deposits for services and amounts due to related party.
		Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

F-7

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2006 
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	f)	Income Taxes
		The Company has adopted Statement of Financial Accounting Standards (“SFAS”) No. 109 – “Accounting for Income Taxes” (SFAS 109). This standard requires the use of the asset and liability approach for accounting and reporting on income taxes. Deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
		The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is not more likely than not that a deferred tax asset will be realized, a valuation allowance is provided.
	g)	Stock Based Compensation
		The Company accounts for stock based employee and director compensation arrangements in accordance with provisions of Accounting Principles Board (“APB”) Opinion No. 25 – “Accounting for Stock Issued to Employees”, and related interpretations, and complies with the disclosure provisions of SFAS No. 123 – “Accounting for Stock Based Compensation”. Stock based compensation arrangements for non-employees are recorded at fair value as the services are provided and the compensation earned.
	h)	Concentration of Credit Risk
		Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash.
	i)	Basic and Diluted Loss Per Share
		In accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At July 31, 2006 the Company has no common stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

F-8

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2006 
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	j)	Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
		The Company reviews long-lived assets and including identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
	k)	Comprehensive Income (Loss)
		The Company has adopted SFAS No. 130 – “Reporting Comprehensive Income”. SFAS No. 130 establishes standards for reporting and displaying comprehensive income (loss) and its components.
	l)	Use of Estimates
		The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates.
	m)	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.
3.	OFFICE EQUIPMENT

		July 31, 2006
Office equipment	$	404
Less: Accumulated amortization		(12	)
	$	392

F-9

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2006 
(Stated in U.S. Dollars)

4.	RELATED PARTY TRANSACTIONS
	a)	Due to Related Party
		The amount of $3,567 is due to a director of the Company for expenses paid on behalf of the Company, the amount was incurred in the normal course of business and is valued at the exchange amount. This amount was advanced without interest and is due on demand.
	b)	Services Rendered by Related Parties
		The fair value of management services of $27,000 and rent of $4,500 contributed by the directors was charged to operations and credited to additional paid in capital during the period.
5.	COMMON STOCK
	On January 26, 2006, the Company sold 2,600,000 shares of its common stock at $0.01 per share for cash to the directors, for total consideration of $26,000.
	On March 21, 2006, the Company sold 1,200,000 share of its common stock at $0.02 per share for cash for total consideration of $24,000.
	On May 19, 2006, the Company sold 203,500 share of its common stock at $0.10 per share for cash for total consideration of $20,350.
6.	INCOME TAXES
	a)	Income Tax Provision
		The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% to income before income taxes. The difference results from the following items:

Computed expected (benefit of) income taxes	$	(12,300	)
Increase in valuation allowance		12,300
Income tax provision	$	-

F-10

LANGUAGE ENTERPRISES CORP.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2006 
(Stated in U.S. Dollars)

6. INCOME TAXES (Continued)

b) Significant components of the Company’s deferred income tax assets are as follows:

Deferred income tax assets	$	12,300
Valuation allowance		(12,300	)
Net deferred tax assets	$	-

c) The Company has incurred operating losses and approximately $36,100 which, if unutilized, will expire in 2026. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:

		INCOME TAX OPERATING
		LOSS CARRY FORWARD
			EXPIRATION
		AMOUNT	DATE
2006	$	36,100	2026
Total income tax operating loss carry forward	$	36,100

F-11

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws. Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal profit; and
(4) willful misconduct.

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

(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.

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

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

26

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by the registrant in connection with the securities being registered are as follows:

Securities and Exchange Commission filing fee	$	17.80
Accounting fees and expenses	$	7,000.00
Legal fees and expenses	$	4,000.00
Transfer agent fees and expenses	$	1,000.00
Printing expenses	$	1,000.00
Miscellaneous expenses	$	1,500.00
Total	$	14,517.80

All amounts are estimates except the SEC filing fee. The Selling Stockholders will be bearing the cost of their own brokerage fees and commissions and their own legal and accounting fees.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The Company’s initial issuance was a private placement to the company’s two founders, Jonathan and Naomi Moore, of 2,600,000 shares of our common stock (1,300,000 each), on January 26, 2006. The shares were issued at a price of $0.01 per share for total cash proceeds of $26,000.

We completed a private placement of 1,200,000 shares of our common stock to 13 placees on March 21, 2006. These shares were issued at a price of $0.02 per share for total cash proceeds of $24,000. On May 19, 2006 we completed a private placement of 203,500 shares 25 placees at a price of $0.10 per share for total cash proceeds of $20,350.

