UNITED
        STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549

________________

FORM
        20-F



ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE
        SECURITIES EXCHANGE ACT OF 1934



For the
        fiscal year ended January 31, 2008

Commission file number: 0-21968



BRAZAURO RESOURCES CORPORATION

(Exact
        Name of Registrant as Specified in Its Charter)



British Columbia

                        (State or Other Jurisdiction of

                        Incorporation or Organization)

                    76-0195574

                        (I.R.S. Employer Identification No.)


16360
        Park Ten Place, Suite 217

Houston,
        TX 77084
        (Address of Principal Executive Offices, including Zip Code)



(281)
        579-3400

(Registrant’s Telephone Number, Including Area Code)



Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

                        None

                    Name of Exchange on Which Registered

                        None




Securities registered pursuant to Section 12(g) of the Act:



Title
        of Each Class

COMMON
        STOCK

Securities for which there is a reporting obligation pursuant to Section
        15(d) of the Act.

None



Indicate
        the number of outstanding shares of each of the issuer’s classes of capital or common
        stock as January 31, 2008: 76,437,621 Common
        Shares



Indicate by
        check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
        Securities Act.   Yes o   No
        x



Indicate by
        check mark if the registrant is not required to file reports pursuant to Section 13 or
        Section 15(d) of the Act.  Yes o   No
        x



Indicate by check mark whether the registrant: (1) has filed
        all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
        1934 during the preceding 12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such filing requirements for
        the past 90 days. Yes  x  No
        o



Indicate by
        check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
        non-accelerated filer. See definition of “accelerated filer and large accelerated
        filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
                        o

                    Accelerated filer o

                    Non-accelerated filer
                        x




Indicate by check mark which financial statement item the
                        registrant has elected to follow:

                    x Item
                        17

                    o Item 18




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



---



BRAZAURO RESOURCES CORPORATION

FORM
        20-F

TABLE
        OF CONTENTS

Item

                    Page


Number

                    Number




Item 1.

                    Identity of Directors, Senior Management and
                        Advisers

                    1


Item 2.

                    Offer Statistics and Expected Timetable

                    1


Item 3.

                    Key Information

                    1


Item 4.

                    Information on the Company

                    5


Item 4A.

                    Unresolved Staff Comments

                    10


Item 5.

                    Operating and Financial Review and Prospects

                    10


Item 6.

                    Directors, Senior Management and Employees

                    15


Item 7.

                    Major Shareholders and Related Party Transactions

                    21


Item 8.

                    Financial Information

                    22


Item 9.

                    The Offer and Listing

                    23


Item 10.

                    Additional Information

                    25


Item 11.

                    Quantitative and Qualitative Disclosures About Market
                        Risk

                    34


Item 12.

                    Descriptions of Securities Other than Equity
                        Securities

                    35


> PART II

Item 13.

                    Defaults, Dividend Arrearages and Delinquencies

                    35


Item 14.

                    Material Modifications to the Rights of Security Holders and
                        Use of Proceeds

                    35


Item 15T.

                    Controls and Procedures

                    35


Item 16A.

                    Audit Committee Financial Expert

                    36


Item 16B.

                    Code of Ethics

                    36


Item 16C.

                    Principal Accountant Fees and Services

                    37


Item 16D.

                    Exemptions from the Listing Standards for Audit
                        Committees

                    37


Item 16E.

                    Purchase of Equity Securities by the Issuer and Affiliated
                        Purchasers

                    37


> PART III

Item 17.

                    Financial Statements

                    37


Item 18.

                    Financial Statements

                    38


Item 19.

                    Exhibits

                    38






Signatures

                    39






i

---

Item
        1.
        Identity of Directors, Senior Management and Advisors



This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.



Item 2.

                    Offer Statistics and Expected
                        Timetable




This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.



Item 3.

                    Key Information




A.
        Selected Financial Data



The
        selected consolidated financial information set forth below for each of the five years
        ended January 31, 2004, 2005, 2006, 2007 and 2008 has been derived from the consolidated
        financial statements of Brazauro Resources Corporation (“the Company”) for the
        years indicated and is expressed in Canadian dollars. The selected consolidated financial
        information should be read in conjunction with the discussion in "Item 5. Operating and
        Financial Review and Prospects" and the Consolidated Financial Statements and related notes
        thereto included on pages 41 to 63 herein. References in this Annual Report on Form 20-F to
        “Notes” are intended to refer to the Notes to the consolidated 1financial
        statements included herein.

In
        this Annual Report on Form 20-F all currency refers to Canadian Dollars (Cdn$) unless
        indicated otherwise.

Since
        its formation, the Company's activities have consisted primarily of acquiring interests in
        mineral properties, exploration of those properties and acquiring financing for such
        purposes. Consequently, the selected consolidated financial data may not indicate the
        Company's future financial performance.



Selected Consolidated Financial Data



Fiscal Year Ended January 312008

                    2007

                    2006

                    2005

                    2004(000's except for net loss per common share
                        data)Operating revenues

                    -

                    -

                    -

                    -

                    -Write-down of mineral properties

                    685

                    795

                    907

                    -

                    -Net loss for the year

                    (4,481)

                    (5,193)

                    (8,259)

                    (3,741)

                    (1,199)Basic and diluted net loss per share

                    (0.06)

                    (0.10)

                    (0.17)

                    (0.10)

                    (0.06)Working capital

                    3,005

                    4,518

                    8,611

                    3,296

                    1,722Total assets

                    30,640

                    11,330

                    13,498

                    6,482

                    2,819Total liabilities

                    2,671

                    412

                    354

                    349

                    369Net assets

                    27,969

                    10,918

                    13,144

                    6,133

                    2,450Common share capital

                    74,807

                    53,729

                    53,433

                    41,536

                    35,820Dividends per share

                    -

                    -

                    -

                    -

                    -Weighted average shares outstanding

                    74,837

                    53,063

                    49,112

                    38,950

                    21,350




The
        consolidated financial statements have been prepared in accordance with generally accepted
        accounting principles in Canada (“Canadian GAAP”), which differ in certain
        respects from the principles the Company would have followed had its consolidated financial
        statements been prepared in accordance with generally accepted accounting principles in the
        United States (“United States GAAP”).  A discussion of differences between
        Canadian GAAP and United States GAAP is contained in Note 16 to the consolidated financial
        statements.



1

---

If the
        Company had followed United States GAAP, certain items in the consolidated financial
        statements would have been reported as follow:



Selected Consolidated Financial Data (United States
        GAAP)



Fiscal Year Ended January 312008

                    2007

                    2006

                    2005

                    2004(000's except for net loss per common share
                        data)Operating revenues

                    -

                    -

                    -

                    -

                    -Write-down of mineral properties

                    115

                    31

                    109

                    -

                    -Net loss for the year

                    (6,106)

                    (6,174)

                    (9,289)

                    (5,290)

                    (1,373)Basic and diluted net loss per common share

                    (0.08)

                    (0.12)

                    (0.19)

                    (0.14)

                    (0.06)Working capital

                    3,005

                    4,518

                    8,611

                    3,296

                    1,722Total assets

                    25,284

                    7,598

                    10,747

                    4,759

                    2,645Total liabilities

                    2,671

                    412

                    354

                    349

                    369Net assets

                    22,613

                    7,186

                    10,393

                    4,410

                    2,276Common share capital

                    74,807

                    53,729

                    53,433

                    41,536

                    35,820Dividends per share

                    -

                    -

                    -

                    -

                    -Weighted average common shares outstanding

                    74,837

                    53,063

                    49,112

                    38,950

                    21,350




Exchange
        Rates



On May 14, 2008, the noon buying rate in New York City for cable transfers
        in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New
        York, was $1.00 (Canadian) = U.S. $0.9982. The following table sets forth, for each of the
        years indicated, additional information with respect to the noon buying rate for $1.00
        (Canadian). Such rates are set forth as U.S. dollars per Canadian $1.00 and are based upon
        the rates quoted by the Federal Reserve Bank of New York.



Rate

                    2007

                    2006

                    2005

                    2004

                    2003Average (1)

                    0.9419

                    0.8844

                    0.8276

                    0.7745

                    0.7289




(1) The
        average rate means the average of the exchange rates on the last day of each month during
        the year.



Canadian/United States Dollar Exchange Rates for the Previous Six
        Months

Rate

                    November, 2007

                    December, 2007

                    January, 2008

                    February, 2008

                    March, 2008

                    April, 2008High

                    1.0908

                    1.0221

                    1.0096

                    1.0291

                    1.0162

                    0.9979Low

                    0.9993

                    0.9789

                    0.9714

                    0.9815

                    0.9732

                    0.9739




B.
        Capitalization and Indebtedness



This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.







2

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C.
        Reason for the Offer and Use of Proceeds



This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.



D.
        Risk Factors



An
        investment in the Company's common shares is highly speculative and subject to a number of
        risks. Only those investors who can bear the risk of the entire loss of their investment
        should participate, and an investor should carefully consider the risks described below and
        the other information that we file with the Securities and Exchange Commission and with
        Canadian securities regulators before investing in the Company's common shares.
         Additional risks that the Company is unaware of or that are currently believed to be
        immaterial may become important factors that affect the Company's business. If any of the
        following risks occur, or if others occur, the Company's business, operating results and
        financial condition could be adversely impacted.



The
        Company’s business plan to acquire additional exploration prospects, continue
        exploration activities on its current projects, and, if warranted, undertake development
        and mining operations, is subject to numerous risks and uncertainties, including the
        following:



Lack
        of Proven Properties and Development Funds. At this point, all of
        the Company's exploration prospects and property interests (collectively the "Properties")
        are gold prospects in Brazil, and the Company has no income from operations. While the
        Company has sufficient funds to complete the exploration phase underway during the first
        two quarters of fiscal 2009 ending July 31, 2008, additional funds will be necessary in
        order for the Company to pursue further exploration on its existing properties and to
        acquire and develop additional exploration prospects. Certain of the Company's planned
        expenditures are discretionary and may be increased or decreased based upon funds available
        to the Company.



As of
        May 14, 2008, the Company does not have sufficient cash to fund general and administrative
        expenses and to complete planned exploration for the third and fourth quarters of fiscal
        2009. As discussed above, the Company will be required to raise additional capital for
        additional exploration activity on its existing properties and acquisition of new
        exploration prospects during fiscal 2009 or the planned exploration activities will be
        curtailed. There can be no assurance that additional funds can be raised. See “Item
        5. Operating and Financial Review and Prospects”.



Limited Exploration Prospects. The Company's
        existing properties are all gold prospects in Brazil. Accordingly, the Company does not
        have a diversified portfolio of exploration prospects either geographically or by mineral
        targets. The Company's operations could be significantly affected by changes in the market
        price of gold, as the economic viability of the Company's projects is heavily dependent
        upon the market price of gold. Additionally, the Company's projects are subject to the laws
        of Brazil and can be negatively impacted by the existing laws and regulations of that
        country, as they apply to mineral exploration, land ownership, royalty interests and
        taxation, and by any potential changes of such laws and regulations.



Title
        to Properties. The Company cannot guarantee title to all of its
        Properties as the Properties may be subject to prior mineral rights applications with
        priority, prior unregistered agreements or transfers or native land claims, and title may
        be affected by undetected defects. Certain of the mineral rights held by the Company are
        held under applications for mineral rights and, until final approval of such applications
        is received, the Company's rights to such mineral rights may not materialize and the exact
        boundaries of the Company's properties may be subject to adjustment. The Company does not
        maintain title insurance on its properties.



Environmental Laws. The exploration programs
        conducted by the Company are subject to national, state and/or local regulations regarding
        environmental considerations in the jurisdiction where they are located. Most operations
        involving exploration or production activities are subject to existing laws and regulations
        relating to exploration and mining procedures, reclamation, safety precautions, employee
        health and safety, air quality standards, pollution of stream and fresh water sources,
        odor, noise, dust, and other environmental protection controls adopted by federal, state
        and local governmental authorities as well as the rights of adjoining property owners. The
        Company may be required to prepare and present to federal, state or local authorities data
        pertaining to the effect or impact that any



3

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proposed
        exploration or production of minerals may have upon the environment. All requirements
        imposed by any such authorities may be costly, time consuming, and may delay commencement
        or continuation of exploration or production operations. However, at this time, the Company
        is exploring its Properties and does not anticipate preparing environmental impact
        statements or assessments until such time as the Company believes one or more of its
        Properties will prove to be commercially feasible.



