10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended August 31, 2007
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period __________ to__________
	Commission File Number: 333-140056

Cody Resources, Inc.

(Exact name of small business issuer as specified in its charter)

Nevada	20-5339393
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2915 W. Charleston Blvd., Ste.7, Las Vegas, NV 89102

(Address of principal executive offices)

(702) 383-5862

(Issuer’s telephone number)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,390,000 common shares as of August 31, 2007

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

	TABLE OF CONTENTS	Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Plan of Operation	4
Item 3.	Controls and Procedures	7
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Submission of Matters to a Vote of Security Holders	8
Item 5.	Other Information	8
Item 6.	Exhibits	8

2

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

Our unaudited financial statements included in this Form 10-QSB are as follows:
F-1	Balance Sheet as of August 31, 2007;
F-2	Statements of Operations for the three and nine months ended August 31, 2007 and period from inception (July 20, 2006) through August 31, 2007;
F-3	Statements of Stockholders’ Equity from inception (July 20, 2006) through August 31, 2007;
F-4	Statements of Cash Flows for the nine months ended August 31, 2007 and period from inception (July 20, 2006) through August 31, 2007;
F-5	Notes to Financial Statements.

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-QSB. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended August 31, 2007 are not necessarily indicative of the results that can be expected for the full year.

3

CODY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

Balance Sheets

	August 31 2007		November 30 2006
	(Unaudited)
ASSETS
Current Assets
Cash & cash equivalents	$	4,226	$	38,188
Total Current Assets		4,226		38,188
TOTAL ASSETS	$	4,226	$	38,188
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	501	$	501
Total Current Liabilities		501		501
Total Liabilities		501		501
Stockholders' Equity
Common Stock - $0.001 par value; 50,000,000 shares authorized, 1,390,000 issued and outstanding.		1,390		1,390
Additional paid in capital		38,610		38,610
Stock subscriptions receivable		-		(875)
Accumulated deficit		(36,275)		(1,438)
Total Stockholders' Equity		3,725		37,687
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	4,226	$	38,188

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

F-1

 CODY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

Statements of Operations

(Unaudited)

	For the three months ended August 31, 2007		For the three months ended August 31, 2006		For the nine months ended August 31, 2007		For the nine months ended August 31, 2006		From inception on July 20, 2006 through August 31, 2007
Revenues	$	-	$	-	$	-	$	-	$	-
Operating Expenses
Professional Fees		4,035		-		19,202		-		19,563
General & Administrative		267		-		15,635		-		16,712
Total Operating Expenses		4,302		-		34,837		-		36,275
Net Loss	$	(4,302)	$	-	$	(34,837)	$	-	$	(36,275)
Net Loss Per Share	$	(0.00)	$	-	$	(0.03)	$	-
Weighted Average Shares Outstanding		1,390,000		1,390,000		1,390,000		1,390,000

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

F-2

 CODY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

Statements of Stockholders' Equity

(Unaudited)

	CommonStock				Additional Paid in		Stock Subscription		Deficit Accumulated During Development		Total Stockholders'
	Shares		Amount		Capital		Receivable		Stage		Equity
Issuance of Common Stock in September 2006 in exchange for reduction of accounts payable at $0.001 per share		1,000,000	$	1,000	$	-	$	-	$	-	$	1,000
Issuance of Common Stock in October 2006 for cash at $0.10 per share		220,000		220		21,780		-		-		22,000
Issuance of Common Stock in November 2006 for cash at $0.10 per share		170,000		170		16,830		(875)		-		16,125
Net loss to November 30, 2006		-		-		-				(1,438)		(1,438)
Balance at November 30, 2006		1,390,000		1,390		38,610		(875)		(1,438)		37,687
Receipt of stock subscription		-		-		-		875		-		875
Net loss to August 31, 2007		-		-		-		-		(34,837)		(34,837)
Balance at August 31, 2007		1,390,000	$	1,390	$	38,610	$	-	$	(36,275)	$	3,725

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

F-3

 CODY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

Statements of Cash Flows

(Unaudited)