All of our private placements were conducted pursuant to Regulation S of the 1933 Act. Each purchaser under our private placements represented to us that the purchaser was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. All purchasers were given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The selling stockholders named in this prospectus include all of the purchasers who purchased shares pursuant to these Regulation S offerings.

27

ITEM 27. EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Opinion and Consent of Bacchus Law Group
10.1	Form of Translator Engagement Agreement
10.2	Translation Services Agreement with Toro Resources Corp.
10.3	Translation Services Agreement with Magnus International Resources, Inc.
10.4	Jonathan Moore Loan Letter
23.1	Consent of Morgan & Company, Chartered Accountants

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the issuer pursuant to the foregoing provisions, or otherwise, the issuer has 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 the Registrant of expenses incurred or paid by a director, officer or controlling person of the issuer 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, the issuer 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.

The Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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

28

(c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

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

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

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

29

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Surrey, British Columbia on September 11, 2006.

LANGUAGE ENTERPRISES CORP.

By: /s/ Jonathan Moore                 
      Jonathan Moore, Chief Executive Officer

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

SIGNATURE	TITLE	DATE
/s/ Jonathan Moore	President, Treasurer and Director	September 11, 2006
(Principal Executive Officer,
Chief Financial Officer and
Chief Accounting Officer)
/s/ Naomi Moore	Secretary and Director	September 11, 2006

30

EX-3.1

Exhibit 3.1 Articles of Incorporation

EX-3.2

Exhibit 3.2 BYLAWS

BYLAWS
OF
LANGUAGE ENTERPRISES CORP.
(A NEVADA CORPORATION)

ARTICLE I
OFFICES

     SECTION 1.      REGISTERED OFFICE. The registered office of the corporation in the State of Nevada shall be in the City of Las Vegas, State of Nevada.

     SECTION 2.      OTHER OFFICES. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

     SECTION 3.      CORPORATE SEAL. If the corporation has a corporate seal, it shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The existence and use of a corporate seal is optional. Nonuse of a seal shall not in any way affect the legality of any document to which the corporation is a party.

ARTICLE III
STOCKHOLDERS' MEETINGS

     SECTION 4.      PLACE OF MEETINGS. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

     SECTION 5.      ANNUAL MEETING.

     (a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Failure to hold an annual meeting shall not work to dissolve the corporation or pierce the corporate veil other than as required by applicable law. If directors are not elected during any calendar year, the corporation shall not for that reason be dissolved, but every director shall continue to hold office and discharge his duties until his or her successor has been elected.

     (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto)

given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

     (c) Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act

(including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

     (d) For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

SECTION 6.      SPECIAL MEETINGS.

     (a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time as the Board of Directors, shall determine.

     (b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

     SECTION 7.      NOTICE OF MEETINGS. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not

lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

     SECTION 8.      QUORUM. At all meetings of stockholders, except where a greater requirement is provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of 33 1/3 percent of the outstanding shares of the corporation's common voting stock shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

     SECTION 9.      ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     SECTION 10.      VOTING RIGHTS. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

     SECTION 11.      JOINT OWNERS OF STOCK. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with

respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

     SECTION 12.      LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

     SECTION 13.      ACTION WITHOUT MEETING. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

     SECTION 14.      ORGANIZATION.

     (a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

     (b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV
DIRECTORS

     SECTION 15.      NUMBER AND QUALIFICATION. The authorized number of directors of the corporation shall be not less than one (1) nor more than nine (9) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

     SECTION 16.      POWERS. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

     SECTION 17.      ELECTION AND TERM OF OFFICE OF DIRECTORS. Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.

     SECTION 18.      VACANCIES. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

     SECTION 19.      RESIGNATION. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

     SECTION 20.      REMOVAL. Subject to the Articles of Incorporation, any director may be removed by:

     (a) the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause; or

     (b) the affirmative and unanimous vote of a majority of the directors of the Corporation, with the exception of the vote of the directors to be removed, with or without cause.

     SECTION 21.      MEETINGS.

     (a) ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is

held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

     (b) REGULAR MEETINGS. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

     (c) SPECIAL MEETINGS. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

     (d) TELEPHONE MEETINGS. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

     (e) NOTICE OF MEETINGS. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

     (f) WAIVER OF NOTICE. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

     SECTION 22.      QUORUM AND VOTING.

     (a) Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

     (b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

     SECTION 23.      ACTION WITHOUT MEETING. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

     SECTION 24.      FEES AND COMPENSATION. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

     SECTION 25.      COMMITTEES.