Exploration and Development Risks. The business
        of exploring for minerals and mining involves a high degree of risk. Few properties that
        are explored are ultimately developed into producing mines. At present, the Company has
        prepared a preliminary economic assessment of one of the Company’s properties, the
        Tocantinzinho Property. The remaining property is an early stage exploration prospect and
        the Company has formed no estimate of a potential ore body. The grade of any ore ultimately
        mined may differ from that indicated by drilling results. Major expenses may be required to
        establish ore reserves, to develop metallurgical processes and to construct mining and
        processing facilities at a particular site. It is impossible to ensure that the current
        development programs planned by the Company will result in a profitable commercial mining
        operation. Mineral deposits and production costs are affected by such factors as
        environmental permitting regulations and requirements, weather, environmental factors,
        unforeseen technical difficulties, unusual or unexpected geological formations and work
        interruptions.



Competition. The mineral industry is intensely
        competitive in all its phases. The Company competes with many companies possessing greater
        financial resources and technical facilities than itself for the acquisition of mineral
        concessions, claims, leases and other mineral interests as well as for the recruitment and
        retention of qualified employees.



Political Risk. Properties in which the Company
        has an interest are located in the Amazon basin in Brazil, which may be of particular
        interest or sensitivity to one or more interest groups. Consequently, mineral exploration
        and mining activities in those areas may be affected in varying degrees by political
        uncertainty, expropriations of property and changes in applicable government policies and
        regulation such as business laws, environmental laws, native land claims entitlements or
        procedures and mineral rights and mining laws, affecting the Company’s business in
        that area. Any changes in regulations or shifts in political conditions are beyond the
        control or influence of the Company and may adversely affect its business, or if
        significant enough, may result in the impairment or loss of mineral concessions or other
        mineral rights, or may make it impossible to continue its mineral exploration and mining
        activities in such areas.



Potential Dilution to Existing Shareholders.
        The Company will require additional financing in order to complete full
        exploration of its mineral properties.  The Company anticipates that it will have to
        sell additional equity securities including, but not limited to, its common stock, share
        purchase warrants or some form of convertible security. The effect of additional issuances
        of equity securities will result in dilution to existing shareholders.



Limited Market for Common Shares. The liquidity
        of the common shares of the Company, or ability of the shareholder to buy or sell the
        Company's common stock, may be significantly limited for various unforeseeable periods. The
        average daily volume of the Company's shares traded on the TSX Venture Exchange during
        fiscal 2008 was approximately 50,000 shares. The market price of the Company's shares has
        historically fluctuated in a large range, as disclosed in "Item 9 - The Offer and Listing".
        The price of the Company's common shares may be affected by many factors, including adverse
        change in the Company's business, a decline in gold price and general economic
        trends.



Insurance Coverage. Mineral exploration is
        subject to risks of human injury, environmental and legal liability and loss of assets. The
        Company may elect not to have insurance for certain risks because of the high premiums
        associated with insuring those risks or, in some cases, insurance may not be available for
        certain risks. Occurrence of events for which we are not insured could have a material
        adverse effect on the Company's financial position or results of operations.



Key
        Executives. The Company is dependent on the services of key
        executives, including its Chairman, Mark E. Jones, III, its Director and retired President,
        Leendert G. Krol, and its Vice President of Exploration, Elton L. S. Pereira. Each of the
        above individuals has many years of background in the mining industry. The Company may not
        be able to replace that experience and knowledge with other individuals.



4

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Fluctuations in Foreign Currency Exchange
        Rates. The Company raises its equity in Canadian dollars and its
        exploration expenditures are generally denominated in United States dollars. As a result,
        the Company’s expenditures are subject to foreign currency fluctuations. Foreign
        currency fluctuations may materially and adversely increase the Company’s operating
        expenditures and reduce the amount exploration activities that the Company is able to
        complete with its current capital. The Company does not engage in any hedging or other
        transactions to protect itself against such currency fluctuations.



Enforcement of Judgments against the Company.
        The Company is incorporated in the Province of British Columbia, Canada.
        Certain of our directors and officers live in Canada, and many of the Company's assets are
        located in Brazil and Canada. As a result, it may be difficult for investors to effect
        service of legal process within the United States upon directors and officers who are not
        United States residents. Also, there is uncertainty as to the enforceability in Canada, in
        original actions or for enforcement of judgments of U.S. courts, of civil liabilities
        predicated upon U.S. federal or state securities laws.



Item 4.

                    Information on the Company




A.   History and
        Development of the Company



The
        Company was incorporated under the Company Act (British Columbia) on March 12, 1986 under
        the name Texas Star Resources Corporation. The Company became a public company in January
        1988 when it undertook an initial public offering of its Common Stock in British Columbia,
        Canada and became listed on the Vancouver Stock Exchange, a predecessor to the TSX Venture
        Exchange. The Company’s name was amended to Star Resources Corp. in October 1996 and
        was further amended to Jaguar Resources Corporation in July 2003. In September 2004, the
        Company’s name was changed to Brazauro Resources Corporation.



The
        authorized capital of the Company consists of an unlimited amount of shares of common stock
        without par value (the "Common Stock"), of which 76,437,621 shares were issued and
        outstanding as of May 14, 2008. The Common Stock of the Company ranks equally as to
        dividends, voting rights and participation in assets and is traded under the symbol "BZO"
        on the TSX Venture Exchange.



The
        Company's principal office is located at 16360 Park Ten Place, Suite 217, Houston, Texas,
        U.S.A. 77084, and its phone number is (281) 579-3400. The Company’s website may be
        found at www.brazauroresources.com.



The
        Company is engaged in the business of exploring for and, if warranted, developing mineral
        properties and is concentrating its current acquisition and exploration efforts on those
        properties which the Company believes have large scale gold potential. From inception and
        prior to 1988 the Company had limited business activities and through 1993 explored and
        abandoned several mineral properties. During fiscal 1993, the Company elected to pursue
        prospects with the potential for commercial diamond production.



The
        Company completed three acquisitions in fiscal 1993 consistent with its focus on diamond
        exploration prospects in the United States. During fiscal 1995 through 2003, the Company
        completed additional acquisitions in the United States and directly managed and funded
        exploration efforts on certain properties. In fiscal 2003 the Company decided to cease
        exploration efforts in Arkansas due to disappointing exploration results, and began to
        pursue mineral exploration prospects, particularly gold prospects in South
        America.



From
        fiscal 2003 through the present, the Company has concentrated its efforts on gold prospects
        in Brazil and currently holds interests in properties located in the Tapajós Gold
        District of Brazil’s northerly Pará State.



Principal Capital Expenditures During The Three Most Recent Fiscal
        Years



During
        fiscal 2006, the Company conducted exploration activities on the Tocantinzinho, Mamoal and
        Batalha Properties in the Tapajós Gold District of Brazil, which are described in
        more detail in "D. Property" below. Acquisition and exploration costs of approximately
        $750,000 and $1,830,000, respectively, were capitalized related to the activities on the
        Company’s properties. Based upon the exploration results at the Mamoal Property, the
        Company determined that it was likely further exploration activities would not be conducted
        at the project.



5

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Accordingly, the net capitalized costs related to the Mamoal Property
        totaling approximately $910,000 were written off during the fourth quarter of fiscal 2006,
        and the property was abandoned.



In
        fiscal 2007, the Company acquired three additional properties in the Tapajós Gold
        District of Brazil, the Circulo, the Crepori and the Sucuri Properties. Significant
        exploration activities were conducted at the Company’s Tocantinzinho and Sucuri
        Properties during fiscal 2007, resulting in the capitalization of acquisition and
        exploration costs of approximately $930,000 and $1,740,000, respectively. Based on the
        exploration results to date on the Sucuri Property, the Company has ceased exploration on
        the project in fiscal 2008. Accordingly, the capitalized exploration costs totaling
        approximately $710,000 were written off in fiscal 2007. Additionally, the Company conducted
        limited exploration activities on the Batalha Property in fiscal 2007 prior to abandoning
        the project and writing off the capitalized costs totaling approximately
        $70,000.



In
        February 2007, the Company completed the acquisition of certain mineral rights to the
        Tocantinzinho Property via the acquisition of the following three corporations. The Company
        acquired Resource Holdings 2004 Inc. ("RH 2004", a British Virgin Islands corporation), and
        its subsidiary, Empresa Internacional de Mineração do Brasil Ltda. ("EIMB", a
        Brazil corporation), in exchange for the issuance of 13,150,000 common shares of the
        Company and the payment of $50,000 (U.S.) to a third party. Additionally, the Company
        acquired Mineração Cachambix Ltda. ("Cachambix", a Brazil corporation) from
        third parties upon payment of $850,000 (U.S.) and two future payments of $1,000,000 (U.S.)
        each, due in February 2008 and 2009.



In
        fiscal 2008, the Company performed additional exploration activities at the Tocantinzinho
        Properties, resulting in the capitalization of approximately $1,623,000 in exploration
        expenditures in addition to the capitalization of acquisition costs totaling approximately
        $17,902,000 and primarily related to the acquisition discussed in the preceding paragraph.
        At the Company’s Crepori Property, exploration activities including soil sampling and
        a diamond drilling program were completed. Based upon the results of the exploration, the
        Company elected to terminate the option agreement at Crepori in April 2008. Accordingly,
        the capitalized acquisition and exploration costs totaling approximately $577,000 were
        written off in fiscal 2008.



B.   Business Overview



The
        Company is engaged in the business of exploring for and, if warranted, developing mineral
        properties and is concentrating its current acquisition and exploration efforts on those
        properties which the Company believes have large scale gold potential. The Company holds
        interests in properties located in the Tapajós Gold District of Brazil’s
        northerly Pará State.



The
        Company’s mission is to discover and outline significant gold mineralization at its
        projects to bring on a major mining partner for development of its Properties. Upon
        acquisition of an exploration property, the Company typically performs geologic evaluation
        and exploration efforts to determine if the project warrants further work including, but
        not limited to geologic mapping and sampling, geophysical surveys, and drilling. The
        Company will continue to pursue mineral exploration prospects, focusing on the
        Tapajós and on a worldwide basis as opportunities arise, subject to adequate
        acquisition and exploration funding.



The
        Tapajós Gold District has a rich history of alluvial gold production. During the
        1970’s and 1980’s, the Tapajós area annually produced approximately 30%
        to 40% of Brazil’s total gold output. Geologically, the Tapajós region is
        situated within the gold-productive, Archaean to Middle Proterozoic-aged Brazilian Shield
        that extends from Brazil through Guyana and into Venezuela. In the immediate area of the
        Company’s projects, granitic basement rocks are intruded by subvolcanic andesitic and
        rhyolitic bodies, all of lower Proterozoic age. The widespread alluvial gold deposits point
        to the area’s strong bedrock exploration potential.



The
        Company is subject to regulation by the Federal mineral land agency in Brazil, the
        Departamento Nacional de Produção Mineral ("DNPM"). The Company’s holds
        exploration licenses or applications for exploration licenses granted by the DNPM for the
        Tocantinzinho and the Circulo Properties. Certain of the licenses for the Tocantinzinho
        Property are subject to periodic requirements for renewal, and the Company anticipates
        receiving the renewals in the 2009 fiscal year.



6

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Since
        its inception, the Company has had limited revenues from operations other than interest
        income on invested cash balances.



C.

                    Organizational Structure




As of
        January 31, 2008, the Company had three wholly-owned subsidiaries; Brazauro Holdings
        (Brazil) Ltd., a British Columbia corporation ("Brazauro Holdings"), Star U.S. Inc., a
        Delaware corporation ("Star") and RH 2004. The Company and Brazauro Holdings own 98% and
        2%, respectively, of Jaguar Resources do Brasil Ltda. (“Jaguar”), a Brazilian
        corporation, which in turn owns 100% of Cachambix. RH 2004 and Brazauro Holdings own 99%
        and 1%, respectively, of EIMB, a Brazilian corporation. All references to the Company
        herein include its subsidiaries unless otherwise noted. The Company's Consolidated
        Financial Statements referred to herein also include its subsidiaries. The Company's fiscal
        year ends January 31.



D.   Properties



Currently, all of the Company's Properties are located in the Tapajós
        Gold District of Brazil’s northerly Pará State. The general location of the
        Company’s Brazilian Properties is shown on the map provided below. The map is
        followed by a description of the Company’s rights and interests in each of the
        Properties.











7

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Tocantinzinho Properties



In
        August 2003, the Company entered into an option to acquire exploration rights to a total of
        28,275 hectares in the Tapajós gold district in Pará State, Brazil under an
        option agreement with two individuals (herein referred to as "optionors"). The option
        agreement entitles the Company to acquire a 100% interest in the exploration rights to such
        area (referred to herein as the "Tocantinzinho Properties") over a four-year period in
        consideration for the staged payment of $465,000 (U.S.), the staged issuance of 2,600,000
        shares of the Company and the expenditure of $1,000,000 (U.S.) on exploration. As of
        January 31, 2008, the Company has made all payments due under the option agreement and has
        met the requirement to expend $1,000,000 (U.S.) on exploration.



