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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

[X]  Quarterly report pursuant section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended June 30, 2007

[   ] Transition report pursuant section 13 or 15(d)
of the Securities Exchange Act of 1934

For the transition period from ________________ to
________________

Commission file number 001-32673

CAPITAL MINERAL INVESTORS, INC.(Exact name of small business issuer as specified in its
charter)

|Nevada                   | 25-1901892                          
|------------------------ | ------------------------------------
|(State of Incorporation) | (I.R.S. Employer Identification No.)

101 Convention Centre Drive, Suite 700Las Vegas,
Nevada 89109Tel: (702) 284-5848(Address and
telephone number of Registrant's principal executive offices and principal
place of business)

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

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

Total revenues for quarter ended June 30, 2007 were $0.

As of August 13, 2008, the Company had 9,699,497 outstanding
shares of Common Stock.

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

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PART
I ****FINANCIAL INFORMATION

ITEM
1.              Financial
Statements

The following unaudited financial statements for the six months
ended June 30, 2007 have been prepared by management and reviewed by an
independent public accountant using professional standards and procedures for
conducting such reviews.

CAPITAL MINERAL INVESTORS, INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2007

(unaudited)

|BALANCE SHEETS                   
|---------------------------------
|                                 
|STATEMENTS OF OPERATIONS         
|                                 
|STATEMENTS OF CASH FLOWS         
|                                 
|NOTES TO THE FINANCIAL STATEMENTS

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Capital Mineral Investors, Inc. 
  (An Exploration Stage
  Company)

June 30, 2007









|                                        | Index
|--------------------------------------- | -----
|                                        |      
|Balance
      Sheets                    | F-1  
|                                        |      
|Statements
      of Operations          | F-2  
|                                        |      
|Statements
      of Cash Flows          | F-3  
|                                        |      
|Notes
      to the Financial Statements | F-4  

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Capital Mineral Investors, Inc. 
  (An Exploration Stage
  Company) 
  Balance Sheets 
  (Unaudited)

|                                                                              |  | June 30, |   |  | December 31, |  
|----------------------------------------------------------------------------- |  | -------- | - |  | ------------ | -
|                                                                              |  | 2007     |   |  | 2006         |  
|                                                                              |  | $        |   |  | $            |  
|                                                                              |  |          |   |  |              |  
|ASSETS                                                                        |  |          |   |  |              |  
|Current Assets                                                                |  |          |   |  |              |  
|Cash                                                                          |  | 1,041    |   |  | 1,994        |  
|Total Current Assets                                                          |  | 1,041    |   |  | 1,994        |  
|Equipment, net                                                                |  | 8,076    |   |  | 3,529        |  
|Total Assets                                                                  |  | 9,117    |   |  | 5,523        |  
|                                                                              |  |          |   |  |              |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                         |  |          |   |  |              |  
|Current Liabilities                                                           |  |          |   |  |              |  
|Accounts payable and accrued liabilities                                      |  | 39,774   |   |  | 27,888       |  
|Notes payable (Note 3)                                                        |  | 52,341   |   |  | 43,341       |  
|Due
      to related parties (Note 4)                                         |  | 70,208   |   |  | 17,400       |  
|Total Liabilities                                                             |  | 162,323  |   |  | 88,629       |  
|Stockholders Deficit                                                         |  |          |   |  |              |  
|Common Stock, 75,000,000 shares authorized,
      $0.001 par value            |  |          |   |  |              |  
|9,699,497 (December 31, 2006  8,699,497) shares issued and
      outstanding |  | 9,700    |   |  | 8,700        |  
|Additional Paid-in Capital                                                    |  | 366,250  |   |  | 267,250      |  
|Deficit
      Accumulated During the Exploration Stage                        |  | (529,156 | ) |  | (359,056     | )
|Total Stockholders Deficit                                                   |  | (153,206 | ) |  | (83,106      | )
|Total Liabilities
      and Stockholders Deficit                             |  | 9,117    |   |  | 5,523        |  
|Going concern contingency (Note 1)                                            |  |          |   |  |              |  
|Subsequent events (Note 6)                                                    |  |          |   |  |              |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements) 
  F-1

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Capital Mineral Investors, Inc. 
  (An Exploration Stage
  Company) 
  Statements of Operations 
  (Unaudited)

Accumulated From
      
      
      For the
      
      
      For the
      
      
      For the
      
      
      For theDecember 31, 2002,
      
      
      Three Months
      
      
      Three Months
      
      
      Six Months
      
      
      Six Months(Date of Inception),
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Endedto June 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,2007
      
      
      2007
      
      
      2006
      
      
      2007
      
      
      2006$
      
      
      $
      
      
      $
      
      
      $
      
      
      $ExpensesAccounting and audit fees
      
      43,243
      
      
      366
      
      
      2,000
      
      
      1,633
      
      
      4,241Consulting fees
      
      1,200
      
      
      
      
      
      
      
      
      
      
      
      Depreciation expense
      
      4,425
      
      
      437
      
      
      298
      
      
      705
      
      
      596Incorporation
        costs
      
      1,015
      
      
      
      
      
      
      
      
      
      
      
      Legal fees
      
      110,787
      
      
      2,868
      
      
      13,244
      
      
      11,353
      
      
      19,304Licenses and dues
      
      1,082
      
      
      
      
      
      
      
      
      
      
      
      Management fees (Note 4)
      
      45,000
      
      
      15,000
      
      
      
      
      
      30,000
      
      
      Mineral property
        costs (Note 2)
      
      256,243
      
      
      109,085
      
      
      109,036
      
      
      109,085
      
      
      130,286Office expenses
      
      11,920
      
      
      3,588
      
      
      506
      
      
      5,234
      
      
      714Rent
      
      4,800
      
      
      1,200
      
      
      
      
      