     (a) EXECUTIVE COMMITTEE. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

     (b) OTHER COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

     (c) TERM. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the

Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

     (d) MEETINGS. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

     SECTION 26.      ORGANIZATION. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

     SECTION 27.      OFFICERS DESIGNATED. The officers of the corporation shall include the President, the Secretary, and the Treasurer. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

     SECTION 28.      TENURE AND DUTIES OF OFFICERS.

     (a) GENERAL. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy

may be filled by the Board of Directors.

     (b) DUTIES OF PRESIDENT. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

     (c) DUTIES OF SECRETARY. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     (d) DUTIES OF TREASURER. The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     SECTION 29.      DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

     SECTION 30.      RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

     SECTION 31.      REMOVAL. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

     SECTION 32.      EXECUTION OF CORPORATE INSTRUMENT. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

     Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

     All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do.

     Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     SECTION 33.      VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII
SHARES OF STOCK

     SECTION 34.      FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary,

all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

     SECTION 35.      LOST CERTIFICATES. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

     SECTION 36.      TRANSFERS.

     (a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

     (b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Nevada.

     SECTION 37.      FIXING RECORD DATES.

     (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders

entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     SECTION 38.      REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

     SECTION 39.      EXECUTION OF OTHER SECURITIES. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX
DIVIDENDS

     SECTION 40.      DECLARATION OF DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

     SECTION 41.      DIVIDEND RESERVE. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X
FISCAL YEAR

     SECTION 42.      FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI
IMMUNITY AND INDEMNIFICATION

     SECTION 43.      IMMUNITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a) DIRECTOR IMMUNITY. Directors will be immune from monetary liabilities to the fullest extent not prohibited by Nevada law. Excepted from that immunity are:

• a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;

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

• a transaction from which the director derived an improper personal profit; and

• willful misconduct.

     (b) DIRECTORS AND OFFICERS. The corporation will indemnify its directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under Nevada law or (iv) such indemnification is required to be made pursuant to these Bylaws.

     (c) EXPENSE. The corporation will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint

venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under these Bylaws.

     No advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

ARTICLE XII
NOTICES

     SECTION 44.      NOTICES.

     (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

     (b) NOTICE TO DIRECTORS. Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

     (c) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

     (d) TIME NOTICES DEEMED GIVEN. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

     (e) METHODS OF NOTICE. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

     (f) FAILURE TO RECEIVE NOTICE. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to

act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

     (g) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

     (h) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XII
AMENDMENTS

     SECTION 45.      AMENDMENTS.

     The Board of Directors shall have the power to adopt, amend, or repeal these Bylaws.

EX-5.1

5.1                Opinion and Consent of Bacchus Law Group

EX-10.1

10.1                                                 Form of Translator Engagement Agreement

LANGUAGE ENTERPRISES CORP.

13747 - 57 A Ave

Surrey, B.C. V3X 2V6

info@languageenterprisescorp.com

tel: 604-375-7313

fax: 866-878-7187

[Date]

[Translator’s address]

Dear [Translator’s name],

Translation services

This letter is further to our recent discussions. As you know, Language Enterprises Corp. operates a translation brokerage service with a broad capability but specializing in the translation of technical mineral resource and oil and gas resource documentation. We market our services to small and medium-sized resource companies operating internationally that lack in-house translators. Clients engage us to procure timely and accurate translations of their documents. We maintain a stable of translators with various languages and specialties.

This letter constitutes a formal offer to become part of our team, subject to the terms and conditions set out below. If you accept these terms, please sign where indicated at the foot of this letter and transmit it back to us by facsimile at 866-878-7187.

TERMS

1.	You agree to provide us with a curriculum vitae indicating your education, skills, experience, and references. We may post a summary of your background on our website to demonstrate to clients the range of skills available at Language Enterprises Corp.
2.	As and when clients engage us to procure a translation that suits your skills, we may contact you with a proposal. Price, timing and other material terms of individual jobs will be negotiated on a case-by- case basis.
3.	You agree to not circumvent Language Enterprises Corp.
4.	Unless otherwise agreed in writing, the following guidelines will apply to the working relationship between Language Enterprises Corp. and you:
	a.	Hours. It is your responsibility to renegotiate the maximum number of hours with Language Enterprises Corp. before working additional hours.
	b.	Translation. Your translation will be clear, legally accurate and readable.
	c.	Consult. You will consult with Language Enterprises Corp. or the end client if you need clarification on terminology or content to ensure quality of the product.
	d.	Format. You will save your work in an appropriate and compatible file format.