Additionally, the option agreement required the Company to assume all
        existing obligations of the optionors to certain Brazilian residents in respect of the
        mineral rights to the Tocantinzinho Properties (the "Underlying Agreements") totaling
        $1,600,000 (U.S.) over a four-year period. As of January 31, 2008, the Company has made all
        payments due under the Underlying Agreements.



In
        fiscal 2006 the Company received exploration licenses in respect of the central 4,000
        hectare area of the Tocantinzinho Properties on which it has been focusing its exploration
        efforts as well as for a 9,315 hectare area forming the north eastern and eastern boundary
        of the Tocantinzinho Properties. Under the option agreement the Company also holds rights
        to acquire two other applications for exploration licenses filed with the regulatory
        authorities in Brazil: one covering 4,275 hectares that lies to the south of the central
        4,000 hectare area and one (the "Extension Area") covering 10,000 hectares that lies
        immediately to the east but continues well south of the central 4,000 hectare area. The
        mineralized zone discovered by the Company on the Tocantinzinho Properties starts on the
        central 4,000 hectare area and extends eastward beyond the boundary of the central 4,000
        hectare area into the Extension Area. The Company is subject under DNPM regulations
        relating to periodic renewal requirements for its exploration licenses, and certain of
        those exploration licenses’ initial three year terms expired during the first quarter
        of fiscal 2009. The Company has complied with the renewal requirements and expects to
        receive extensions of those licenses during the second quarter of fiscal 2009.



During
        fiscal year 2006, the Company became aware that Talon Metals Corp. (“Talon”,
        formerly BrazMin Corp.) also had applied for exploration licenses to areas of the
        Tocantinzinho Properties, including all of the area of the mineralized zone discovered by
        the Company that lies within the Extension Area. In response, the Company undertook an
        extensive review of its title position.



At the
        end of fiscal 2006, as a result of a title review by the Company, it came to the Company's
        attention that a long dormant application for a mining license that covered the Extension
        Area had never been processed by the Departamento Nacional de Produção
        Mineral ("DNPM") and was still valid. According to advice from Brazilian counsel, the
        dormant application carried paramount title to the Extension Area. The Company, through its
        subsidiary, Jaguar Resources do Brasil Ltda., reached an agreement ("the Extension Area
        Agreement") with the holder of such application, Mineração Cachambix Ltda.
        (“Cachambix”) to acquire its rights to obtain a mining license over the
        Extension Area, subject to receipt of confirmation from the DNPM of the continued validity
        of the application for the mining license and the completion of the assignment of the
        mining license to Jaguar Resources do Brasil Ltda. The Company made a payment of $150,000
        (U.S.) to Cachambix in fiscal 2007 upon execution of the Extension Area
        Agreement.



In
        September 2006, the Company entered into an agreement (“the Title Consolidation
        Agreement”) with Talon whereby the Company would acquire the shares of Talon's
        subsidiaries with interests in the area of the Tocantinzinho Properties, being Resource
        Holdings 2004 Inc. and its subsidiary, Empresa Internacional de Mineração do
        Brasil Ltda., in exchange for 13,150,000 shares of the Company.



In
        December 2006, the Company was informed by the DNPM that the application to which the
        Extension Area Agreement relates had been confirmed as the paramount title. The Company and
        Cachambix reached an agreement to modify the Extension Area Agreement in February 2007.
        Under this modified agreement, the Company acquired all of the outstanding shares of
        Cachambix by payment of $850,000 (U.S.) plus its agreement to make two future payments of
        $1,000,000 (U.S.) each to be made to the former shareholders of Cachambix in February 2008
        and 2009. The Company’s obligation to make the future payments is secured by the
        Cachambix shares.



8

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In
        February 2007, under the terms of the Title Consolidation Agreement, the Company acquired
        Resource Holdings 2004 Inc. and its wholly-owned subsidiary, Empresa Internacional de
        Mineração do Brasil Ltda., from Talon in exchange for 13,150,000 common
        shares of the Company and payment of $50,000 (U.S.). Upon issuance of the common shares,
        the Company and Talon entered into a Voting Trust and Placement Rights Agreement (the
        “Voting Agreement”) pursuant to which the Company had the right to direct the
        voting of the shares issued to Talon except in certain conditions, including but not
        limited to a merger, amalgamation or a sale of all or substantially all of the Company's
        assets. Further, the Company had the right to find purchasers for the shares if Talon
        wished to sell. The Voting Agreement terminated on the earliest of: (i) the day following
        the second shareholders meeting after the Voting Agreement is entered into, (ii) eighteen
        months after the Voting Agreement is entered into, and (iii) the date on which the shares
        held by Talon and its affiliates represent in the aggregate less than 10% of the then
        outstanding shares. In February 2007, the shares issued to Talon represented approximately
        19.8% of the issued shares of the Company. Prior to the closing of the transaction, Talon
        did not own beneficially, directly or indirectly, any shares of the Company.



In
        September 2007, Talon sold 8,214,500 common shares of the Company to several third parties.
        After the sale, Talon holds 4,935,500 shares or approximately 6.5% of the outstanding
        shares. The Voting Agreement terminated when the holdings of Company common shares by Talon
        became less than 10% of the Company’s outstanding common shares. The Company and
        Talon entered into an agreement whereby Talon agreed that it will not sell any of its
        remaining common shares of the Company for six months without the prior consent of the
        Company.



The
        option agreement provides that the optionors may be entitled to a sliding scale gross
        revenues royalty ranging from 2.5% for gold prices below $400 (U.S.) per ounce to 3.5% for
        gold prices in excess of $500 (U.S.) per ounce from production in respect of the mineral
        rights relating to the applications subject to the option agreement. Since the application
        for the license subject to the option agreement covering the Extension Area (the eastern
        portion of the deposit) will not be successful due to the presence of a prior owner with
        mineral rights to that area (being Cachambix, now owned by the Company), the 3.5% NSR is
        not payable on the Extension Area. The Company estimates that approximately 60 to 65% of
        the deposit lies within the Extension Area.



Under a
        separate option agreement, the Company held exploration permits for an additional 16,052
        hectares adjacent to the western border of the above Tocantinzinho Properties. The Company
        has agreed to make payments totaling $300,000 (U.S.) over a period of approximately four
        years to an individual as a finder's fee related to this 16,000 hectare property. As of
        January 31, 2008, the remaining commitment under this agreement is $65,000 (U.S.) to be
        paid during the year ended January 31, 2009. This additional property is not subject to the
        option agreement and therefore is not subject to the royalty. The Company received an
        exploration license from the Brazilian regulatory authority with respect to the additional
        16,052 hectares in fiscal year 2005, which expired in October 2007. The Company has applied
        for a new exploration license.



Circulo/
        Bom Jardim Property



In
        fiscal 2007, the Company applied for exploration licenses with the DNPM for a total of
        approximately 38,096 hectares in Pará State located approximately 190 kilometers
        southwest from the city of Itaituba. The Company has referred to the 38,096 hectares as its
        Circulo/ Bom Jardim Property, which is distinct from the Bom Jardim Property discussed
        below. The exploration licenses were granted by the DNPM in September 2007.



On May
        9, 2008, the Company and Gold Fields Holdings Company BVI Ltd. ("Gold
        Fields") entered into a letter of intent (“the LOI”) whereby the Company will
        acquire, subject to certain conditions including the execution of a definitive agreement,
        the Bom Jardim property consisting of approximately 22,700 hectares of concessions and
        application areas in the Tapajós region of Pará State, Brazil, subject to the
        back-in rights described below. The Company will issue $1,000,000 in common shares for the
        Bom Jardim Property.



The
        number of Company shares to be issued to Gold Fields will be calculated using a deemed
        price per share equal to the greater of the 30 day Volume-Weighed Average Price prior to
        closing or the Discounted Market Price (as defined in the TSX Venture Exchange Corporate
        Finance Manual) on the day prior to the date of the LOI. The parties have agreed to
        negotiate a definitive agreement governing the terms of the transaction in detail which is
        anticipated to be executed within two months of the satisfaction of certain conditions of
        both parties, including



9

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board
        and regulatory approvals of the transaction and satisfactory due diligence. Completion of
        the acquisition is conditional on the completion of the reorganization by Gold Fields of
        the corporate structure within which the Bom Jardim Property is presently held. On closing,
        the Company will acquire the subsidiary of Gold Fields in which the Bom Jardim Property
        will be held in exchange for the Company shares.



Gold
        Fields will have the one-time option, two years after closing the sale of the Bom Jardim
        Property, to back-in to earn a 60% interest in the company indirectly holding the Bom
        Jardim Property by spending on the Bom Jardim Property, over the next three years, an
        amount equal to two times the expenditures made by the Company on the Bom Jardim and
        Circulo properties from closing to the second anniversary of closing. If Gold Fields elects
        not to back-in, Gold Fields will be entitled to a 2% Net Smelter Return Royalty on the Bom
        Jardim Property. If Gold Fields acquires the 60% interest, it will have the further option
        to increase its interest to 70% by either completing and delivering a bankable feasibility
        study in respect of the Bom Jardim Property or by spending a further $10 million on the Bom
        Jardim Property over the succeeding three year period. Thereafter the parties will
        contribute proportionately to further expenses. The Company will have the option to request
        Gold Fields to lend to the Company sufficient funds to meet the Company’s share of
        the cost of placing the Property into production, in which case Gold Fields’ interest
        will be increased to 75%.



Crepori Property



In July
        2006 the Company entered into an option agreement under which it could acquire the
        exploration license to the 8,175 hectare Crepori Property, located in Pará State,
        approximately 220 kilometers from Itaituba. The Company had an option to earn 100% of the
        Crepori Property, with no residual production royalty obligations, by payment of a total of
        $800,000 (Brazilian Reals) over three years. During fiscal 2008, the Company conducted
        exploration activities at the Crepori Property, and based upon the results of the
        exploration results elected to terminate the option agreement in April 2008. Accordingly,
        the capitalized acquisition and exploration costs totaling $576,694 were written off in
        fiscal 2008, and the Company has no further obligations under the option
        agreement.



Sucuri Property



In July
        2006, the Company entered into an option agreement under which it could acquire the
        exploration license to the 5,400 hectare Sucuri Property, located in Pará State,
        approximately 390 kilometers from the city of Itaituba, the city nearest to the
        Company’s Tocantinzinho Properties. The Company had an option to earn 100% of the
        Sucuri Property by payment of a total of $1,000,000 (Brazilian Reals) over three years. The
        Company could terminate the option agreement at any time without further obligation. There
        are no production royalties in the option agreement.



In
        fiscal 2007, the Company reviewed its exploration results related to the Sucuri property
        and determined that exploration activities would be suspended during fiscal 2008.
        Accordingly, the capitalized exploration costs totaling $707,863 were written off in fiscal
        2007. In fiscal 2008, after additional review of the viability of the property, the Company
        advised the optionor that the Company would release the Sucuri property and no further
        payments would be made under the agreement. The accumulated acquisition and exploration
        costs totaling $107,888 were written off in fiscal 2008.



Item 4A.
        Unresolved Staff Comments



Not
        applicable.



Item 5.

                    Operating and Financial Review and
                        Prospects




A. 
        Operating Results



For the
        Years Ended January 31, 2008, 2007 and 2006



The
        following discussion should be read in conjunction with the information contained in the
        consolidated financial statements and notes thereto included in “Item 17. Financial
        Statements.”





10

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Mineral Properties and Deferred
        Expenditures



The
        Company is engaged in the business of exploring for and, if warranted, developing mineral
        properties and is concentrating its current acquisition and exploration efforts on those
        properties which the Company believes have large scale gold potential. The Company has been
        focusing on its Properties located in the Tapajós Gold District of Brazil’s
        northerly Pará State.



The
        Company’s current Properties are in the exploration stage and have not been proven to
        be commercially developable to date. The Company's existing Properties are gold prospects
        in Brazil which were acquired during fiscal years 2004 through 2007. The Company
        capitalizes expenditures associated with the direct acquisition, evaluation and exploration
        of mineral properties. When an area is disproved or abandoned, the acquisition costs and
        related deferred expenditures are written-off. The net capitalized cost of each mineral
        property is periodically compared to management's estimation of the net realizable value
        and a write-down is recorded if the net realizable value is less than the cumulative net
        capitalized costs.