      2,400
      
      
      Telephone and utilities
      
      7,999
      
      
      426
      
      
      695
      
      
      1,024
      
      
      1,371Transfer and
        filing fees
      
      8,045
      
      
      582
      
      
      2,206
      
      
      1,488
      
      
      3,423Travel and promotion
      
      33,397
      
      
      3,528
      
      
      5,878
      
      
      7,178
      
      
      9,933Total Expenses
      
      529,156
      
      
      137,080
      
      
      133,863
      
      
      170,100
      
      
      169,868Net Loss
      
      (529,156
      )
      
      (137,080
      )
      
      (133,863
      )
      
      (170,100
      )
      
      (169,868
      )Net Loss Per Share  Basic and Diluted
      
      
      
      
      (0.01
      )
      
      (0.02
      )
      
      (0.02
      )
      
      (0.02
      )Weighted Average Shares Outstanding- Basic and Diluted
      
      
      
      
      9,688,508
      
      
      7,999,497
      
      
      9,196,735
      
      
      7,875,188


(The Accompanying Notes are an Integral Part of These Financial
  Statements) 
  F-2

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Capital Mineral Investors, Inc. 
  (An Exploration Stage
  Company) 
  Statements of Cash Flows 
  (Unaudited)

|                                                           |  | Accumulated From    |   |  | For the    |   |  | For the    |  
|---------------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ---------- | -
|                                                           |  | December 31, 2002   |   |  | Six Months |   |  | Six Months |  
|                                                           |  | (Date of Inception) |   |  | Ended      |   |  | Ended      |  
|                                                           |  | to June 30,         |   |  | June 30,   |   |  | June 30,   |  
|                                                           |  | 2007                |   |  | 2007       |   |  | 2006       |  
|                                                           |  | $                   |   |  | $          |   |  | $          |  
|Operating Activities                                       |  |                     |   |  |            |   |  |            |  
|Net loss                                                   |  | (529,156            | ) |  | (170,100   | ) |  | (169,868   | )
|Adjustment to reconcile net
      loss to net cash used in |  |                     |   |  |            |   |  |            |  
|operating activities:                                      |  |                     |   |  |            |   |  |            |  
|Depreciation
      expense                                 |  | 4,425               |   |  | 705        |   |  | 596        |  
|Common stock issued for mineral
      property             |  | 100,000             |   |  | 100,000    |   |  | 70,000     |  
|Changes in operating assets
      and liabilities:         |  |                     |   |  |            |   |  |            |  
|                                                           |  |                    |   |  |            |   |  |            |  
|Prepaid
      expenses                                     |  |                     |   |  |           |   |  | 21,250     |  
|Accounts payable and
      accrued liabilities             |  | 39,773              |   |  | 11,886     |   |  | (2,916     | )
|Due to related party                                       |  | 70,208              |   |  | 52,808     |   |  |           |  
|Net Cash Used in
      Operating Activities                |  | (314,750            | ) |  | (4,701     | ) |  | (80,938    | )
|Investing Activities                                       |  |                     |   |  |            |   |  |            |  
|Purchase of equipment                                      |  | (12,500             | ) |  | (5,252     | ) |  |           |  
|Net Cash Used in Investing Activities                      |  | (12,500             | ) |  | (5,252     | ) |  |           |  
|Financing Activities                                       |  |                     |   |  |            |   |  |            |  
|Proceeds from
      issuance of common stock               |  | 275,950             |   |  |           |   |  |           |  
|Common stock subscriptions
      received                  |  |                    |   |  |           |   |  | 25,000     |  
|Notes payable                                              |  | 52,341              |   |  | 9,000      |   |  |           |  
|Net Cash Provided
      by Financing Activities            |  | 328,291             |   |  | 9,000      |   |  | 25,000     |  
|Increase (Decrease) In Cash                                |  | 1,041               |   |  | (953       | ) |  | (55,938    | )
|Cash  Beginning                                           |  |                    |   |  | 1,994      |   |  | 75,345     |  
|Cash  End                                                 |  | 1,041               |   |  | 1,041      |   |  | 19,407     |  
|                                                           |  |                     |   |  |            |   |  |            |  
|Supplemental Disclosures                                   |  |                     |   |  |            |   |  |            |  
|Interest paid                                              |  |                    |   |  |           |   |  |           |  
|Income tax paid                                            |  |                    |   |  |           |   |  |           |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements) 
  F-3

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Capital Mineral Investors, Inc. 
  (An Exploration Stage
  Company) 
  Notes to the Financial Statements 
  June 30, 2007 
  (Unaudited)

|1. | Exploration Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Capital Mineral Investors, Inc. (the Company) was
      incorporated in the State of Nevada on December 31, 2002. The Companys
      principal business is the acquisition and exploration of mineral
      resources. The Company has not presently determined whether its properties
      contain mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable
      operations. As at June 30, 2007, the Company has accumulated losses of
      $529,156 since inception. These factors raise substantial doubt regarding
      the Companys ability to continue as a going concern. These financial
      statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that might be necessary should the Company be unable to continue as a
      going concern.                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Companys plans for the next twelve months are to
      focus on the exploration of its mineral properties in Quebec and Ontario.
      There can be no assurance that the Company will be able to raise
      sufficient funds to pay the expected expenses for the next twelve months.
      Management intends to finance operating costs over the next twelve months
      with existing cash on hand and loans from its sole director and, or, a
      private placement of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Unaudited Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The unaudited interim financial statements have been
      prepared by the Company in accordance with generally accepted accounting
      principles in the United States for interim financial information and
      conforms with instructions to Form 10-QSB of Regulation S-B and reflects
      all adjustments (all of which are normal and recurring in nature) that, in
      the opinion of management, are necessary for fair presentation of the
      interim periods presented. The results of operations for the interim
      periods presented are not necessarily indicative of the results to be
      expected for any subsequent quarter or for the entire year ending December
      31, 2007. Certain information and footnote disclosures normally included
      in financial statements prepared in accordance with generally accepted
      accounting principles in the United States have been condensed or omitted.
      These unaudited interim financial statements and notes included herein
      should be read in conjunction with the Companys audited financial
      statements and notes for the year ended December 31, 2006, included in the
      Companys Annual Report on Form 10-KSB. The accounting principles applied
      in the preparation of these interim financial statements are consistent
      with those applied for the year ended December 31, 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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F-4