	For the nine months ended August 31, 2007		For the nine months ended August 31, 2006		From inception on July 20, 2006 through August 31, 2007
OPERATING ACTIVITIES
Net loss	$	(34,837)	$	-	$	(36,275)
Adjustments to reconcile net income to net cash provided by operations:
Common stock issued for services		-		-		1,000
Changes in operating assets and liabilities:
Accounts Payable		-		-		501
Net cash provided by Operating Activities		(34,837)		-		(34,774)
FINANCING ACTIVITIES
Proceeds from common stock		875				39,000
Net cash provided by Financing Activities		875		-		39,000
Net cash increase for period		(33,962)		-		4,226
Cash at beginning of period		38,188		-		-
Cash at end of period	$	4,226	$	-	$	4,226

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

F-4

CODY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1.  DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business - Cody Resources, Inc. (hereinafter referred to as the “Company”) located in Las Vegas, Nevada was incorporated in Nevada on July 20, 2006. The Company is in the mineral exploration and development business. The Company has not commenced significant operations.

History - The Company was incorporated under the laws of the State of Nevada on July 20, 2006.

Development Stage Company - The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced; there has been no significant revenue there from. The Company has not commenced its planned principal operations and therefore is considered a Development Stage Company.

Year-end - The Company’s year-end is November 30.

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

Revenue and expense recognition - Revenues are recognized when received. Costs and expenses are recognized during the period in which they are incurred

Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. 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 operations in the period that includes the enactment date.

Research and development costs - The Company accounts for research and development costs in accordance with the Statement of Financial Standards No. 2 “Accounting for Research and Development Costs”, which requires that all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expenses as incurred. Third party research and development costs are expenses when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future

F-5

products are expensed in the period incurred. The Company has incurred no expenses on research and development to date.

Mineral Property Payments and Exploration Costs - The Company expenses all costs related to the acquisition, maintenance and exploration of mineral claims in which it has secured exploration rights prior to the establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all costs are to be expensed.

Unaudited Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at August 31, 2007 and for all periods presented have been made.

2.  CAPITAL STOCK TRANSACTIONS

Common Stock - The authorized common stock is 50,000,000 shares with a par value of $0.001 per share. As of November 30, 2006, The Company had 1,390,000 shares of common stock issued and outstanding.

In September 2006, the Company issued 1,000,000 shares of its common stock to its director in exchange for a reduction in debt owed of $125 and $875 in cash

In November 2006, the Company issued 390,000 shares of its common stock to thirty-nine individuals in exchange for $39,000 in cash.

3.  GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-6

Item 2.     Plan of Operation

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Abandonment of Vulture Mineral Claims

We were incorporated on July 19, 2006 under the laws of the State of Nevada. Until the current reporting period, we were an exploration stage company engaged in the exploration of mineral properties. We acquired an option to purchase an interest in mineral claims referred to as the Vulture mineral claims. Our plan of operations was to carry out exploration work on these claims in order to ascertain whether they possess commercially exploitable quantities of copper, lead, zinc, gold, and other metallic minerals.

During the current reporting period, we commenced exploration activities on the Vulture mineral claims. Specifically, we conducted a soil geochemistry program under the guidance of our geological consultant, Mr. Marvin A. Mitchell. The results of this program were discouraging. In his report, Mr. Mitchell reports that the program failed to detect significant anomalous values of exploitable minerals. As such, no additional exploration was recommended at this time.

Based on the recommendations of our consulting geologist, we have decided to abandon our exploration program on the Vulture mineral claims. As such, we will lose all interest in the option that we acquired on the property.

4

Plan of Operation in the Next 12 Months

During the next twelve months, we intend to conduct a review of our current operating structure and to seek out and evaluate alternative business opportunities. We have not yet identified any suitable business opportunities and there is no assurance that we will be able to do so in the future. Even if we are able to identify suitable business opportunities, there are no assurances that we will be able to acquire an interest in those opportunities or that we will have the resources to pursue such opportunities. As such, an investment in our shares at this time would be highly speculative.