The
        Company’s mineral properties and deferred expenditures increased to $25,872,047 at
        January 31, 2008 from $6,368,126 at January 31, 2007 as a result of acquisition costs
        totaling $17,993,741 and exploration costs totaling $2,194,762 related to the activities on
        the Company’s Brazilian properties, less the write-off of the exploration costs
        related to the Sucuri and Crepori Properties of $684,582. As of January 31, 2008, the
        capitalized costs related to the Company’s primary exploration target, the
        Tocantinzinho Properties, totaled $25,835,276. The capitalized costs related to the
        Company’s remaining property, the Circulo/ Bom Jardim Property, totaled approximately
        $36,000 as of January 31, 2008.



In
        February 2007, the Company completed its acquisition of the mineral rights to the
        Tocantinzinho Property from Talon as discussed in Item 4D above. During fiscal 2008 the
        Company made the final option payment of $150,000 (U.S.) and 700,000 common shares of the
        Company due under the Option Agreement to acquire the Tocantinzinho Properties dated August
        2003. Additionally, in fiscal 2008 the Company incurred acquisition costs totaling
        approximately $1,290,000 (U.S.) related to the Tocantinzinho Properties, which primarily
        represent payments for mineral rights under the Underlying Agreements discussed in Note 3
        to the Consolidated Financial Statements.



During
        fiscal 2008, the Company conducted exploration activities at the Crepori Property, and
        based upon the results of the exploration results elected to terminate the option agreement
        in April 2008. Accordingly, the capitalized acquisition and exploration costs totaling
        $576,694 were written off in fiscal 2008, and the Company has no further obligations under
        the option agreement.



The
        Company’s mineral properties and deferred expenditures increased to $6,368,126 at
        January 31, 2007 from $4,492,503 at January 31, 2006 as a result of acquisition costs
        totaling $926,402 and exploration costs totaling $1,744,921 related to the activities on
        the Company’s Brazilian Properties, less the write-off of all of the capitalized
        costs related to the Batalha Property and the write-off of the exploration costs related to
        the Sucuri Property. As of January 31, 2007, the capitalized costs related to the
        Company’s primary exploration target, the Tocantinzinho Properties, totaled
        approximately $6,310,000. The capitalized costs related to the Company’s remaining
        three properties, the Circulo, Crepori and Sucuri Properties, totaled approximately $60,000
        as of January 31, 2007.



Based on
        the results of exploration activities conducted during fiscal 2006 and 2007, the Company
        decided to terminate the Batalha lease and the capitalized costs totaling approximately
        $70,000 were written off in fiscal 2007. In fiscal 2007, the Company reviewed its
        exploration results related to the Sucuri property and determined that exploration
        activities will be suspended during fiscal 2008. Accordingly, the capitalized exploration
        costs totaling approximately $708,000 were written off in fiscal 2007. In fiscal 2008,
        after additional review of the viability of the property, the Company advised the optionor
        that the Company would release the Sucuri Property and no further payments would be made
        under the agreement.



The
        Company completed a diamond drill program consisting of twenty holes (approximately 4000
        meters) at the Tocantinzinho Properties during fiscal 2005 in which 19 of 20 holes
        encountered mineralization. The Company completed a follow-up fourteen-hole Phase III
        drilling program at the Tocantinzinho Properties in fiscal 2006. In fiscal 2007, the
        Company completed the Phase IV diamond drilling campaign, consisting of twelve core holes
        for a total of 3,022 meters, at the Tocantinzinho Properties.



11

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In
        December 2006, the Company received a NI 43-101 qualified estimate of the gold resource at
        the Tocantinzinho Properties. The Company commenced an 18-hole drilling campaign at the
        Tocantinzinho Properties in the first quarter of fiscal 2008 which was completed in the
        second quarter of fiscal 2008. Bulk flotation and cyanidation tests were conducted on ore
        from the Tocantinzinho Properties during August 2007. Additionally, the Company
        commissioned an independent, preliminary scoping study at the Tocantinzinho Properties, and
        results from the study were released in the third fiscal quarter of 2008. In the fourth
        quarter of fiscal 2008, the Company commissioned and received an additional preliminary
        scoping study at the Tocantinzinho Properties, and results from that study were released in
        December 2007.



Income from Operations



The
        Company has not received any revenues from mining operations since inception. During the
        years ended January 31, 2008, 2007 and 2006 the Company's revenues were comprised primarily
        of interest income on proceeds received from prior financings.



General
        and administrative expenses totaled approximately $2,912,000 during fiscal 2008 as compared
        to approximately $4,759,000 during fiscal 2007, representing a decrease of approximately
        $1,847,000 or 39%. Included in general and administrative expenses during fiscal 2008 and
        2007 were approximately $466,000 and $2,700,000, respectively, of stock compensation
        expense recorded using the fair value method. The Company’s common stock options vest
        over a period of 18 months, with 25% of the common stock options vesting upon the date of
        issuance and 12.5% of the common stock options vesting each quarter thereafter. The
        decrease in the stock compensation expense from fiscal 2007 to fiscal 2008 is due to the
        decrease in the numbers of options granted over the past three fiscal years. A total of
        4,100,000, 250,000 and 1,900,000 options were granted in fiscal 2006, 2007, and 2008,
        respectively, and as the options issued in fiscal 2006 became fully vested in fiscal 2007,
        a significant decrease in stock compensation expense resulted.



After
        adjusting for the effects of stock compensation expense on general and administrative
        expenses, the remaining general and administrative expenses totaled approximately
        $2,446,000 and $2,059,000 for the fiscal years of 2008 and 2007, respectively, which
        represents an increase of 19%. Consulting and salary expenses (exclusive of stock
        compensation expense) increased by approximately $241,000 in fiscal 2008 as compared to
        fiscal 2007. The increase was primarily due to bonuses granted in fiscal 2008 to directors,
        officers, employees and consultants of approximately $160,000. Shareholder relations
        expense increased from approximately $93,000 for fiscal 2007 to approximately $229,000 for
        fiscal 2008, an increase of 146%, as a result of the Company’s increased promotional
        efforts following its successful resolution of the title issues on the Tocantinzinho
        Properties.



General
        and administrative expenses totaled approximately $4,759,000 during fiscal 2007 as compared
        to approximately $7,048,000 during fiscal 2006, representing a decrease of approximately
        $2,289,000 or 32%. The decrease in general and administrative expenses from fiscal 2006 as
        compared to fiscal 2007 is primarily related to the decrease in stock compensation expense.
        Included in general and administrative expenses during fiscal 2007 and 2006 were
        approximately $2,700,000 and $4,482,000, respectively, of stock compensation expense
        recorded using the fair value method. After adjusting for the effects of stock compensation
        expense on general and administrative expenses, the remaining general and administrative
        expenses totaled approximately $2,059,000 and $2,566,000 for the fiscal years of 2007 and
        2006, respectively, which represents a decrease of 20%. During fiscal 2006, general and
        administrative expenses included bonuses totaling approximately $270,000 that were awarded
        to certain directors and significant payments to consultants of approximately $190,000 that
        did not recur in fiscal 2007.



The
        Company anticipates that general and administrative expenses during fiscal 2009 will
        increase from the level experienced in fiscal 2008 as the Company incurs additional
        consulting and exploration expenditures related to the Brazilian Properties.



Differences Between Canadian and United States Generally Accepted
        Accounting Principles



At the
        present stage of the Company's business development, there are no significant differences
        between Canadian and United States generally accepted accounting principles that impact the
        Consolidated Balance Sheets, the Consolidated Statements of Operations, the Consolidated
        Statements of Shareholders' Equity and the Consolidated



12

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Statements of Cash Flows except for the capitalization of mineral properties
        and deferred expenditures as discussed in Note 16 to Notes to Consolidated Financial
        Statements.



Fluctuations in Foreign Currency Exchange
        Rates.



The
        Company raises its equity in Canadian dollars and its exploration expenditures are
        generally denominated in United States dollars. As a result, the Company’s
        expenditures are subject to foreign currency fluctuations. Foreign currency fluctuations
        may materially and adversely increase the Company’s operating expenditures and reduce
        the amount of exploration activities that the Company is able to complete with its current
        capital. The Company does not engage in any hedging or other transactions to protect itself
        against such currency fluctuations.



Impact of Inflation.



As the
        Company is not anticipating recording sales and revenues from operations in the short term,
        a discussion of the effect of inflation and changing prices on its operations is not
        relevant.



B.  Financial Condition; Liquidity and Capital
        Resources.



As of
        January 31, 2008, the Company had working capital of $3,005,013 as compared to working
        capital of $4,517,581 at January 31, 2007. At January 31, 2008, the Company had current
        assets of $4,743,126, including $4,638,137 in cash and $104,989 in other current assets
        compared to total current liabilities of $1,738,113.



In
        August 2005, the Company closed a private placement of 5,000,000 units at $1.90 per unit
        for gross proceeds of $9,500,000. The Company paid a brokerage commission on the placement
        of $475,000. Each unit consisted of one common share and one half of one share purchase
        warrant. Each whole warrant would entitle the holder to purchase one additional share of
        the Company at $3.80 for a period of one year. If the shares of the Company traded at $4.80
        or higher on each trading day during a thirty day period, the exercise period of the
        warrants would accelerate and holders would have a period of 30 days thereafter to exercise
        their warrants, failing which they would expire. All of the 2,500,000 warrants expired
        unexecuted in August 2006.



In March
        2007, the Company closed a private placement of 9,253,333 units at $0.90 per unit for gross
        proceeds of $8,327,999. The Company paid a brokerage commission on the placement of
        $375,511. Each unit consisted of one common share and one half of one share purchase
        warrant. Each whole warrant would entitle the holder to purchase one additional share of
        the Company at $1.60 for one year. Subsequent to January 31, 2008, the Company received
        approval from the TSX Venture Exchange to amend the warrants to extend the expiry date to
        March 22, 2009 and to reduce the exercise price to $1.25 per share.



During
        fiscal 2008, 2007 and 2006 the Company received cash proceeds of $13,500, $46,900 and
        $1,287,142 representing the exercise of 75,000, 127,643, and 2,748,929 stock options,
        respectively, by officers, directors, employees and consultants at exercise prices from
        $0.10 to $1.30.



In
        February 2007, the Company completed its acquisition of the mineral rights to the Extension
        Area within the Tocantinzinho Property as a result of the acquisition of the following
        three corporations. The Company acquired Resource Holdings 2004 Inc. ("RH 2004", a British
        Virgin Islands corporation), and its wholly-owned subsidiary, Empresa Internacional de
        Mineração do Brasil Ltda. ("EIMB", a Brazil corporation), in exchange for the
        issuance of 13,150,000 common shares of the Company and payment of $50,000 (U.S.) to a
        third party. Additionally, the Company acquired Mineração Cachambix Ltda.
        ("Cachambix", a Brazil corporation) from third parties by payment of $850,000 (U.S.) and
        its agreement to make two future payments of $1,000,000 (U.S.) each, due in February 2008
        and 2009.



All
        financings described herein were private placements and were made pursuant to the private
        placement laws of Canada and pursuant to the exemptions provided by Section 4(2) and
        Regulation S under the United States Securities Act of 1933.



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The
        Company has no properties that have proven to be commercially developable and has no
        significant revenues from mining operations. The rights and interests in the Tocantinzinho
        and Circulo Properties in Brazil constitute the Company's current mineral holdings. While
        the Company has sufficient funds to complete the exploration phase underway during the
        first two quarters of fiscal 2009 ending July 31, 2008, additional funds will be necessary
        in order for the Company to pursue further exploration on its existing properties and to
        acquire and develop additional exploration prospects. Certain of the Company's planned
        expenditures are discretionary and may be increased or decreased based upon funds available
        to the Company. The Company may seek additional equity financing during fiscal 2009,
        including the potential exercise of outstanding options and warrants. The inability of the
        Company to raise further equity financing could adversely affect the Company's business
        plan, including its ability to acquire additional properties and perform exploration
        activities on existing properties. If additional equity is not available, the Company may
        seek exploration partners to assist in funding acquisition or exploration efforts.
        Historically, the Company has been able to successfully raise capital as required for its
        business needs; however, no assurances are made by the Company that it can continue to
        raise debt or equity capital for a number of reasons including its history of losses and
        property writedowns, the fluctuation in the price of its common stock, the number of shares
        outstanding and the Company’s limited and speculative asset base of exploration
        properties and prospects.



C. 
        Research and Development, Patents and Licenses



The Company
        is a mineral exploration company with no producing properties, so the information required
        by this item is not applicable.



D. 
        Trend Information



The
        cyclical nature of the prices of metals, particularly the price of gold, is reasonably
        likely to have an effect on the Company’s liquidity and capital resources. If the
        price of gold or the worldwide demand for gold decreases, there would likely be an adverse
        effect on the Company’s ability to raise additional funding and attract exploration
        partners for its Properties.