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Capital Mineral Investors, Inc. 
  (An Exploration Stage
  Company) 
  Notes to the Financial Statements 
  June 30, 2007 
  (Unaudited)

|2. | Mineral Properties (continued)                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                         
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|   | c)                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                            
|   | On June 13, 2006, the owner of the optionor of the Que
      Agreement, Golden Darling Agreement and Fenton Agreement became a
      significant shareholder of the Company pursuant to a private share
      purchase agreement with a former shareholder.
|   |                                                                                                                                                                                                                                                            
|3. | Notes Payable                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                            
|   | Notes payable are due to certain of the Companys
      directors, officers and a former director. These notes are unsecured,
      non-interest bearing, and have no specific terms of repayment.                                                         
|   |                                                                                                                                                                                                                                                            
|4. | Related Party Transactions                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                            
|   | During the six-month period ended June 30, 2007, the
      Company had transactions with certain officers and directors of the
      Company as follows:                                                                                                   
|   |                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                            
|   | As at June 30, 2007, $70,208 (December 2006 - $17,400)
      was owing to the President of the Company. This amount is unsecured,
      non-interest bearing and has no specific terms of repayment.                                                       
|   |                                                                                                                                                                                                                                                            
|   | All related party transactions were recorded at the
      exchange amount, which is the value established and agreed to by the
      related parties reflecting arms length consideration payable for similar
      services or transfers.                 

F-5

---

Capital Mineral Investors, Inc. 
  (An Exploration Stage
  Company) 
  Notes to the Financial Statements 
  June 30, 2007 
  (Unaudited)

|5. | Common Stock
|-- | ------------
|   |             
|   | a)          
|   |             
|   | b)          
|   |             
|   | c)          
|   |             
|   |             

| |                            |  | Number of |   |   | Weighted average |  |  | Weighted average    | 
| | -------------------------- |  | --------- | - | - | ---------------- |  |  | ------------------- | 
| |                            |  | warrants  |   |   | exercise price   |  |  | life
      (months) | 
| | Balance, December 31, 2006 |  | 250,000   |   | $ | 0.20             |  |  | 6                   | 
| | Expired during the period  |  | (250,000  | ) |   | 0.20             |  |  |                    | 
| | Balance, June 30, 2007     |  |          |   | $ |                 |  |  |                    | 

To June 30, 2007, the Company has not
  granted any stock options or recorded any stock-based compensation.

|6. | Subsequent Events
|-- | -----------------
|   |                  
|   | a)               
|   |                  
|   | b)               

F-6

---

ITEM
2.              Management's
Discussion and Analysis or Plan of Operations.

Business Development

Capital Mineral Investors, Inc. (the Corporation) was
incorporated under the laws of the State of Nevada on December 31, 2002.

The Corporations principal executive offices are located at
Suite 700  101 Convention Centre Drive, Las Vegas, Nevada 89109 and the
telephone number is (702) 284-5848.

The Corporation has not been involved in any bankruptcy,
receivership or similar proceedings nor has there been any material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of business of the Corporation.

Business of the Corporation

Overview

The Corporation is a start-up, exploration stage company
engaged in the business of the exploration and development of mineral
properties.

Presently, the Corporation has an active and material interest
in the following properties: (collectively, the Properties).

|1. | The Fenton Property (Guercheville, Quebec); The
      Corporation purchased a 100% interest in the 26 claims from Maverick
      Investment Corporation. The claims are still registered in the name of
      Patrick OBrien, the sole shareholder and director of Maverick Investment
      Corporation but the Corporation is the beneficial owner. These 26 mineral
      claims total approximately 417 hectares (1,030 acres). 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | The Que Property (Huddersfield, Quebec); The Corporation
      renewed two mineral claims (numbers 61305 and 61306 in NTS 31F15) and no
      others for the Que Property. The claims are registered in the name of
      Patrick OBrien and the Corporation has an option to acquire 80% of the
      interest in this property. The size of the claim area is 45.45 (112 acres)
      and 45.42 hectares (112 acres) respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | The Golden Darling Property (Larder Lake Mining District,
      Ontario); The Golden Darling Property consists of 5 contiguous claims
      (numbers 4208000, 3009278, 3009277, 4207999, and 4208001) of approximately
      113 hectares (380 acres) in size. The claims are registered in the name of
      Patrick OBrien and the Corporation has an option to acquire 80% of the
      interest in this property.               

Exploration Program Recommendations

The Corporation intends to develop and execute an exploration
program for 2008 focused on its Golden Darling Property at a cost of $183,000
subject to the Corporation obtaining adequate financing. Management believes
that this property will in the future provide the Corporation with potential for
locating economic mineralization once an initial exploration and survey program
is conducted. When we have the funds, exploration will be undertaken using
modern methods to re-examine and assay previous economic ore grade locations.
The exploration program will evaluate historical showings and perform a
geophysical survey in conjunction with prospecting and geological mapping.
Exploration will be undertaken with the goal of creating targets to test by
mechanical trenching and or drilling. Initial exploration activities (grid
establishment, geological sampling, soil sampling, rock sampling, geophysical
surveys and mechanical trenching where deemed appropriate) do not involve ground
disturbance and will not require a work permit. To date this kind of property
scale information has not been done on this property. We expect to initiate
surveying work during the third quarter of 2008 on the Golden Darling
Property.

Our mineral claims do not have any mineral reserves. The
properties that are the subject of our mineral claims are undeveloped and do not
contain any open-pit or underground mines. There is no mining plant or equipment
located on the properties. Exploration is currently in the preliminary stages.
Our proposed

---

exploration programs described below are exploratory in nature
and there is no assurance that mineral reserves will be found.

The Corporation expects to engage a professional geologist to
assist us in conducting mineral exploration. The Corporation has not collected
any ore samples to date. When field work and sampling are undertaken, quality
assurance and quality control protocols will be implemented and supervised by a
professional geologist or trained geophysicist to guarantee assay precision and
accuracy procedures and protocols. Presently, we have not hired such a
professional.