Because we have not identified an alternate business opportunity, we are unable to provide an estimate of our exact financial needs for the next twelve months. We have limited working capital of $3,725 as of August 31, 2007. As such, we will require substantial additional financing in the near future in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying suitable alternative business opportunities, of which there is no assurance, we anticipate that we will need to obtain additional financing in order to pursue those opportunities.

Because we do not currently have a specific business plan or identified any suitable alternative business opportunities, our ability to obtain additional financing is substantially limited. If sufficient financing is not available or obtainable, we may not be able to continue as a going concern and investors may lose a substantial portion or all of their investment. We currently do not have any financing arrangements in place and there are no assurances that we will be able to acquire financing on acceptable terms or at all.

Results of Operations for the three and nine months ended August 31, 2007

We did not earn any revenues from inception through the period ending August 31, 2007. We do not anticipate earning revenues until such time that we are able to secure a successful business opportunity.

We incurred operating expenses in the amount of $4,302 for the three months ended August 31, 2007, $34,837 for the nine months ended May 31, 2007, and $36,275 from our inception on July 20, 2006 to August 31, 2007. The operating expenses for the three months ended August 31, 2007 included professional fees in the amount of $4,035, and general and administrative expenses in the amount of $267. The operating expenses for the nine months ended August 31, 2007 included professional fees in the amount of $19,202, and general and administrative expenses in the amount of $15,635. The operating expenses for the period from our inception on July 20, 2006 to August 31, 2007 included professional fees in the amount of $19,563, and general and administrative expenses in the amount of $16,712. The professional fees consisted of legal fees and accounting fees.

We incurred a net loss of $4,302 for the three months ended August 31, 2007 and $34,837 for the nine months ended August 31, 2007. We incurred a net loss of $36,275 from our inception on July 20, 2006 through period ending August 31, 2007. Our losses for the three and nine months ended August 31, 2007 are attributable to operating expenses.

5

Liquidity and Capital Resources

We had cash of $4,226 as our only current asset as of August 31, 2007. We had current liabilities of $501 as of August 31, 2007. We therefore had working capital of $3,725 as of August 31, 2007.

We have not attained profitable operations and are dependent upon obtaining financing to pursue any business opportunity. Our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Off Balance Sheet Arrangements

As of August 31, 2007, there were no off balance sheet arrangements.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. The ability of us to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

In order to continue as a going concern, we will need, among other things, additional capital resources. Management's plans to obtain such resources for us include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.

Our ability to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

6

Item 3.     Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of August 31, 2007. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Mr. Donald L. Sampson. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2007, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended August 31, 2007.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

7

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.     Defaults upon Senior Securities

None

Item 4.     Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended August 31, 2007.

Item 5.     Other Information

None

Item 6.      Exhibits

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (1)
3.2	By-Laws (1)
10.1	Mining Option Agreement between Cody Resources, Inc. and Mr. Locke B. Goldsmith(1)
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Soil Geochemistry Report, dated June 18, 2007

⁽¹⁾   Previously included as an exhibit to the Registration Statement on Form SB-2 filed on January 18, 2007

8

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Cody Resources, Inc.
Date:	October 15, 2007
	By:       /s/ Donald Sampson              Donald L. Sampson Title:Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

EX-31.1

CERTIFICATIONS

I, Donald L. Sampson, certify that;

(1) I have reviewed this quarterly report on Form 10-QSB of Cody Resources, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4) The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

(5) The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: October 15, 2007

/s/ Donald Sampson

By: Donald L. Sampson

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, Donald L. Sampson, certify that;

(1) I have reviewed this quarterly report on Form 10-QSB of Cody Resources, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4) The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

(5) The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: October 15, 2007

/s/ Donald Sampson

By: Donald L. Sampson

Title: Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying quarterly Report on Form 10-QSB of Cody Resources, Inc. for the quarter ended August 31, 2007, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)   the quarterly Report on Form 10-QSB of Cody Resources, Inc. for the quarter ended August 31, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the quarterly Report on Form 10-QSB for the quarter ended August 31, 2007, fairly presents in all material respects, the financial condition and results of operations of Cody Resources, Inc..