e.	Delivery. You will receive a copy of the e-file in Microsoft Word and/or a printout of the manuscript. You are responsible for delivering the translated/adapted manuscript and updated e-file to Language Enterprises Corp.
f.	Deadlines. Your work will be reviewed at agreed milestone dates. Language Enterprises Corp. recommends that you submit an invoice after reaching each milestone. If a deadline is unworkable, you must renegotiate the deadline as soon as this becomes apparent. We must have at least 24 hours notice. Failure to renegotiate a reasonable deadline in advance permits Language Enterprises Corp. to terminate a contract.
g.	Time. Time is of the essence.
h.	Fee. Your fee will include the cost of materials and supplies necessary for completion of the project. It is your responsibility to renegotiate your fee with Language Enterprises Corp. before incurring any costs in addition to this maximum. You will keep a timesheet, noting translation time and the days on which the work was done. You are responsible for the cost of delivering work to Language Enterprises Corp. by courier, unless otherwise agreed upon.
i.	Records. You must keep proof of all time records and records of expenses incurred. Language Enterprises Corp. will have free access to these records, invoices, and receipts for auditing purposes.
j.	Payment. Payment shall be made to you within forty-five (45) days upon receipt by Language Enterprises Corp. of proper invoices for the deliverables, subject to acceptance of the deliverables by Language Enterprises Corp., acting reasonably. Payment will be sent by mail unless otherwise specified on the invoice. The work must be delivered on the date(s) agreed, unless you and Language Enterprises Corp. agree on an extension at least 24 hours in advance.
k.	Termination. If you are more than 24 hours late meeting a deadline without notifying Language Enterprises Corp. in advance, Language Enterprises Corp. can terminate the contract.
l.	Language Enterprises Corp.’s rights. Language Enterprises Corp. reserves the right to revise the final translation.
m.	Copyright. You agree that copyright of all material produced remains with Language Enterprises Corp. We will retain the right to use, revise, adapt, or alter material as we choose. You agree that Language Enterprises Corp. may reproduce the work at any time for any purpose. You will be recognized as the translator of the material. If Language Enterprises Corp. changes the material, you will have 2 days to review the document and determine if you wish to have your name removed from it. You agree to be available to Language Enterprises Corp. to clarify information.
n.	Notify of change. You shall notify Language Enterprises Corp. in a timely manner when you have reason to believe a change to an agreement is warranted.
o.	Approval required. No changes, modifications, enhancements, corrections or updates to the scope, schedule or costs provided in an agreement shall be made by you without the prior written approval and consent of Language Enterprises Corp.
p.	Payment to date of termination. Language Enterprises Corp. reserves the right to terminate a contract. You will be paid for work done up to the date of termination.
q.	No subcontracting without consent. You shall not use anyone other than yourself to perform any of the services to be provided under a contract without first obtaining the written permission of Language Enterprises Corp.

r.

Intellectual property. All right, title and interest to a document (including, but not limited to, intellectual property, electronic and printed copies, the right to obtain and hold in its own name patents, copyrights, moral rights, trade secrets and registrations therefore and such other protection as deemed appropriate by Language Enterprises Corp.) shall be owned exclusively by Language Enterprises Corp. (or Language Enterprises Corp. on behalf of client, or by the client, as applicable). You agree to give Language Enterprises Corp. or any person designated by Language Enterprises Corp., at our expense, all assistance reasonably required to perfect the owner’s rights.

s.

Credit. You will be credited in the front matter of a publication whenever appropriate. You will receive a copy of the published material containing the work. Language Enterprises Corp. reserves the right not to publish or reproduce the work.