Presently, we do not have any geological justification for each
of our proposed exploration budgets described below because we do not have the
funds to hire a professional geologist to make such determination in a
recommended exploration program. The budgets described below are managements
best estimates on a proposed exploration program based on their experience and
initial assessment of the merits of the property. Management gives no
reassurances that the exploration program proposed below is accurate or
efficient in assessing the merits of any future and more extensive exploration
program. We will have to raise a total of $183,000 to conduct survey work on the
Golden Darling Property and we do not give any reassurances that we be
successful in raising the money.

If we raise the funds in a private financing, the following
will be the proposed exploration budgets for the Fenton, Que and Golden Darling
Properties, respectively:

Fenton Property Proposed Work Program for 2008  2009

Geological mapping, line cutting and magnetometer survey

|Geologist 5 days @ $500/day | $ | 2,500 | 
|--------------------------- | - | ----- | 
|                            |   |       | 
|Room, Board, Quad           | $ | 2,000 | 
|                            |   |       | 
|Supplies                    | $ | 500   | 
|                            |   |       | 
|Reports and Maps            | $ | 2,000 | 
|                            |   |       | 
|Contingencies               | $ | 1,000 | 
|                            |   |       | 
|Total Fenton                | $ | 8,000 | 

Que Property Proposed Work Program for 2009

Geological mapping, line cutting and magnetometer survey

|2 technicians @ $500/day for 7 days | $ | 3,500  | 
|----------------------------------- | - | ------ | 
|                                    |   |        | 
|Room, Board, Quad                   | $ | 3,000  | 
|                                    |   |        | 
|Supplies                            | $ | 2,500  | 
|                                    |   |        | 
|Reports and Maps                    | $ | 2,500  | 
|                                    |   |        | 
|Contingencies                       | $ | 1,500  | 
|                                    |   |        | 
|Total Que                           | $ | 13,000 | 

---

Golden Darling Property Proposed Work Program for 2008

Prospecting and Sampling

|2 technicians @ $600/day for 10 days | $ | 6,000 | 
|------------------------------------ | - | ----- | 
|                                     |   |       | 
|Travel to property                   | $ | 5,000 | 
|                                     |   |       | 
|Room, Board, Quad                    | $ | 4,000 | 
|                                     |   |       | 
|Assays 50 @ $20 / sample             | $ | 1,000 | 
|                                     |   |       | 
|Supplies                             | $ | 1,000 | 

Geological mapping,

|Geologist 10 days @ $500/day | $ | 5,000 | 
|---------------------------- | - | ----- | 
|                             |   |       | 
|Room, Board, Quad            | $ | 4,000 | 
|                             |   |       | 
|Supplies                     | $ | 1,000 | 
|                             |   |       | 
|Reports and Maps             | $ | 4,000 | 
|                             |   |       | 
|Contingencies                | $ | 4,000 | 

Diamond Drilling

|1000 meters - $125/metre (all inclusive) | $ | 125,000 | 
|---------------------------------------- | - | ------- | 
|                                         |   |         | 
|Report and Maps                          | $ | 10,000  | 
|                                         |   |         | 
|Contingencies                            | $ | 13,000  | 
|                                         |   |         | 
|Total Golden Darling                     | $ | 183,000 | 

Competitive Business Conditions, Position and Methods of
Competitiveness

The Corporation operates in the highly competitive area of
mining and mineral exploration and production. Many of its competitors have much
greater financial and other resources than the Corporation possesses. Such
competitors have a greater ability to bear the economic risks inherent in all
phases of the industry. While the Corporation competes with other mining and
mineral exploration and production companies, there is no competition for the
exploration or removal of mineral out of the Corporations properties. There are
readily available markets for minerals that the Corporation is able to recover
from its properties. In the exploration and production business, the costs of
exploration and drilling program, the development of transportation systems to
bring future production to the market and transportation costs of minerals are
factors that affect the Corporations ability to compete in the marketplace.

Government Approval

The Corporations operations require licenses and permits from
various governmental authorities. The Corporation believes that it holds, or
will hold all necessary licenses and permits under applicable laws and
regulations for its operations and believes it will be able to comply in all
material respects with the terms of such licenses and permits. However, such
licenses and permits are subject to change in various circumstances. There can
be no guarantee that the Corporation will be able to obtain or maintain all
necessary licenses and permits that may be required to maintain continued
operations that economically justify the cost.

Governmental Regulations

The Corporations mineral exploration program is subject to the
Canadian Mineral Tenure Act (the "Act"). This Act sets forth rules for locating
claims, posting claims, working claims and reporting work performed.

---

The Corporation is also subject to the applicable Ontario and
Quebec Mineral Exploration Codes, which sets out how and where the Corporation
can explore for minerals. The Corporation must comply with these laws to operate
its business. Compliance with these rules and regulations will not adversely
affect the Corporations operations.

The Corporation is also required to give written or verbal
notification to the district inspector prior to the comment of exploration
activities.

The Corporation is required to reclaim its mining claim after
it completes the exploration program. The Corporation must remove the garbage,
drums of fuel, clean the spills and fill in the open trenches.

Costs and Effects of Compliance with Environmental Laws

The Corporation is also subject to the environmental laws of
Ontario and QuebecThese laws deal with environmental matters relating to
the exploration of mining properties. The goals are to protect the environment
through a series of regulations affecting health, safety archeological sites and
exploration access.

The Corporation is responsible to provide a safe working
environment, not disrupt archeological sites, and conduct its activities to
prevent unnecessary damage to the property.