E.  Off-Balance Sheet Arrangements.



As of
        May 14, 2008, the Company has no off-balance sheet arrangements that have or are reasonably
        likely to have a current or future effect on the Company's financial condition, revenues or
        expenses, results of operations, liquidity, capital expenditures or capital
        resources.



F.  Contractual Obligations



As of
        January 31, 2008, the Company's long-term debt and operating lease obligations were as
        follows (in US Dollars):



Contractualobligations

                    Payments due by periodTotal

                    Lessthan1 year

                    1-3Years

                    3-5years

                    Morethan5 yearsLong-term Debt

                    $ 1,930,000

                    $ 999,000

                    $ 931,000

                    $    -

                    $    -Operating Lease Obligations-Mineral Properties

                    85,000

                    82,000

                    3,000

                    -

                    -Total Contractual Obligations

                    $ 2,015,000

                    $ 1,081,000

                    $ 934,000

                    $    -

                    $    -




The
        long-term debt represents the discounted value of the two payments due under the agreement
        to acquire the common shares of Cachambix described in “B. Results of
        Operations” above. The obligations are due in equal installments of $1,000,000 (U.S.)
        each in February 2008 and 2009 and are recorded on the consolidated balance sheet of the
        Company as notes payable less unamortized discounts based on an imputed interest rate of
        7.6%.



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G.
        Safe Harbor



Certain
        statements in this Form 20-F under “Item 3. Risk Factors”, “Item 4.
        Properties”, “Item 5. Operating and Financial Review and Prospects”, and
        “Item 8. Financial Information” constitute “forward-looking
        statements”. These forward-looking statements are subject to various risks and
        uncertainties that may cause the actual results, performance or achievements of the Company
        to be materially different from any future results, performance or achievements expressed
        or implied by such forward-looking statements. Such factors include, among others, the
        following: general economic and business conditions; competition; success of operating
        initiatives; the success of the Company’s exploration and development operations on
        its Properties; the Company’s ability to raise capital and the terms thereof; the
        acquisition of additional properties; the continuity, experience and quality of the
        Company’s management; changes in or failure to comply with government regulations or
        the lack of government authorization to continue the Company’s projects; and other
        factors referenced in this Form 20-F. The use in this Form 20-F of such words as
        “believes”, “plans”, “anticipates”,
        “expects”, “intends” and similar expressions are intended to
        identify forward-looking statements, but are not the exclusive means of identifying such
        statements. The success of the Company is dependent on the efforts of the Company, its
        employees and many other factors including, primarily, its ability to raise additional
        capital and establishing the economic viability of its exploration Properties.



Item
        6. Directors, Senior Management and Employees



The
        directors and executive officers of the Company, their ages and term of continuous service
        are as follows:



Name

                    Age

                    Position withRegistrant

                    Served As a Directorand/ or Officer SinceD. Harry W. Dobson

                    60

                    Director

                    May 27, 2005Patrick L. Glazier

                    50

                    Director

                    July 8, 1998Brian C. Irwin

                    68

                    Director, Secretary and CFO

                    October 3, 1995Mark E. Jones, III

                    68

                    Director, Chairman & CEO

                    March 12, 1986Leendert G. Krol

                    68

                    Director

                    March 6, 2003Daniel B. Leonard

                    71

                    Director

                    October 20, 1999Dr. Roger Howard Mitchell

                    66

                    Director

                    June 14, 1993Dr. Roger David Morton

                    72

                    Director

                    June 14, 1993Elton L. S. Pereira

                    47

                    Vice President - Exploration

                    April 30, 2007Stephen Zahony

                    65

                    Vice President - Exploration

                    April 1, 2005 (1)(1) Mr. Zahony resigned effective April 30, 2007.




D.
        Harry W. Dobson. Mr. Dobson has served as the Chairman of
        Kirkland Lake Gold Inc. for the past five years. Mr. Dobson also serves as a Director of
        Mountain Province Diamonds, Inc, Belvedere Resources Ltd., Navan Capital Corp., Western
        Uranium Corporation and Suroco Energy Inc.



Patrick L. Glazier. Mr. Glazier has served as
        the President of East Fraser Fiber Co. Ltd. based in Prince George, British Columbia for
        the past five years.



Brian
        C. Irwin. For the past five years, Mr. Irwin's principal
        occupation was been the practice of law as a partner of DuMoulin Black in Vancouver,
        British Columbia, until his retirement in June 2005. Mr. Irwin serves as a Director of
        Callinan Mines Ltd., Carlin Gold Corporation, Constantine Metal Resources Ltd., and
        International Northair Mines Ltd.



Mark
        E. Jones, III. Mr. Jones has served as Chairman of the Company
        from 1986 to the present. In his capacity as Chairman of the Board of Directors, Mr. Jones
        is the chief executive officer of the Company. Additionally, Mr.



15

---

Jones
        served as the President of the Company from 1986 to June 1990, from July 2001 to March
        2003, and from May 2005 until the present. Mr. Jones has served as a Director of Crown
        Resources Corporation (“Crown”) from 1987 to 2006, when Crown was sold to
        Kinross Gold Corp. Mr. Jones is also a director of Solitario Resources Corporation, where
        he has served since 1992 and is currently Vice-Chairman of the Board of
        Directors.



Leendert G. Krol. Until his retirement in April
        2001, Mr. Krol had spent 13 years with Newmont Mining Corporation including the last 10
        years, successively, as Director of Foreign Operation, Vice President Exploration and Vice
        President International Exploration. Mr. Krol served as the Company's president from March
        2003 until May 2005. Mr. Krol also serves as a Director of Romarco Minerals Inc and
        StrataGold Corporation.



Dan
        Leonard. Mr. Leonard served as Senior Vice President of INVESCO
        for twenty-four years until his retirement in January 1999. Mr. Leonard also serves as a
        Director of Solitario Resources Corporation.



Dr.
        Roger Howard Mitchell. For the past five years, Dr. Mitchell has
        served as a Professor of Geology at Lakehead University, Thunder Bay, Ontario. Dr. Mitchell
        received his B.Sc. from the University of Manchester, 1964; M.Sc. from Manchester, 1966;
        Ph.D from McMaster University, 1969; and a D.Sc in 1978 from the University of Manchester.
        He was elected a Fellow of the Royal Society of Canada in 1994.



Dr.
        Roger David Morton. For the past five years, Dr. Morton has been
        Professor Emeritus in Geology with the Department of Earth and Atmospheric Sciences at the
        University of Alberta. He also serves as Chairman of the Board for Mindoro Resources Inc.,
        and is President of Muskox Minerals Corp. He is a member of the Board of Directors of
        Uruguay Mineral Resources and Black Swan Resources. Dr. Morton obtained his B.Sc. (Hons.
        1st class) in Geology and his Ph.D. in Geology from the University of
        Nottingham, England.



Mr.
        Elton L. S. Pereira. Prior to his appointment as Vice President
        of Exploration of the Company, Mr. Pereira served as the Company's Manager of Exploration
        for two years. Mr. Pereira has over fifteen years of experience in mineral exploration in
        the Amazon and throughout mid-western Brazil, primarily with the Rio Tinto Group. Mr.
        Pereira is a graduate of Universidade do Vale do Rio dos Sinos of Rio Grande do Sul State
        and has a M.Sc degree from Universidade Federal do Ouro Preto of Minas Gerais
        State.



Mr.
        Stephen G. Zahony. Prior to his employment with the Company, Mr.
        Zahony worked as a self-employed consultant. Mr. Zahony served as Chief Geologist for Saudi
        Arabian Mining Co. from March, 2000 to April, 2002. Mr. Zahony has a M.A. degree from
        Dartmouth College and has forty years of exploration and mining experience with a number of
        major and junior mining and exploration companies.



No
        director or officer of the Company has any family relationship with any other officer or
        director of the Company. The Company has no arrangement or understanding with major
        shareholders, customers, suppliers or others, pursuant to which any person referred to
        above was selected as a director.



B.
        Compensation



Officers



The
        Company has no long-term incentive plans. However stock options are awarded from
        time-to-time at the discretion of the Board of Directors and the Compensation Committee.
        The following tables set forth all annual and long-term compensation for services in all
        capacities to the Company and its subsidiaries for the three most recently completed
        financial years, including information regarding stock option awards made under the
        Company’s Stock Option Plan.









16

---



Summary Compensation Table



Annual Compensation

                    Long Term CompensationAwards

                    PayoutsNameandPrincipalPosition

                    FiscalYear

                    SalaryUS ($)

                    BonusUS ($)

                    Other AnnualCompensation($)

                    Securities Under OptionsGranted (#)

                    RestrictedShares($)

                    LTIPPayouts($)

                    All otherCompensa-tion (4)US ($)Mark E. Jones, IIIChairman

                    200820072006

                    186,700120,000120,000

                    56,0006,000106,000

                    -

                        -

                        -

                    --655,490

                    -

                        -

                        -

                    -

                        -

                        -

                    7,8007,8007,800Leendert G. KrolPresident (1)

                    200820072006

                    90,00060,00088,000

                    26,0006,000106,000

                    ---

                    200,000-624,215

                    -

                        --

                    ---

                    ---Elton L. S. Pereira (2)

                    2008

                    165,000

                    20,000

                    -

                    400,000

                    -

                    -

                    -Brian C. IrwinDirector, Secretary,Chief Financial Officer

                    200820072006

                    103,80048,40029,100

                    58,4008,50028,800

                    ---

                    200,000-206,873

                    ---

                    ---

                    ---Stephen G. ZahonyVice President (3)

                    200820072006

                    30,000120,000

                        85,333

                    -4,000

                        4,000

                    ---

                    -250,000

                        656,373

                    ---

                    ---

                    ---




(1) Mr.
        Krol began serving as the Company’s President in March 2003 and retired in May
        2005.

(2) Mr.
        Pereira began serving as the Company's Vice President - Exploration on April 30,
        2007.

(3) Mr.
        Zahony began serving as the Company's Vice President - Exploration in May 2005 and resigned
        in April 2007. In April 2005, the Company entered into an employment agreement with Mr.
        Zahony with a one year term and annual compensation of US$120,000. The contract was renewed
        in April 2006.

(4) Car
        allowance.



Long
        Term Incentive Plan (“LTIP”) Awards

The
        Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to
        serve as an incentive for performance over a period greater than one financial year
        (whereby performance is measured by reference to financial performance or the price of the
        Company's securities) was paid to the officers during the most recently completed financial
        year.



Option/Stock Appreciation Rights (“SAR”) Grants During the
        Most Recently Completed Financial Year

The
        following table sets forth stock options granted under the Company's stock option plan or
        otherwise during the most recently completed financial year to each of the
        officers.

Option
        Grants During the Most Recently Completed Fiscal Year



Individual Grants (1)Name

                    SecuritiesUnder OptionsGranted(#)

                    % of Total OptionsGranted toEmployees inFiscal Year

                    (2)Exercise orBase Price($/Security)

                    Expiration DateMark E. Jones, III

                    Nil

                    Nil

                    Nil

                    N/ALeendert G. Krol

                    200,000

                    10.5%

                    0.55

                    December 18, 2012Brian C. Irwin

                    200,000

                    10.5%

                    0.55

                    December 18, 2012Elton L. S. Pereira

                    250,000150,000

                    13.2%7.9%

                    0.850.55

                    May 11, 2012December 18, 2012






17

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(1) The
        options are subject to vesting requirements (25% on the date of grant and 12.5% on each
        quarter end thereafter).

(2) The exercise price of stock options is determined by the Board of
        Directors but shall in no event be less than the trading price of the common shares of the
        Corporation on the TSX Venture Exchange ("the Exchange") at the time of the grant of the
        option.



The
        following table sets forth details of all exercises of stock options during the most
        recently completed financial year by each of the Named Executive Officer of the
        Corporation, and as of January 31, 2008, the number of unexercised options held by the
        Named Executive Officers, and the financial year-end value of unexercised in-the-money
        options on an aggregated basis.