5.	You agree to protect the confidential nature of all communications and documents on these terms:
	a.	Confidential Information. "Confidential Information" means all proprietary and confidential information about a disclosing party’s business or activities, including, without limitation, information relating to operations, technology, business, finances, marketing relationships, processes, customer lists, sales expertise, and technology owned or licensed. Confidential Information also includes information concerning the existence and progress of dealings, visual and other information, and information which, by the nature of the circumstances, ought in good faith to be treated as confidential. Confidential Information does not include information that:
		(a)	is currently in the public domain or that enters the public domain after the signing of this letter;
		(b)	is lawfully received from a third party without breaching a non-disclosure obligation;
		(c)	information known prior to receiving any Confidential Information from the disclosing party; and
		(d)	information developed independently without reliance on any Confidential Information.
	b.	Non-disclosure. You agree to not disclose any Confidential Information to any third party or use any Confidential Information disclosed by another party except when expressly permitted in writing by us. You also agree to take all reasonable measures to maintain the confidentiality of Confidential Information in your possession or control.
	c.	Term. Confidentiality obligations shall terminate 10 (ten) years from the date of the last communication between Language Enterprises Corp. and you.
	d.	Enurement. All covenants, conditions, limitations, and provisions herein contained shall be binding upon our respective heirs, executors, administrators, successors and permitted assigns.
	e.	Waiver. No waiver of any breach or default shall be effective unless the waiver is in writing and signed by the party against whom the waiver is claimed. No waiver of any breach or default shall be deemed to be a waiver of any other or subsequent breach or default.
	f.	Title. You agree that all Confidential Information furnished to you shall remain the sole property of the disclosing party, whether the disclosing party is Language Enterprises Corp. or our client or both.
	g.	Injunctive Relief. You acknowledge that the use or disclosure of Confidential Information in a manner inconsistent with these terms will cause disclosing party irreparable harm, and that disclosing party shall have the right to equitable and injunctive relief to prevent the

	unauthorized use or disclosure, and such damages as are occasioned by such unauthorized use or disclosure.
h.	Severability. The invalidity of any of the above terms shall not affect the enforceability of any other terms.

6. The term and conditions of this letter, and our relationship, shall be governed by the laws of British Columbia, Canada.

Yours truly,

LANGUAGE ENTERPRISES CORP.

Naomi Moore, Director

Terms accepted and agreed:

__________________________________
[Translator’s Name and Signature]                                                       Date

EX-10.2

10.2                          Translation Services Agreement with Toro Resources Corp.

LANGUAGE ENTERPRISES CORP.

13747 - 57 A Ave

Surrey, B.C. V3X 2V6

info@languageenterprisescorp.com

tel: 604-375-7313

fax: 866-878-7187

May 4, 2006

Toro Resources Corp.

Attn:       Tom Lamb, Director

Dear Mr. Lamb,

Re:       Translation Services

Thank you for your interest in engaging Language Enterprises Corp. (“we” or “us”) to source translation services for your company.

We understand that Toro Resources Corp. (“you”) conducts mineral exploration in North America and from time to time may require Spanish-English and English-Spanish translation of technical and non-technical documents. Because we work with a number of Spanish/English translators with backgrounds in engineering, sciences and natural resources, we believe we are an ideal partner for your company.

We propose that our relationship be governed by the following terms. If you accept these terms, please sign where indicated below and transmit a copy of this letter to us by facsimile at 1-866-878-7187.

Terms

1.	We will endeavour to respond to your requests for a detailed quotes within 72 hours of your request.
2.	Each quote will include
	a.	a description of our translators’ qualifications,
	b.	price,
	c.	proposed milestones,
	d.	deposit and payment terms,
	e.	special costs relating to the specific project, and
	f.	proposal regarding style and content
3.	You agree to not circumvent Language Enterprises Corp.
4.	We agree to protect the confidential nature of all communications and documents on these terms:
	a.	Confidential Information. "Confidential Information" means all proprietary and confidential information about your company’s business or activities, including, without limitation, information relating to operations, results, technology, business, finances, business relationships, processes, and technology owned or licensed. Confidential Information also includes information concerning the existence and progress of dealings, visual and other information, and information which, by the nature of the circumstances, we ought in good faith treat as confidential. Confidential Information does not include information that:

(e)	is currently in the public domain or that enters the public domain after the signing of this letter;
(f)	is lawfully received by us from a third party without breaching a non-disclosure obligation;
(g)	information known prior to us receiving any Confidential Information from you; and
(h)	information we develop independently without reliance on any Confidential Information.

b. Non-disclosure. We agree to not disclose any Confidential Information to any third party or use any Confidential Information disclosed by you except when expressly permitted in writing by you. We also agree to take all reasonable measures to maintain the confidentiality of Confidential Information in our possession or control.

5.	All covenants, conditions, limitations, and provisions herein contained shall be binding upon our respective heirs, executors, administrators, successors and permitted assigns.
6.	We acknowledge that our use or disclosure of Confidential Information in a manner inconsistent with these terms may cause you irreparable harm, and that you shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and such damages as are occasioned by such unauthorized use or disclosure.

Yours truly,
LANGUAGE ENTERPRISES CORP.

/s/ Naomi Moore

Naomi Moore, Director

Terms accepted and agreed:
Toro Resources Corp.