The Corporation will secure all necessary permits for
exploration and, if exploration is warranted on the property, will file final
plans of operation before the Corporation starts any exploration operation.
Management anticipates no discharge of water into active stream, creek, river or
lake, or any other body of water regulated by environmental law or regulation.
No endangered species will be disturbed. Restoration of the disturbed land will
be completed according to law. All holes, pits and shafts will be sealed upon
abandonment of the property. It is difficult to estimate the cost of compliance
with the environmental law since the full nature and extent of the Corporations
proposed activities cannot be determined until it starts its operations and know
what will be involved from an environmental standpoint. Management believes that
the Corporation is in compliance with the Act and will continue to comply with
the Act in the future. Management believes that compliance with the Act will not
adversely affect the Corporations business operations in the future.

Number of Total Employees and Full-Time Employees

At present, the Corporation has no employees other than Mr.
Jerry Dibble. Mr. Dibble holds offices of President, Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer of the Corporation. Mr.
Dibble does not have an employment agreement with the Corporation. For the six
month period ended June 30, 2007, management fees of $30,000 and rent expense of
$2,400 were payable to Mr. Dibble and Mr. Dibble paid $14,408 on behalf of the
Corporation. As at June 30, 2007, $70,208 was owing to Mr. Dibble and the amount
is unsecured, non-interest bearing and has no specific terms of repayment.

The Corporation presently does not have pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans,
however, any such plans may be adopted in the future.

Risk Factors

There is no assurance that our business will be profitable. We
must conduct exploration to determine what amount and type of minerals, if any,
exist on our property. We do not claim to have any reserves whatsoever at this
time on any of our claims. An investment in our common stock involves a high
degree of risk. You should carefully consider the risks described below and the
other information in this report before investing in our common stock. If any of
the following risks occur, our business, operating results and financial
condition could be seriously harmed.

Because our management does not have formal training
specific to the mining industry, there is a higher risk our business will fail.

Our management team does not have any formal training as
geologists, or in the technical aspects of management of a company specializing
in mining and exploration for base and precious metals. With no direct formal
training in these areas, our management may not be fully aware of the specific
technical

---

requirements related to working within this industry.  Our management team has limited business experience with exploration companies, their decisions and choices may not take into account standard exploration or mining approaches commonly used in
the industry. As a result of this inexperience, there is a higher risk of our being unable to complete our business plan for the exploration of our mineral claims. In addition, we will have to rely on the technical services of others with expertise
in geological exploration in order for us to carry our planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher
risk of business failure.

Because our property has not been physically examined by a professional geologist or mining engineer and no one has visited the sites of our property, you cannot rely on the accuracy of any information provided about our property.

Our property has not been physically examined in the field by a professional geologist or mining engineer. The information provided herein about our property cannot be confirmed as to its accuracy and should not be relied upon in your investment
decision. If the property is inaccurately described as to the location, geological history, or historical exploration work, you may suffer losses to your investment in our Corporation because our property may not be valuable with respect to the
possibility of finding precious metals.

We may not be able to continue as a going concern; we do not have funds to conduct exploration; and we risk losing our property.

Because of our lack of funds and short operating history incurring only expenses, our independent accountants' audit report states that there is substantial doubt about our ability to continue as a going concern. Our independent auditor pointed out
that we incurred only losses since our inception raising substantial doubt about our ability to continue as a going concern. Therefore, our ability to continue as a going concern is highly dependent upon obtaining additional financing for our
planned operations. Presently, we do not have any funds to conduct any exploration program.  Our property agreements require us to make payments to the optionor and spend money on exploration. If we do not make these commitments, we may lose our
interest in these property option agreements.

Patrick OBrien, the optionor to our property agreements, controls 52% of our shares and may influence corporate decisions that are inconsistent with the best interest of other shareholders. Patrick OBrien, the sole shareholder and
director of Maverick Investment Corporation, controls 52% of our common shares. Accordingly, in accordance with our articles of incorporation and bylaws, Mr. OBrien is able to control the election of our board of directors and thus could act,
or could have the power to act, as our management. The interests of Mr. OBrien may not be, at all times, the same as that of other shareholders. Since Mr. OBrien is not simply a passive investor but is also, indirectly, a contractual
party as the optionor in the Que and Golden Darling Property Option Agreements, where the Corporation has an option to acquire an 80% interest in the properties, his interests as a contractual party and significant shareholder may be adverse to
those of other investors in the shares of our Corporation. Where those conflicts exist, Mr. OBrien may not exercise powers fairly to our other shareholders. Mr. OBrien will have the ability to significantly influence the outcome of most
corporate actions requiring shareholder approval, including the potential merger with other companies and the sale of all or substantially all of our assets and amendments to our articles of incorporation. This concentration of ownership with Mr.
OBrien may also have the effect of delaying, deferring or preventing a change in control of the Corporation, which may be disadvantageous to minority shareholders.

Title to the Fenton, Que and Golden Darling claims is registered in the name of Mr. Patrick OBrien and he may transfer title to third parties without our knowledge.

The Que and Golden Darling Property Option Agreements only give us a right to acquire the respective claims by fulfilling our obligations under the contract.  We cannot absolutely prevent Mr. OBrien from transferring the claims to third
parties without our knowledge. A third party has no way of knowing that we have rights to such claims since ownership is registered in the name of Mr. OBrien at the applicable

---

Minerals Title Office. If these claims are transferred to third
parties we may have to litigate in order to determine our ownership rights.
There is no way of knowing if Mr. OBrien will or has transferred the claims to
third parties. Our only protection is our contractual rights under the Que and
Golden Darling Agreements. We have beneficial ownership of the Fenton claims but
title is not registered in our name. Presently, there are no arrangements to
transfer legal title to us.

DESCRIPTION OF PROPERTY

The Hart Property  British Columbia

In September 2006, the Corporation completed sampling and
survey work on the Corporations existing mining claim located on the Hart
property in British Columbia (the Hart Claim). The samples were sent out for
analysis, and upon a review thereof, it was determined that the Hart Claim was
not valuable for further development.

In December 2006, when the Hart Claim expired, management
reviewed the data to date and determined not to renew the Hart Claim.