By:	/s/ Donald Sampson
Name:	Donald L. Sampson
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	October 15, 2007

EX-99.1

SOIL GEOCHEMISTRY

VULTURE MINERAL CLAIM GROUP

SLOCAN MINING DIVISION

CODY, B.C

NTS 82F/14E

LATITUDE 49°58’ N, LONGITUDE 117° 06’ W

Prepared for

CODY RESOURCES, INC.

Marvin A. Mitchell, P. Eng.

Consulting Geologist

June 18, 2007

TABLE OF CONTENTS

SUMMARY	1
PROPERTY, LOCATION, ACCESS	2
HISTORY	2
LOCATION MAP	3
CLAIM MAP	4
GENERAL GEOLOGY AND MINERALIZATION	5
GEOLOGY OF THE VULTURE UPPER ADIT	5
SOIL GEOCHEMISTRY	5
CONCLUSIONS	6
RECOMMENDATIONS	6
ENGINEER’S CERTIFICATE	7
REFERENCES	8
MAP	(Pocket inside back cover)
Geology and Soil Geochemistry (Pb-Ag), Scale 1 : 2000

2

SOIL GEOCHEMISTRY

VULTURE MINERAL CLAIM GROUP

SLOCAN MINING DIVISION

CODY, B.C

SUMMARY

Soil geochemistry upslope from the Vulture adit did not detect significant anomalous values of silver and lead. An extension of mineralization to the north of the vulture adit was not indicated.

No additional exploration should be done on the claims at this time.

3

PROPERTY, LOCATION, ACCESS

The Vulture group of reverted crown granted mineral claims is located 2.5 km due east of the former mining settlement of Cody, B.C., on the north slope of Carpenter Creek. Access is via paved road eastward from New Denver for 13 km to three Forks, and thence southeasterly for 5 km to Sandon, and an additional 2 km to Cody on gravel roads. Logging and mining roads pass through the southwestern corner of the property.

The property consists of the following reverted crown granted claims

Claim Name	Tenure Number	Expiry Date
Vulture	245946	Sept 26, 2013
Vulture Fr	256329	Nov 16, 2012
Vult	256330	Sept 26, 2013
Empire No. 5	255924	Sept 26, 2013

HISTORY

Most underground work was completed on the Vulture Claim before 1900 (Min. of Mines, 1952). An exploration crosscut to the northwest at approximately 65 meters from the portal appears to have been driven at a later time. Stopes extend for 60 metres from the portal. University of B.C MINDEP computer files show production from the Vulture lode as:

Short Tons	Ag oz/ton	Pb%	Zn%
585	89.4	69.5	14.4

A map notation (Lakes, 1942) shows 583 tons grading 90 oz/ton Ag and 70% Pb which corroborates the MINDEP reference.

No production records are available for the Empire No. 5 Claim. An adit near 0+25S, 2+25E is the only evidence of mining activity which was observed.

4

5

6

GENERAL GEOLOGY AND MINERALIZATION

The claims are underlain by argillite of the Triassic-Jurassic Slocan sediments. Where noted on and near the claims the bedding trends 330° 46-60° NE. Granitic sills, up to 2 m in width, appear to be parallel to bedding. Foliation at 312° 42° NE is peneconcordant to bedding. One shear zone with an attitude of 085° 85-90° SE was observed near the mouth of the adit on the Empire No. 5 claim, where silver-lead-zinc sulphides are present in a dump. Some specimens contain mostly pyrite. Sulphides were not observed in outcrops, although rusty bands in argillite trend 085°. Assays of selected material contain approximately 20 oz Ag/ton, 27% Pb, and 22% Zn.

GEOLOGY OF THE VULTURE UPPER ADIT

At the adit portal and on the hillside upslope to the north of portal, the bedding and foliation strike northwesterly and dip moderately northeasterly, a lode which strikes 050° and dips 40°-50° southeast has been mined from the portal for approximately 60 metres. The lode is cut off by a fault zone which parallels a vertical east-west grantic dyke. Initial observations suggest that movement on the fault is left-lateral with the major dislocation being along the dip component. To the north of the fault a crosscut to the northwest has exposed an unmineralized fracture zone which was explored by 15 metres of drift. The main drift extends for an additional 70 metres. A narrow fracture without obvious mineralization was followed for the first 40 metres, at which point a 10-metre wide fracture zone oriented 330°72°NE crosses the drift. In the last 20 metres of drift there is no evidence of a northeasterly fracture direction.