/s/ Tom Lamb
_____________________________________________
Tom Lamb, Director

EX-10.3

10.3                          Translation Services Agreement with Magnus International Resources, Inc.

LANGUAGE ENTERPRISES CORP.
13747 - 57 A Ave
Surrey, B.C. V3X 2V6
info@languageenterprisescorp.com
tel: 604-375-7313
fax: 866-878-7187

April 8, 2006

Magnus International Resources Inc.
1285 West Pender Street, Suite 110
Vancouver, BC Canada V6E 4B1

Attn: P. M. Smith, Vice-President, Corporate Affairs

Dear Mr. Smith,

Re: Translation Services

Thank you for your interest in engaging Language Enterprises Corp. ("we" or "us") to source translation services for your company.

We understand that Magnus International Resources Inc. ("you") conducts mineral exploration in China's Sichuan and Yunnan provinces and from time to time requires Chinese-English and English-Chinese translation of technical and non-technical documents. Because we work with a number of Chinese/English translators with backgrounds in engineering, sciences and natural resources, we believe we are an ideal partner for your company.

We propose that our relationship be governed by the following terms. If you accept these terms, please sign where indicated below and transmit a copy of this letter to us by facsimile at 1-866-878-7187.

We propose that our relationship be governed by the following terms. If you accept these terms, please sign where indicated below and transmit a copy of this letter to us by facsimile at 1-866-878-7187.

Terms

1.	We will endeavour to respond to your requests for a detailed quotes within 72 hours of your request.
2.	Each quote will include
	a.	a description of our translators’ qualifications,
	b.	price,
	c.	proposed milestones,
	d.	deposit and payment terms,
	e.	special costs relating to the specific project, and
	f.	proposal regarding style and content

3.	You agree to not circumvent Language Enterprises Corp.
4.	We agree to protect the confidential nature of all communications and documents on these terms:
	a.	Confidential Information. "Confidential Information" means all proprietary and confidential information about your company’s business or activities, including, without limitation, information relating to operations, results, technology, business, finances, business relationships, processes, and technology owned or licensed. Confidential Information also includes information concerning the existence and progress of dealings, visual and other information, and information which, by the nature of the circumstances, we ought in good faith treat as confidential. Confidential Information does not include information that:
		(i)	is currently in the public domain or that enters the public domain after the signing of this letter;
		(j)	is lawfully received by us from a third party without breaching a non-disclosure obligation;
		(k)	information known prior to us receiving any Confidential Information from you; and
		(l)	information we develop independently without reliance on any Confidential Information.
	b.	Non-disclosure. We agree to not disclose any Confidential Information to any third party or use any Confidential Information disclosed by you except when expressly permitted in writing by you. We also agree to take all reasonable measures to maintain the confidentiality of Confidential Information in our possession or control.
5.	All covenants, conditions, limitations, and provisions herein contained shall be binding upon our respective heirs, executors, administrators, successors and permitted assigns.
6.	We acknowledge that our use or disclosure of Confidential Information in a manner inconsistent with these terms may cause you irreparable harm, and that you shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and such damages as are occasioned by such unauthorized use or disclosure.

Yours truly,
LANGUAGE ENTERPRISES CORP.

/s/ Naomi Moore

Naomi Moore, Director

Terms accepted and agreed:
Magnus International Resources Ltd.

/s/ P. M. Smith
_____________________________________________
P. M. Smith, Vice-President, Corporate Affairs

EX-10.4

10.4 Jonathan Moore Loan Letter

Jonathan Moore

August 14, 2006

Language Enterprises Corp.

I agree to loan the Company up to US$40,000 on an as-needed basis to fund operations and expenses, with terms of the loan to be determined at time of lending. Interest charged will not exceed the prevailing bank prime rate plus 2%.

Sincerely,

/s/ Jonathan Moore
____________________________________________
Jonathan Moore

EX-23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the use in the Registration Statement of Language Enterprises Corp. on Form SB-2 of our Report of Independent Registered Public Accounting Firm, dated August 18, 2006, on the balance sheet of Language Enterprises Corp. as at July 31, 2006, and the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the period from inception, October 25, 2005, to August 31, 2006.

In addition, we consent to the reference to us under the heading “Experts and Legal Counsel” in the Registration Statement.

Vancouver, Canada	“Morgan & Company”
September 11, 2006	Chartered Accountants

Tel: (604) 687-5841		P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075		Sute 1488 - 700 West Georgia Street
www.morgan-cas.com		Vancouver, B.C. V7Y 1A1