The Fenton Property  Guercheville, Quebec

Overview

On May 31, 2006, the Corporation entered into a purchase
agreement (the Purchase Agreement) with Maverick Investment Corp. (the
Maverick), wherein the Corporation purchased for a purchase price of $12,500
from the Vendor an undivided 100% interest in 26 mineral claims totaling
approximately 417 hectares and situated on the Fenton property located in
Guercheville, Quebec, subject to a net smelter return (a NSR) royalty of 3%.
An annual advance royalty of $10,000 is payable to Maverick on each anniversary
commencing on December 31, 2008 by an extension agreement dated March 18, 2008.
The Fenton Property claims are not in good standing as of April 2008 and will
need to be re-staked at a cost of CDN$1,200. The work required to be conducted
on the property in order to keep the property in good standing is CDN$500 per
claim per year. No exploration has yet been undertaken on the Fenton Property.

The claims are registered in the name of Patrick OBrien,
  a contractual party to our other property option agreements and significant
  shareholder of our Corporation beneficially owning 52% of our shares.

Location & Access

Access to the Fenton property is via paved highway route 113
between the towns of Chapais and Senneterre, Quebec. Access is along a forestry
gravel road turnoff at km 318 along the provincial highway 113 about 18
kilometres west of Chapais. This forestry road traverses in a south-west
direction along the river Opawica which traverses the property at kilometer 41
and 46. Optional access to the property using a forestry route from the town of
Desmaraisville (Lac Short) is also available.

---



---

Physiography, Climate and Infrastructure

The Chibougamau/Chapais area has a well-developed
infrastructure to supporting mining projects, including transportation, a
well-trained labor force, service and maintenance industries and an airport.
Hydro-Quebec's electricity substation is nearby in Chapais and Chibougamau.
Chapais Energie, Société en Commandite (''Chapais'') owns a 27.0MW electricity
generating plant which burns wood waste and is located in the Town of Chapais,
Québec.

The topography was carved by glaciers more than 10,000 years
ago. Vegetation is bushy, typical of harvested forest, and the rocky surface is
rugged. The area characterized by very little broken relief and therefore has
badly drained areas, causing vast zones of marshes and peat bogs and shallow
lakes. The climate of the Chapais area of Québec is characterized by striking
regional variations, by long, cold winters and short, cool summers, and by ample
year-round precipitation, about a third of which falls as snow. Winter weather
is severe with temperatures to -50C and summer temperatures in the high 20C.
Short transitional seasons in spring and fall are the norm for the area.

Claims

The Fenton Property consists of the following claims.

Claim
      Numbers
    Claim Numbers
    Claim NumbersCL 5254001
    CL
      5254013
    CL
      5254035CL 5254002
    CL
      5254018
    CL
      5254060CL 5254003
    CL
      5254019
    CL
      5254061CL 5254004
    CL
      5254020
    CL
      5254062CL 5254005
    CL
      5254026
    CL
      5254063CL 5254006
    CL
      5254031
    CL
      5254064CL 5254007
    CL
      5254032
    CL
      5254068CL 5254011
    CL
      5254033
    CL
      5254069CL 5254012
    CL
      5254034


(Located in NTS Area 32G11, Guercheville Township, Province of
Quebec )

The Que Property  Quebec

Overview

On May 31, 2006, the Corporation entered into an option
agreement (the Quebec Option Agreement) with Maverick for a two year term,
wherein the Corporation acquired an option to purchase a 80% interest in 71
mineral claim cells and 14 mineral claim lots situated on the Que property
located in Huddersfield, Quebec, subject to a NSR royalty of 3% for a total of
US$121,000 and 1,000,000 Shares in the capital of the Corporation. An advance
royalty of $10,000 per year is payable to Maverick and commences on December 31,
2008 and is due on each subsequent anniversary until the commencement of
commercial production.

In addition, pursuant to the terms of the Quebec Option
Agreement, the Corporation has the option to purchase from Maverick one-half of
the 3% NSR royalty for the sum of $1,000,000.

The Corporation renewed, on March 30, 2007, what it considered
to be the two most prospective claim cells, numbers 61305 and 61306, situated in
NTS 31F15, by paying the required renewal fees of a total of CDN$2,592 for both
claim cells. The next renewal date is March 30, 2009. The claims cells are 45.45
and 45.42 hectares in area size, respectively. Now, only two claims are subject
to the Que Property Option Agreement.

Additionally, the Que Property Option Agreement was amended and
restated on March 31, 2008. The schedule for the Corporation to make payments,
issue shares and undertake exploration expenditures have been amended as
follows:

|a. | The Option to acquire 80% of the Que Property shall be
      exercised by the Corporation paying to Maverick Investment Corp. a total
      of US$121,500 and issuing a total of 1,000,000 shares of the Corporation
      to Maverick in the following manner:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | (i)   | $1,500 upon execution of the Agreement (paid);                                                                               
| | ----- | -----------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                              
| | (ii)  | $30,000 within 60 days of the execution of this Agreement
      (due date extended to December 31, 2008 by mutual agreement);
| |       |                                                                                                                              
| | (iii) | 400,000 shares upon the execution of this Agreement
      (issued May 31, 2006);                                             
| |       |                                                                                                                              
| | (iv)  | $40,000 and 300,000 common shares (issued April 1, 2007)
      on or before December 31, 2008; and                           
| |       |                                                                                                                              
| | (v)   | $50,000 and 300,000 common shares on or before December
      31, 2009.                                                      

|b. | The Corporation shall carry out cumulative exploration
      expenditures on the Que Property over a three year period in the following
      manner:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                      
|   | (i)                                                                                                                                                  
|   |                                                                                                                                                      
|   | (ii)                                                                                                                                                 
|   |                                                                                                                                                      
|   | (iii)                                                                                                                                                

As a result of delaying certain commitments for the year ending
December 31, 2006, the Company issued 200,000 common shares on April 1, 2007 to
the Optionor as additional compensation.