Option
        Exercises in Last Fiscal Year



Name

                    SecuritiesAcquiredon Exercise(#)

                    AggregateValueRealized($)

                    UnexercisedOptionsat FiscalYear-End(#)Exercisable/Unexercisable

                    Value of UnexercisedIn-the-MoneyOptionsat Fiscal Year-End($)Exercisable/UnexercisableMark E. Jones, III

                    Nil

                    Nil

                    1,500,000 – ExercisableNil – Unexercisable

                    Nil – ExercisableNil – UnexercisableLeendert G. Krol

                    Nil

                    Nil

                    1,550,000 – Exercisable150,000 – Unexercisable

                    539 – ExercisableNil – UnexercisableBrian C. Irwin

                    Nil

                    Nil

                    550,000 – Exercisable150,000 – Unexercisable

                    Nil – ExercisableNil – UnexercisableElton L. S. Pereira

                    Nil

                    Nil

                    562,500 – Exercisable237,500 – Unexercisable

                    Nil – ExercisableNil – Unexercisable




Directors



Beginning July 1, 2005, the Company and Mr. Irwin entered into a consulting
        agreement with a term of one year and a monthly fee of $5,000. During fiscal 2008, the
        consulting agreement with Mr. Irwin was renewed by oral agreement and the monthly fee was
        increased to $10,000. During fiscal 2008, Mr. Glazier received a consulting fee bonus of
        $10,000. The Company maintains no pension, profit sharing, retirement or other plan
        providing benefits to its officers and directors.



The
        Company has no arrangements, standard or otherwise, pursuant to which directors are
        compensated by the Company or its subsidiaries for their services in their capacity as
        directors during the most recently completed fiscal year or subsequently, up to and
        including the date of this Annual Report other than the payments disclosed
        above.



C.
        Board Practices



All
        directors are elected annually by the shareholders and hold office until the next Annual
        Meeting of Shareholders. There are no directors' service contracts with the Company that
        provide for benefits for the directors upon termination of service.



Messrs.
        Leonard, Mitchell and Morton are members of the Company's Audit Committee, all of whom are
        "independent directors" under the rules of the Securities Exchange Act of 1934, as amended.
        Mr. Leonard serves as the Audit Committee's financial expert.



The
        primary function of the Audit Committee is to assist the Board of Directors in fulfilling
        its financial oversight responsibilities by reviewing the financial reports and other
        financial information provided by the Company to regulatory authorities and shareholders,
        the Company's systems of internal controls regarding finance and



18

---

accounting and the Company's auditing, accounting and financial reporting
        processes. Consistent with this function, the Audit Committee will encourage continuous
        improvement of, and should foster adherence to, the Company's policies, procedures and
        practices at all levels. The Audit Committee's primary duties and responsibilities are
        to:

•

                    Serve as an independent and objective party to monitor the
                        Company's financial reporting and internal control system and review the
                        Company's financial statements.


•

                    Review and appraise the performance of the Company's
                        external auditors.


•

                    Provide an open avenue of communication among the Company's
                        auditors, financial and senior management and the Board of
                        Directors.


Messrs.
        Jones, Mitchell and Morton are members of the Company's Environmental Committee, and
        Messrs. Morton, Mitchell and Jones serve as members of the Company's Compensation
        Committee. The Compensation Committee has responsibility for determining compensation for
        the directors and senior management. To determine compensation payable, the Compensation
        Committee reviews compensation paid for directors and CEOs of companies of similar size and
        stage of development in the mineral exploration industry and determines an appropriate
        compensation reflecting the need to provide incentive and compensation for the time and
        effort expended by the directors and senior management while taking into account the
        financial and other resources of the Company. In setting the compensation, the Compensation
        Committee annually reviews the performance of the CEO in light of the Company's objectives
        and considers other factors that may have impacted the success of the Company in achieving
        its objectives.



D.
        Employees



The
        Company's principal office is located in Houston, TX. The Company also maintains
        administrative offices in Belem, Brazil and field offices in Itaituba, Brazil. The Company
        had 26, 24 and 38 full-time employees at January 31, 2008, 2007 and 2006, respectively;
        however, the Company retains consultants, independent contractors and part-time employees
        on an as-needed basis in connection with its exploration and development activities. For
        each of the years ended January 31, 2008, 2007 and 2006, five of the Company's full-time
        employees were based in the United States and the remaining employees were based in Belem
        and Itaituba, Brazil.



E.
        Share Ownership



The
        following table sets forth, as of May 14, 2008, the number of the Company’s common
        shares beneficially owned by the directors and members of senior management of the Company,
        individually, and as a group, and the percentage of ownership of the outstanding common
        shares represented by such shares.



The
        shareholders listed below possess sole voting and investment power with respect to the
        shares shown.



Name of Beneficial Owner

                    Number of Shares

                    Percent of ClassD. Harry W. Dobson

                    600,000 (1)

                    *Patrick L. Glazier (2)

                    2,215,547 (1)

                    2.9 %Brian C. Irwin

                    700,000 (1)

                    *Mark E. Jones, III

                    3,052,752 (1)

                    3.9 %Leendert G. Krol

                    1,700,000 (1)

                    2.2 %Daniel B. Leonard

                    1,579,124 (1)

                    2.1 %Dr. Roger Howard Mitchell

                    505,494 (1)

                    *Dr. Roger David Morton

                    505,428 (1)

                    *Elton L. S. Pereira

                    800,000 (1)

                    1.0%Officer and Directors of the Company as a group (9
                        persons)

                    11,658,345 (1)

                    13.9 %






19

---

* Less than
        1%.

(1) A
        director of the Company. Includes the following options to purchase common
        shares:



Name

                    Number of Options(#)

                    Exercise Price($)

                    Date of ExpirationD. Harry W. Dobson

                    300,000300,000

                    1.252.00

                    May 31, 2010August 4, 2010Patrick L. Glazier

                    33,484

                        120,995

                        141,875

                        55,000

                        61,000

                        187,646

                        200,000

                    0.400.921.021.101.302.000.55

                    October 21, 2008June 11, 2009July 29, 2009November 19, 2009March 22, 2010July 21, 2010December 18, 2012Brian C. Irwin

                    17,283

                        228,844

                        47,000

                        50,500

                        156,373

                        200,000

                    0.921.021.101.302.000.55

                    June 11, 2009July 29, 2009November 19, 2009March 22, 2010July 21, 2010December 18, 2012Mark E. Jones, III

                    51,765

                        657,245

                        135,500

                        155,100

                        500,390

                    0.921.021.101.302.00

                    June 11, 2009July 29, 2009November 19, 2009March 22, 2010July 21, 2010Leendert G. Krol

                    17,956

                        251,328

                        470,001

                        136,500

                        155,100

                        469,115

                        200,000

                    0.490.921.021.101.302.000.55

                    November 26, 2008June 11, 2009July 29, 2009November 19, 2009March 22, 2010July 21, 2010December 18, 2012Daniel B. Leonard

                    54,252

                        191,875

                        47,000

                        50,500

                        156,373

                        100,000

                    0.921.021.101.302.000.55

                    June 11, 2009July 29, 2009November 19, 2009March 22, 2010July 21, 2010December 18, 2012Dr. Roger Howard Mitchell

                    55,027

                        141,875

                        38,000

                        40,000

                        125,098

                        100,000

                    0.921.021.101.302.000.55

                    June 11, 2009July 29, 2009November 19, 2009March 22, 2010July 21, 2010December 18, 2012Dr. Roger David Morton

                    31,652

                        166,250

                        37,000

                        40,000

                        125,098

                        100,000

                    0.921.021.101.302.000.55

                    June 11, 2009July 29, 2009November 19, 2009March 22, 2010July 21, 2010December 18, 2012Elton L. S. Pereira

                    100,000

                        300,000

                        250,000

                        150,000

                    0.860.860.850.55

                    February 15, 2010August 4, 2010May 11, 2012December 18, 2012






20

---

(2) The
        beneficial owner has sole ownership, with the exception of a total of 275,376 shares, where
        ownership is shared.



Shares
        Subject to Options



The
        Company maintains a stock option plan for its directors, officers and employees and may
        issue up to 13,000,000 options. The following table sets forth the Company's compensation
        plans under which equity securities are authorized for issuance at the dates
        indicated.



Equity Compensation Plan
                        Information as of January 31, 2008Plan category

                    Number of securities tobe issued upon exerciseof outstanding options,warrants and rights

                    Weighted-averageexercise price ofoutstanding options,warrants and rights

                    Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(a)

                    (b)

                    (c)Equity compensation plans approved by
                          security holders

                    9,052,000

                    $1.16

                    3,750,857Equity compensation
                          plans not approved by
                          security holders

                    -0-

                    N/A

                    -0-Total

                    9,052,000

                    $1.16

                    3,750,857




Under
        the terms of the plan, the exercise price of each option equals the closing market price of
        the Company’s stock on the date of grant. The options granted under the
        Company’s stock option plan are subject to vesting requirements (25% on the date of
        grant and 12.5% on each quarter end thereafter) and have a term of five years. Options are
        issued at the discretion of the Board of Directors. As of January 31, 2008, included in the
        9,052,000 common share options outstanding were the 7,700,000 common stock options granted
        to directors and officers as disclosed in the second preceding table plus a total of
        895,000 and 457,000 common stock options issued to employees and consultants,
        respectively.



Item 7.
        Major Shareholders and Related Party Transactions



A.

                    Major Shareholders




The
        following table sets forth, as of May 14, 2008, the number of Common Stock and the
        corresponding percentage ownership of each person who held of record, or was known by the
        Company to own beneficially, more than five percent of the Company's Common Stock. The
        major shareholders of the Company do not have different voting rights. Unless otherwise
        indicated, the Company believes the following persons have sole voting and investment power
        with respect to the number of shares set forth opposite their names.



Name and Address of Beneficial Owner

                    Number of Shares

                    Percent of ClassCDS & Co. (1)P. O. Box 1038, Station A, 25 The EsplanadeToronto, Ontario M5W 1G5

                    45,248,245

                    59.2%Cede & Co. (1)P.O. Box 20, Bowling Green StationNew York, New York 10274

                    25,845,793

                    33.8%






21

---



Name and Address of Beneficial Owner

                    Number of Shares

                    Percent of ClassTalon Metals Corp.Geneva Place 2nd Floor, 333 Waterfront
                        DriveWickam’s Cay Road TownTortola, British Virgin Islands

                    4,935,500

                    6.5%




(1) It
        is the understanding of the Company that all of these shares are held by the record
        shareholder in a nominal, fiduciary, trustee or similar capacity. The Company is unaware of
        the identities of the beneficial owners of these shares, with the exception of shares held
        by the Company's officers or directors included in such share positions.



To the best
        of the Company’s knowledge, the Company is not directly or indirectly owned or
        controlled by another corporation, by any foreign government or by any other natural or
        legal person severally or jointly.



The
        Company’s common stock is issued in registered form and the following information is
        taken from the records of Computershare Investor Services Inc. located in Vancouver,
        British Columbia, Canada, the registrar and transfer agent for the common stock. As of May
        14, 2008, there were 193 holders of record of the Company’s Common Stock including
        156 in the United States who collectively held 28,705,230 common shares, representing 38%
        of the total issued and outstanding shares of 76,437,621 common shares.



In
        February 2007 the Company and Talon Metals Corp. entered into a Voting Trust and Placement
        Rights Agreement (the “Voting Agreement”) pursuant to which the Company had the
        right to direct the voting of the shares issued to Talon Metals Corp. except in certain
        conditions, including but not limited to a merger, amalgamation or a sale of all or
        substantially all of the Company's assets. Further, the Company had the right to find
        purchasers for the shares if Talon Metals Corp. wished to sell. The Voting Agreement would
        terminate on the earliest of: (i) the day following the second shareholders meeting after
        the Voting Agreement is entered into, (ii) eighteen months after the Voting Agreement is
        entered into, and (iii) the date on which the shares held by Talon Metals Corp. and its
        affiliates represent in the aggregate less than 10% of the then outstanding
        shares.



In
        September 2007, Talon sold 8,214,500 common shares of the Company to several third parties.
        After the sale Talon holds 4,935,500 shares or approximately 6.5% of the outstanding
        shares. The Voting Agreement terminated when the holdings of Company common shares by Talon
        became less than 10% of the Company’s outstanding common shares. The Company and
        Talon entered into an agreement whereby Talon agreed that it will not sell any of its
        remaining common shares of the Company for six months without the prior consent of the
        Company.



B.
        Related Party Transactions



All
        related party transactions are discussed in Item 6 above.



C.
        Interests of Experts and Counsel



This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.



Item
        8. Financial Information



A.
        Consolidated Statements and Other Financial Information



Consolidated Financial Statements



The
        Consolidated Financial Statements of the Company included as part of this Annual Report on
        Form 20-F are incorporated by reference in response to this Item 8. An index to the
        Consolidated Financial Statements is included in Item 17.





22

---



Legal
        or Arbitration Proceedings



Except
        as described in Note 12 of the Notes to the Company’s Consolidated Financial
        Statements, there are no material pending legal proceedings to which the Company or any of
        its subsidiaries is a party or to which any of their property is subject. The Company is
        involved from time to time in claims arising in the normal course of business.