Interpretation of a dip slip movement on the structure at the end of the mineralization suggests that a northern lode segment could be located above and to the east of the drift. A silver-lead anomaly which was detected by soil geochemistry at 1+00N 1+50E could be derived from the offset portion. Alternatively, a mineralized fissure parallel to the Vulture lode may be located near 1+00N 1+50E and 0+00 1+00E where anomalous silver and threshold lead values were obtained.

SOIL GEOCHEMISTRY

Soil geochemistry upslope to the north of the Vulture adit did not locate significant anomalous values fo silver and lead. Sample 3+00N, 1+50W (8.6 ppm Ag, 203 ppm Pb) is from a strcarn valley; mine dumps are visible several hundred metres upslope to the north and outside of the claim group.

7

CONCLUSIONS

Soil geochemistry did not indicate the presence of a northerly expension of the mineralization in the Vulture adit.

RECOMMENDATIONS

No further exploration should be done on the claim group at this time.

	Marvin A. Mitchell, P. Eng. Consulting Geologist
Vancouver, B.C June 18, 2007

8

CERTIFICATE of QUALIFICATIONS AND CONSENT

I, Marvin Alford Mitchell, of Suite 203-2825 Spruce Street, V6H 2R4, in the city of Vancouver, in the province of British Columbia:

DO HEREBY CERTIFY:

·   THAT: I am a Consulting Geologist with offices at Suite 1028-470 Granville Street, Vancouver BC, Canada V6C 1V5. Tel. (604) 684-4297, Fax. (604) 684-4297, E-mail. . I have been a consulting geologist since 1985.

·   THAT:I have been a member of the Association of Professional Engineers and Geoscientists of the province of British Columbia since 1972 (reg. no. 8322) and that I am a member in good standing of that organization.

·   THAT:I graduated from the Montana College of Mineral Science and Technology in 1968 with a Bachelor of Science in Geological Engineering (mining option), and that I have been practiced my profession continuously since that year.

·   THAT:I have been involved in mineral exploration for gold, silver, and base metals in Canada, the U.S., particularly in the state of Nevada, Mexico, South America, Australia and Africa. I was employed by the Corona Corp., on their Barlome, BC project. From 1995 through 1997 I directed a part of an exploration program for copper-cobalt at Kilembe, Uganda and was involved in gold exploration in Guyana, South America. I have written reports on gold exploration properties in Mali, west Africa. In 1975 I was employed as an exploration geologist on the San Jose de Gracia gold property in Sinaloa State in Mexico. I also have written many property examination reports on gold properties in Nevada.

·   THAT:as a result of my experience and qualification I am a Qualified Person as defined in N.I. 43-101

·   THAT:I am not aware of any material fact or material change with respect to the subject matter of this technical report which is not reflected in this report, the omission to disclose which would make this report misleading. The report is entitled SOIL GEOCHEMISTRY, VULTURE MINERAL CLAIM GROUP.

·   THAT:I have no interest, directly or indirectly, in the property examined or in the securities of CODY RESOURCES, INC. nor do I expect to receive any such interest in the properties or securities. I am independent of these companies in accordance with the application of Section 1.5 of National Instrument 43-101

·   THAT:I hereby consent to the use of this report, in whole or in part, in a prospectus or in a short form offering document provided that quotations are not taken out of context

·   Dated at Vancouver, British Columbia, Canada this 18^th day of June, 2007

Marvin A. Mitchell, P. Eng.

9

REFERENCES

Lakes, Arthur, 1942. Reference map of productive properties, Sandon Section, Slocan District, B.C.

Scale 1”=1200’

MINDEP Files, University of British Columbia.

Minister of Mines, 1952, p. A 175.