Under the terms of the Amendment Agreement re: Que Property
dated March 18, 2008, if the Corporation fails to keep all of the original
claims in good standing for the term of the Option Agreement, the Corporation
will, upon the loss of more than the majority plus one of the original claims,
compensate Maverick by issuing 600,000 common shares of the Corporation to
Maverick. These shares have been authorized for issuance on August 5, 2008 to
Maverick but have not been issued.

Claim Numbers
    NTS
    Claim Numbers
    NTS
    Claim Numbers
    NTSCDC 61375
    31F09
    CDC 61305
    31F15
    Range VII, Lot 18 (pending)
    31F15CDC 61376
    31F09
    CDC 61306
    31F15
    Range VII, Lot 19 (pending)
    31F15


All of the above mineral titles are located in the Province of
Quebec, Canada

Location:

The property now consists of 2 claims totaling approximately 91
hectares located in Grand Calumet and Huddersfield Townships, Quebec, being
approximately 37 km northwest of Hull on the Ottawa River and 4km NE of the
village of Riviere-Berry.

---



---

Access:

The property is easily accessible via all weather gravel and
paved roads. History:

The Que property assemblage is a grass roots Uranium property
and it is up to the Company to develop the geological knowledge base for future
exploration. Government records show positive sampling and radiometric surveys
indicated significant radioactivity in the area during the early 1950s.

Property in the area was first worked by Calumet Uranium Mines
Ltd. from 1953 to 1954 during which period radiometric surveys, along with
stripping and sampling were undertaken following the discovery of significant
radioactivity. Based on these surveys and the positive sampling results, diamond
drilling was started in the spring of 1954 and by June 1955, 20,082 feet of
drilling in 39 holes had been completed. Further drilling was undertaken in the
area with a reported 80 holes being drilled. Geological mapping, mineralogical
studies, and further analysis followed with all work being completed by 1956.

The Golden Darling Property  Ontario

Overview

On May 31, 2006, the Corporation entered into an option
agreement (the Golden Darling Option Agreement) with Maverick for a two year
term, wherein the Corporation acquired an option to purchase an 80% interest in
5 mineral claims situated on the Golden Darling property located in Larder Lake
Mining District, Ontario, subject to a NSR royalty of 3% for a total of
US$75,000 and 1,000,000 Shares in the capital of the Corporation. An advance
royalty of $10,000 per year is payable to Maverick and commences on December 31,
2008 and is due on each subsequent anniversary until the commencement of
commercial production.

In addition, pursuant to the terms of the Golden Darling Option
Agreement, the Corporation has the option to purchase from Maverick one-half of
the 3% NSR royalty for the sum of $1,000,000.

Additionally, the Golden Darling Option Agreement was amended
and restated on March 31, 2008. The schedule for the Corporation to make
payments, issue shares and undertake exploration expenditures have been amended
as follows:

|(a) | The Option to acquire 80% of the Golden Darling Property
      shall be exercised by the Corporation paying to Maverick Investment Corp.
      a total of US$75,000 and issuing a total of 1,000,000 shares of the
      Corporation to Maverick in the following manner:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                          
|    | (j)                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                          
|    | (iii)                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                          
|    | (iv) $25,000 and 400,000 common shares on or before
      December 31, 2009;                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                          
|(b) | The Corporation shall carry out cumulative exploration
      expenditures on the Golden Darling Property over a three year period in
      the following manner:                                                                                                         
|    |                                                                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                          
|    | (iii)                                                                                                                                                                                                                                                                    

As a result of delaying certain commitments for the year ending
December 31, 2006, the Company issued 200,000 common shares on April 1, 2007 to
the Optionor as additional compensation.

Golden Darling Property Description

The Golden Darling Property consists of 5 contiguous claims of
approximately 280 acres in size. It consists of claims numbers 4208000, 3009278,
3009277, 4207999, and 4208001, which are located 16 km southeast of Kirkland
Lake, Ontario in the gold producing region of Abitibi Greenstone belt. The
property is serviced by paved highway and is accessible for twelve months per
year. Gold was discovered in 1914 on the property.

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In May 2007, the Corporation engaged a geophysicist, J. H.
Forbes, to conduct line-cutting grid work and a follow up magnetometer survey on
the Golden Darling claims. Mr. Forbes performed the work and provided a report
to the Corporation and subsequently filed to have the work credits applied to
renew the claims as follows:

Claim Number
    Renewal Date4208000
    May 26, 20103009278
    June 02, 20133009277
    June 02, 20104207999
    May 26, 20094208001
    May 26, 2009


Results of Operations

From Inception to June 30, 2007.

Since inception, the Corporation has incurred a net loss of
$529,156 and no revenues. Legal fees and accounting and audit fees was $154,030.
Mineral property costs was $256,243.

Net cash provided by financing activities from inception to June
  30, 2007 was $328,291, which was a result of proceeds received from subscriptions
  of shares totaling $275,950 and a note payable of $52,341.

Liquidity and Capital Resources

As of June 30, 2007, the Corporation has yet to generate any
revenues from its business operations.

The Corporation issued 6,000,000 founders shares on March 4,
2003, which was accounted for as capital of $6,000. The Corporation further
raised $34,950 in 2004 though a public offering.

As of June 30, 2007, there has been no direct or indirect
payment from the proceeds of the public offering to any directors, officers,
persons owning 10% or more of shares, any affiliates of the public or others.
Since inception, Jerry Dibble and Phillip Derry have advanced demand loans to
the Corporation in the total sum of $51,341, which was used for organizational
and start-up costs and the public offering expenses including, legal and
auditing fees. The demand loans do not bear interest. Jerry Dibble and Phillip
Derry agreed with the Corporation to accept repayment of the demand loans when
the Corporation is able to pay them back.

On May 3, 2005, the Corporation raised $140,000 through a
private placement and paid back $25,000 to Phillip Derry as partial repayment of
the outstanding demand loans to the Corporation. On June 23, 2006, the
Corporation raised $25,000 through a private placement.

As of June 30, 2007, the Corporation had cash of $1,041;
accounts payable and accrued liabilities of $39,774; notes payable of $52,341;
and, liabilities due to related parties of $70,208. As of June 30, 2007, the
Corporation had net working deficiency of $161,282.