Dividend Policy



The
        Company has never declared or paid cash dividends on its Common Stock. The Company
        presently intends to retain cash for the operation and development of its business and does
        not anticipate paying cash dividends in the foreseeable future. A future determination as
        to the payment of dividends will depend on a number of factors, including future earnings,
        capital requirements, the financial condition and prospects of the Company and such other
        factors as the Board of Directors of the Company deems relevant.



B.
        Significant Changes



On May
        9, 2008, the Company and Gold Fields Holdings Company BVI Ltd. ("Gold
        Fields") entered into a letter of intent (“the LOI”) whereby the Company will
        acquire, subject to certain conditions including the execution of a definitive agreement,
        the Bom Jardim property consisting of approximately 22,700 hectares of concessions and
        application areas in the Tapajós region of Pará State, Brazil, subject to the
        back-in rights described below. The Company will issue $1,000,000 in common shares for the
        Bom Jardim Property.



The
        number of Company shares to be issued to Gold Fields will be calculated using a deemed
        price per share equal to the greater of the 30 day Volume-Weighed Average Price prior to
        closing or the Discounted Market Price (as defined in the TSX Venture Exchange Corporate
        Finance Manual) on the day prior to the date of the LOI. The parties have agreed to
        negotiate a definitive agreement governing the terms of the transaction in detail which is
        anticipated to be executed within two months of the satisfaction of certain conditions of
        both parties, including board and regulatory approvals of the transaction and satisfactory
        due diligence. Completion of the acquisition is conditional on the completion of the
        reorganization by Gold Fields of the corporate structure within which the Bom Jardim
        Property is presently held. On closing, the Company will acquire the subsidiary of Gold
        Fields in which the Bom Jardim Property will be held in exchange for the Company
        shares.



Gold
        Fields will have the one-time option, two years after closing the sale of the Bom Jardim
        Property, to back-in to earn a 60% interest in the company indirectly holding the Bom
        Jardim Property by spending on the Bom Jardim Property, over the next three years, an
        amount equal to two times the expenditures made by the Company on the Bom Jardim and
        Circulo properties from closing to the second anniversary of closing. If Gold Fields elects
        not to back-in, Gold Fields will be entitled to a 2% Net Smelter Return Royalty on the Bom
        Jardim Property. If Gold Fields acquires the 60% interest, it will have the further option
        to increase its interest to 70% by either completing and delivering a bankable feasibility
        study in respect of the Bom Jardim Property or by spending a further $10 million on the Bom
        Jardim Property over the succeeding three year period. Thereafter the parties will
        contribute proportionately to further expenses. The Company will have the option to request
        Gold Fields to lend to the Company sufficient funds to meet the Company’s share of
        the cost of placing the Property into production, in which case Gold Fields’ interest
        will be increased to 75%.



Item
        9. The Offer and Listing



A.
        Offer and Listing Details



The
        Company's Common Stock is listed on the TSX Venture Exchange (“the TSX”) in
        British Columbia, Canada under the symbol “BZO”. The Company’s Common
        Stock is not traded on an exchange or market in the United States.



The high
        and low sales prices (in Canadian dollars) as quoted on the TSX for the below referenced
        fiscal years were as follows:



23

---



Price Range of Common Stock (1)Fiscal Year Ended January 31,

                    High

                    Low2008

                    1.00

                    0.402007

                    1.64

                    0.602006

                    2.50

                    0.802005

                    1.80

                    0.352004

                    0.54

                    0.07




(1) The
        Company's stock traded under the symbol "SRS" through September 17, 2003 and under "JRS"
        from September 18, 2003 through September 3,
        2004.



The high
        and low sales prices (in Canadian dollars) as quoted on the TSX for the below referenced
        quarterly periods were as follows:



Price Range of Common StockFiscal Year Ended January 312008

                    2007Fiscal Quarter Ended

                    High

                    Low

                    High

                    LowApril 30

                    1.00

                    0.76

                    1.64

                    1.18July 31

                    0.91

                    0.66

                    1.62

                    0.98October 31

                    0.86

                    0.60

                    1.30

                    0.60January 31

                    0.78

                    0.40

                    1.40

                    0.78




The high
        and low sales prices (in Canadian dollars) as quoted on the TSX for the below referenced
        months were as follows:



Price Range of Common StockMonth Ended

                    High

                    LowNovember 30, 2007

                    0.78

                    0.40December 31, 2007

                    0.58

                    0.45January 31, 2008

                    0.60

                    0.41February 28, 2008

                    0.73

                    0.46March 31, 2008

                    0.72

                    0.49April 30, 2008

                    0.70

                    0.51




B. Plan
        of Distribution



This Form 20-F is being filed as an annual report under the
        Securities Exchange Act of 1934, and as such, there is no requirement to provide any
        information under this item.



24

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C.
        Markets



The common
        shares of the Company trade on the TSX Venture Exchange under the symbol "BZO".



Item 10.
        Additional Information



A. Share
        Capital



This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.



B.
        Memorandum and Articles of Association



The
        information called for by this item was reported previously in the Company’s Form
        20-F for the year ended January 31, 2007 as filed on May 25, 2007.



C.
        Material Contracts



The
        following is a summary of the material contracts entered into by the Company for the two
        years ended May 14, 2008:



The
        letter agreement dated September 11, 2006 among the Company, BrazMin Corp. and EIMB
        pursuant to which the Company acquired RH 2004 and EIMB, the terms of which are described
        in "Item 4. History of the Company, A" above.



The
        Quota Purchase Agreement, dated February 5, 2007 among Sabino Orlando
        Conceição Loguercio, Luiz Antonio Gravata Galvão, Jaguar Resources do
        Brasil, Mineração Cachambix LTDA, and Brazauro Holdings (Brazil) Ltd.,
        relating to the acquisition of certain mineral rights to the Extension Area, pursuant to
        which the Company’s subsidiary acquired Cachambix, the terms of which are described
        in "Item 4. History of the Company, A" above.



The
        letter of intent dated May 9, 2008 between Gold Fields Holdings Company (BVI) Ltd and the
        Company relating to the acquisition of the Bom Jardim property, the terms of which are
        described in "Item 8. Financial Statements, B" above.



D.
        Exchange Controls



The Company is not aware of governmental laws, decrees or
        regulations in Canada restricting the import or export of capital or affecting the
        remittance to the United States of interest, dividends or other payments to non-resident
        holders of the Company's Common Stock. However, the payment or crediting of interest or
        dividends to United States residents may be subject to applicable withholding taxes at a
        rate prescribed by the Income Tax Act (Canada) as modified by the provisions of the
        Canada-United States Income Tax Convention, 1980 (see "Taxation" below).



Except as provided in the Investment Canada Act (the "ICA"),
        there are no limitations under the laws of Canada, the Province of British Columbia or in
        the charter and organizational documents of the Company on the right of nonresident or
        foreigner owners to hold and/or vote the shares of the Company



The ICA applies when a "non-Canadian" individual or entity or
        controlled group of entities as defined in the ICA proposes to make an investment to
        acquire control of a Canadian business enterprise, either directly or indirectly, and by
        way of purchase of voting shares of a corporation or of substantially all of the assets
        used in the Canadian business enterprise. An investment in voting shares of a corporation
        is deemed to be an acquisition of control where more than 50% of the voting shares are
        acquired. An acquisition of less than one-third of the voting shares of a corporation is
        deemed not to be an acquisition of control and an acquisition of between one-third and
        one-half of the voting shares of a corporation is presumed to be an acquisition of control
        unless it can be established that the acquisition does not in fact result in control of the
        corporation by the investor.





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An investment to acquire control of a Canadian
        business enterprise, the gross assets of which exceed certain thresholds, must be reviewed
        and approved under the ICA before implementation. An investment to acquire control of a
        Canadian business enterprise, the gross asset value of which falls below these threshold
        amounts, is one in respect of which notification must be given under the ICA although
        approval is not required prior to implementation of the investment. NAFTA Investors, (i.e.)
        investors who are nationals, other than Canadian, as defined in the North American Free
        Trade Agreement, are not considered for the purposes of the ICA to be
        “non-Canadian”.



E.
        Taxation



Dividends



Generally, dividends paid by a Canadian corporation to non-resident
        individuals or corporations are subject to withholding tax at a rate of 25% under Part XIII
        of the Income Tax Act (Canada) (the “ITA”). However, under paragraph 2 of
        Article X of the Canada-United States Tax Convention (1980) (the “Treaty”) the
        withholding tax rate may be reduced, as follows, to:



| | a) | 5% of the gross amount of the dividends if the beneficial owner
                    of such dividends is a US resident company which owns at least 10% of the
                    voting stock of the corporation paying the dividends; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | 15% of the gross amount of the dividends in all other
                    cases.
| | -- | --------------------------------------------------------------------------------



Subject
        to certain limitations and exceptions, US resident shareholders of a Canadian corporation
        may be entitled to a credit for all or a portion of such withholding taxes in computing
        their US federal and possibly their state income tax liability.



Dividends paid by a Canadian corporation to a Canadian resident shareholder
        will not be subject to withholding tax but will be subject to Part I and provincial income
        tax in Canada. Dividends on shares of a public company will usually be treated for tax
        purposes as “eligible” dividends which are subject to a lower tax rate of
        between 17.5% and 30.6%, depending on the province of residence of the individual and
        assuming the highest marginal tax rate applies. Non-eligible dividends are taxed at rates
        ranging from 25.2% to 36.8%.



Canadian
        resident corporations receiving dividends from the Company will not be subject to Part I
        tax but may be subject to Part IV tax at a rate of 33.33%, which will be refundable to the
        corporation at a rate of $1 for every $3 of dividends paid by the corporation.



Dispositions of Capital Property



Capital
        gains realized by a non-resident person on the disposal of shares that are considered to
        be Taxable Canadian Property
        (“TCP”), as defined in the ITA, are taxable in Canada as capital
        gains. Generally, the shares of a Canadian public corporation will be TCP where a
        shareholder, together with persons with whom the shareholder does not deal at arm’s
        length have, at any time during the five year period before the disposition, owned at least
        25% of the issued shares of any class of the shares of the public corporation.
        “Arm’s length” is a term defined in the ITA.



If a US
        resident shareholder disposes of shares that are TCP, the shareholder may be exempt from
        tax in Canada under Article XIII of the Treaty if, at the time of the disposition of the
        shares, the value of the shares was derived principally from something other than direct or
        indirect real property interests situated in Canada. Real property interest is defined in
        the Treaty to include gains on Canadian real and resource properties and shares of
        companies that derive more than half of their value from such properties.



The
        disposal of TCP, whether treaty exempt or not, will require that the non-resident
        shareholder notify the Canada Revenue Agency (“CRA”) of the disposition and
        obtain a clearance certificate from the CRA under section 116 of the ITA. In addition, the
        non-resident shareholder will be required to file an income tax return under Part I of the
        ITA. Commencing in 2009, the requirement to obtain a clearance certificate where capital
        gains are exempt from taxation in Canada by the treaty, is expected to be
        lifted.



.



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Capital gains are calculated, generally, as the amount by
        which the proceeds of disposition exceed the Adjusted Cost
        Base (“ACB”) of the shares and the cost of selling
        the shares. If the capital gain is taxable in Canada, half of the capital gain will be
        taxable to the vendor as a “taxable capital gain” at rates ranging from 19.5%
        to 24.1%, depending on the province of residence and assuming the top marginal rate of tax.
        If the disposition results a capital loss, half of the capital loss will be an
        “allowable capital loss”, deductible against taxable capital gains only. The
        allowable capital losses cannot be used against other types of income; however, allowable
        capital losses do not expire and can be carried back 3 years and forward
        indefinitely.



The ACB
        of a share includes the cost of the share plus or minus any adjustments that may be
        required under the ITA. The ACB of each common share of a corporation owned by an investor
        at any particular time will be the average ACB to him of all common shares of that
        corporation owned at that time.



Subject
        to certain limitations and exceptions, US resident shareholders of a Canadian corporation
        that have paid income tax in Canada, may be entitled to a credit for all or a portion of
        any capital gain taxation in computing their US federal and possibly their state income tax
        liability.



Disposition of Non-Capital Property



Gains
        realized by a non-resident of Canada in the course of a business of buying and selling
        securities carried on by the shareholder in Canada will be taxable in Canada under section
        2 of the ITA, as business income. Under the ITA, a shareholder may be deemed to carry on
        business in Canada in respect of particular shares if he offers them for sale in Canada
        through an agent, including the TSX Venture Exchange. Under the Treaty, any business
        profits derived by a US resident shareholder of a Canadian public corporation from the
        disposition of the corporation’s shares will be taxable in Canada to the extent that
        such profits are attributable to a permanent establishment of the shareholder in
        Canada.