As at June 30, 2007, the Corporations total assets were
$9,117, and total liabilities were $162,323. Under the Amended and Restated Que
Property Option Agreement, the Corporation is obligated to make total payments
of $80,000 to Maverick on or before December 31, 2008. Also, under the Amendment
Agreement re: Que Property dated March 18, 2008, 600,000 shares have been
authorized for issuance on August 5, 2008 to Maverick Investment Corp. but have
not been issued. Under the Amended and Restated Golden Darling Property Option
Agreement, the Corporation is obligated to make total payments of $35,000 to
Maverick, and make $50,000 of exploration expenditures on the property on or
before December 31, 2008.

---

The Corporation needs to raise more funds by private placement,
public offering or loans in order to continue its exploration programs. If the
Corporation fails to raise sufficient funds for the mining programs, it will
have to suspend or cease operations. The Corporation is presently considering a
variety of financing methods in order to further its business development and
exploration activities.

Safe Harbour

This quarterly report on Form 10-QSB (the Report) for the six
months ended June 30, 2007 contains forward-looking statements. These statements
relate to future events or future financial performance of the Corporation. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause the
Corporation or its industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievement expressed or implied by these
forward-looking statements.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect current judgment
regarding the direction of the Corporations business, actual results will
almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein. Except as
required by applicable law, including the securities laws of the United States,
the Corporation does not intend to update any of the forward-looking statements
to conform these statements to actual results.

ITEM
3.              Controls
and Procedures

Based on the evaluation of the Corporations disclosure
controls and procedures required by paragraph (b) of Rule 13a-15 under the
Exchange Act, as of June 30, 2007, the end of the financial period covered by
this Report, the Corporations Principal Chief Executive Officer (the PEO) and
Principal Financial Officer (the PFO) have concluded that the Corporations
disclosure controls and procedures are effective.

Based on the evaluation of internal control over financial
reporting required by paragraph (c) of Rule 13a-15 under the Exchange Act, as of
June 30, 2007, the end of the financial period covered by this Report, the
Corporations PEO and PFO have concluded that:

|1. | the Corporation is presently unable to segregate duties
      within the Corporation as a means of internal control over financial
      reporting;                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | the Corporation is presently relying on overriding
      management short-term review procedures until such time as additional
      funding is provided to hire additional executive to segregate duties
      within the Corporation;                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | the Corporations present internal control over financial
      reporting is effective in that it provides reasonable assurance regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles; and                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | there has not been any change in the Corporations
      internal control over financial reporting identified in connection with
      the evaluation required by paragraph (d) of Rule 13a-15 that occurred
      during the Corporations quarter ended June 30, 2007 that has materially
      affected, or is reasonably likely to materially affect, the Corporations
      internal control over financial reporting.

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PART
II              OTHER
INFORMATION

ITEM
1.              Legal
Proceedings

Not Applicable.

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

The following sets forth certain information regarding sales
of, and other transactions with respect to, our securities, which sales and
other transactions were not registered pursuant to the Securities Act of 1933.
Unless otherwise indicated, no underwriters were involved in such transactions.

On April 1, 2007, we issued 500,000 common shares to Maverick
Investment Corp. under the terms and conditions of the Que Property Option
Agreement.

On April 1, 2007, we issued 500,000 common shares to Maverick
Investment Corp. under the terms and conditions of the Golden Darling Property
Option Agreement.

ITEM
3.              Defaults
Upon Senior Securities

Not Applicable.

ITEM
4.              Submission
of Matters to a Vote of Security Holdings

Not Applicable.

ITEM
5.              Other
Information

Not Applicable.

ITEM
6.              Exhibits

|Exhibit No. | Description                                                                               
|----------- | ------------------------------------------------------------------------------------------
|3.1*        | Articles of Incorporation                                                                 
|3.2*        | Bylaws                                                                                    
|4.1*        | Specimen Stock Certificate                                                                
|4.2*        | Promissory Note to Jerry Dibble for $8,483.50                                             
|4.3**       | Promissory Note to Philip Derry
      for $17,857.23                                      
|10.1***     | Amended and Restated Que Property Option Agreement
      dated March 31, 2008             
|10.2***     | Amended and Restated Golden Darling
      Property Option Agreement dated March 31, 2008  
|10.3***     | Amendment Agreement for Royalty Payment for the
      Fenton Property dated March 18, 2008
|10.4***     | Amendment Agreement re: Que Property
      dated March 18, 2008                           
|99.1****    | Option Agreement for Quebec property dated May
      31, 2006                             
|99.2****    | Option Agreement for Ontario property
      dated May 31, 2006                            
|99.3****    | Purchase Agreement for Quebec (Fenton) property
      dated May 31, 2006                  
|31.1        | Rule
      13(a)  14(a)/15(d) - 14(a) Certifications                                     
|32.1        | Section 1350 Certifications                                                               

*Filed as an Exhibit to the Corporation's Registration
Statement on Form SB-2, dated May 23, 2003, and incorporated herein by this
reference.

**Filed as an Exhibit to the Corporation's Form 10-KSB/A on
April 24, 2006, and incorporated herein by this reference.

***Filed as an Exhibit to the Corporation's Form 10-KSB/A on
August 13, 2008, and incorporated herein by this reference.

****Filed as an Exhibit to the Corporations Form 8-K on May
31, 2006, and incorporated herein by this reference.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: August 13, 2008

CAPITAL MINERAL INVESTORS, INC.

|BY: | /s/ Jerry
      Dibble                                                    | 
|--- | --------------------------------------------------------------------------- | 
|    | Jerry Dibble                                                                | 
|    | President and Director                                                      | 
|    | (who also performs the function of Principal Chief
      Executive Officer,
|    | Principal Financial Officer and Principal Accounting
      Officer)         | 
|    |                                                                             | 
|BY: | /s/ Gary
      Benson                                                     | 
|    | Gary Benson                                                                 | 
|    | Director                                                                    | 

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