The
        foregoing discussion is a summary of certain tax considerations which may be relevant to
        shareholders of the Company. It is not intended as a substitute for personal tax planning
        and professional tax advice.



U.S.
        Federal Income Tax Consequences

The
        following is a summary of certain material U.S. federal income tax consequences to a U.S.
        Holder (as defined below) arising from and relating to the acquisition, ownership, and
        disposition of Common Stock.



This
        summary is for general information purposes only and does not purport to be a complete
        analysis or listing of all potential U.S. federal income tax consequences that may apply to
        a U.S. Holder as a result of the acquisition, ownership, and disposition of Common Stock.
        In addition, this summary does not take into account the individual facts and circumstances
        of any particular U.S. Holder that may affect the U.S. federal income tax consequences of
        the acquisition, ownership, and disposition of Common Stock. Accordingly, this summary is
        not intended to be, and should not be construed as, legal or U.S. federal income tax advice
        with respect to any U.S. Holder. Each U.S. Holder should consult its own tax advisor
        regarding the U.S. federal income, U.S. state and local, and foreign tax consequences of
        the acquisition, ownership, and disposition of Common Stock.



Scope
        of this Summary



Authorities



This
        summary is based on the Internal Revenue Code of 1986, as amended (the “Code”),
        Treasury Regulations (whether final, temporary, or proposed), published rulings of the
        Internal Revenue Service (the “IRS”), published administrative positions of the
        IRS, the Convention Between Canada and the United States of America with Respect to Taxes
        on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax
        Convention”), and U.S. court decisions that are applicable and, in each case, as in
        effect and available, as of the date of this Annual Report. Any of the authorities on which
        this summary is based could be changed in a material and adverse manner at any time, and
        any such change could be applied on a retroactive basis. This summary does not discuss
        the



27

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potential effects, whether adverse or beneficial, of any
        proposed legislation that, if enacted, could be applied on a retroactive
        basis.



U.S. Holders



For purposes of this summary, a “U.S. Holder” is
        a beneficial owner of Common Stock that, for U.S. federal income tax purposes, is
        (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or
        any other entity classified as a corporation for U.S. federal income tax purposes, that is
        created or organized in or under the laws of the U.S., any state in the U.S., or the
        District of Columbia, (c) an estate if the income of such estate is subject to U.S.
        federal income tax regardless of the source of such income, or (d) a trust if
        (i) such trust has validly elected to be treated as a
        U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to
        exercise primary supervision over the administration of such trust and one or more U.S.
        persons have the authority to control all substantial decisions of such trust.



Non-U.S. Holders



For
        purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common
        Stock other than a U.S. Holder. This summary does not address the U.S. federal income tax
        consequences of the acquisition, ownership, and disposition of Common Stock to non-U.S.
        Holders. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the
        U.S. federal income, U.S. state and local, and foreign tax consequences (including the
        potential application of and operation of any income tax treaties) of the acquisition,
        ownership, and disposition of Common Stock.



U.S.
        Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed



This
        summary does not address the U.S. federal income tax consequences of the acquisition,
        ownership, and disposition of Common Stock to U.S. Holders that are subject to special
        provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that
        are tax-exempt organizations, qualified retirement plans, individual retirement accounts,
        or other tax-deferred accounts; (b) U.S. Holders that are financial institutions,
        insurance companies, real estate investment trusts, or regulated investment companies;
        (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are
        traders in securities that elect to apply a mark-to-market accounting method; (d) U.S.
        Holders that have a “functional currency” other than the U.S. dollar;
        (e) U.S. Holders that are liable for the alternative minimum tax under the Code;
        (f) U.S. Holders that own Common Stock as part of a straddle, hedging transaction,
        conversion transaction, constructive sale, or other arrangement involving more than one
        position; (g) U.S. Holders that acquired Common Stock in connection with the exercise
        of employee stock options or otherwise as compensation for services; (h) U.S. Holders
        that hold Common Stock other than as a capital asset within the meaning of
        Section 1221 of the Code; (i) U.S. Holders who are U.S. expatriates or former
        long-term residents of the United States; or (j) U.S. Holders that own (directly,
        indirectly, or by attribution) 10% or more of the total combined voting power of all
        classes of shares of the Company entitled to vote. U.S. Holders that are subject to special
        provisions under the Code, including U.S. Holders described immediately above, should
        consult their own tax advisors regarding the U.S. federal income tax consequences of the
        acquisition, ownership, and disposition of Common Stock.



If an
        entity that is classified as a partnership for U.S. federal income tax purposes holds
        Common Stock, the U.S. federal income tax consequences of the acquisition, ownership, and
        disposition of Common Stock to such partnership and the partners of such partnership
        generally will depend on the activities of the partnership and the status of such partners.
        Partners of entities that are classified as partnerships for U.S. federal income tax
        purposes should consult their own tax advisors regarding the U.S. federal income tax
        consequences of the acquisition, ownership, and disposition of Common Stock.



Tax
        Consequences Other than U.S. Federal Income Tax Consequences Not Addressed



This
        summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign
        tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common
        Stock. Each U.S. Holder should consult its



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own tax
        advisor regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax
        consequences of the acquisition, ownership, and disposition of Common Stock.



U.S.
        Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common
        Stock

Distributions on Common Stock



General Taxation of Distributions



Subject
        to the “passive foreign investment company” rules discussed below, a U.S.
        Holder that receives a distribution, including a constructive distribution, with respect to
        the Common Stock will be required to include the amount of such
        distribution in gross income as a dividend (without reduction for any Canadian income tax
        withheld from such distribution) to the extent of the current or accumulated
        “earnings and profits” of the Company. To the extent that a distribution
        exceeds the current and accumulated “earnings and profits” of the Company, such
        distribution will be treated (a) first, as a tax-free return of capital to the extent
        of a U.S. Holder’s tax basis in the Common Stock and, (b) thereafter, as gain
        from the sale or exchange of such Common Stock. (See “Disposition of Common
        Stock” below).



Reduced Tax Rates for Certain Dividends



For
        taxable years before January 1, 2011, a dividend paid by the Company generally will be
        taxed at the preferential tax rates applicable to long-term capital gains if (a) the
        Company is a “qualified foreign corporation” (as defined below), (b) the
        U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such
        dividend is paid on Common Stock that have been held by such U.S. Holder for at least 61
        days during the 121-day period beginning 60 days before the “ex-dividend
        date.”



The
        Company generally will be a “qualified foreign corporation” under
        Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is eligible
        for the benefits of the Canada-U.S. Tax Convention, or (b) the Common Stock is readily
        tradable on an established securities market in the U.S. However, even if the Company
        satisfies one or more of such requirements, the Company will not be treated as a QFC if the
        Company is a “passive foreign investment company” (as defined below) for the
        taxable year during which the Company pays a dividend or for the preceding taxable
        year.



As
        discussed below, the Company believes that it was a “passive foreign investment
        company” for the taxable year ended January 31, 2008, and expects that it will be a
        “passive foreign investment company” for the taxable year ending January 31,
        2009. (See “Passive Foreign Investment Company” below). Accordingly, the
        Company does not expect to be a QFC for the taxable year ending January 31,
        2009.



If the
        Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including a U.S.
        Holder that is an individual, estate, or trust, generally will be taxed at ordinary income
        tax rates (and not at the preferential tax rates applicable to long-term capital gains).
        The dividend rules are complex, and each U.S. Holder should consult its own tax advisor
        regarding the dividend rules.



Distributions Paid in Foreign Currency



The
        amount of a distribution received on the Common Stock in foreign currency generally will be
        equal to the U.S. dollar value of such distribution based on the exchange rate applicable
        on the date of receipt. A U.S. Holder that does not convert foreign currency received as a
        distribution into U.S. dollars on the date of receipt generally will have a tax basis in
        such foreign currency equal to the U.S. dollar value of such foreign currency on the date
        of receipt. Such a U.S. Holder generally will recognize ordinary income or loss on the
        subsequent sale or other taxable disposition of such foreign currency (including an
        exchange for U.S. dollars).



Dividends Received Deduction



Dividends received on the Common Stock generally will not be eligible for
        the “dividends received deduction.” The availability of the dividends received
        deduction is subject to complex limitations that are beyond the scope of this



29

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summary, and a U.S. Holder that is a
        corporation should consult its own tax advisor regarding the dividends received
        deduction.



Disposition of Common Stock



A U.S. Holder will recognize gain or loss on the sale or
        other taxable disposition of Common Stock in an amount equal to the difference, if any,
        between (a) the amount of cash plus the fair market value of any property received and
        (b) such U.S. Holder’s adjusted tax basis in the Common Stock sold or otherwise
        disposed of. Subject to the “passive foreign investment company” rules
        discussed below, any such gain or loss generally will be capital gain or loss, which will
        be long-term capital gain or loss if the Common Stock is held for more than one
        year.



Preferential tax rates apply to long-term capital gains of a U.S. Holder
        that is an individual, estate, or trust. There are currently no preferential tax rates for
        long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital
        losses are subject to significant limitations under the Code.



Foreign Tax Credit



A U.S.
        Holder that pays (whether directly or through withholding) Canadian income tax with respect
        to dividends received on the Common Stock generally will be entitled, at the election of
        such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax
        paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax
        liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S.
        Holder’s income subject to U.S. federal income tax. This election is made on a
        year-by-year basis and applies to all foreign taxes paid (whether directly or through
        withholding) by a U.S. Holder during a taxable year.



Complex
        limitations apply to the foreign tax credit, including the general limitation that the
        credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income
        tax liability that such U.S. Holder’s “foreign source” taxable income
        bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a
        U.S. Holder’s various items of income and deduction must be classified, under complex
        rules, as either “foreign source” or “U.S. source.” In addition,
        this limitation is calculated separately with respect to specific categories of income.
        Dividends received on the Common Stock generally will be treated as “foreign
        source” and generally will be categorized as “passive income”. The
        foreign tax credit rules are complex, and each U.S. Holder should consult its own tax
        advisor regarding the foreign tax credit rules.



Information Reporting; Backup Withholding Tax



Payments
        made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, or proceeds
        arising from the sale or other taxable disposition of, Common Stock generally will be
        subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S.
        Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer
        identification number (generally on Form W-9), (b) furnishes an incorrect U.S.
        taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has
        previously failed to properly report items subject to backup withholding tax, or
        (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished
        its correct U.S. taxpayer identification number and that the IRS has not notified such U.S.
        Holder that it is subject to backup withholding tax. However, U.S. Holders that are
        corporations generally are excluded from these information reporting and backup withholding
        tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed
        as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or
        will be refunded, if such U.S. Holder furnishes required information to the IRS. Each U.S.
        Holder should consult its own tax advisor regarding the information reporting and backup
        withholding tax rules.



Passive Foreign Investment Company



The
        Company generally will be a “passive foreign investment company” under
        Section 1297(a) of the Code (a “PFIC”) if, for a taxable year,
        (a) 75% or more of the gross income of the Company for such taxable year is passive
        income or (b) on average, 50% or more of the assets held by the Company either produce
        passive income or are held for the production of passive income, based on the fair market
        value of such assets (or on the adjusted tax basis of such assets, if the Company is not
        publicly traded and either is a “controlled foreign corporation” or makes an
        election). “Passive income” includes, for example, dividends, interest, certain
        rents and royalties, certain gains from



30

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the sale or exchange of commodities by the Company generally
        are excluded from “passive income” if substantially all of the Company’s
        commodities are (a) stock in trade of the Company or other property of a kind that would
        properly be included in inventory of the Company, or property held by the
        Company primarily for sale to customers in the ordinary course of business, (b) property
        used in the trade or business of the Company that would be subject to the allowance for
        depreciation under section 167 of the Code, or (c) supplies of a type regularly used or
        consumed by the Company in the ordinary course of its trade or
        business.



For
        purposes of the PFIC income test and asset test described above, if the Company owns,
        directly or indirectly, 25% or more of the total value of the outstanding shares of another
        foreign corporation, the Company will be treated as if it (a) held a proportionate
        share of the assets of such other foreign corporation and (b) received directly a
        proportionate share of the income of such other foreign corporation. In addition, for
        purposes of the PFIC income test and asset test described above, “passive
        income” does not include any interest, dividends, rents, or royalties that are
        received or accrued by the Company from a “related person” (as defined in
        Section 954(d)(3) of the Code), to the extent such items are properly allocable to the
        income of such related person that is not passive income.



In
        addition, if the Company is a PFIC and owns shares of another foreign corporation that also
        is a PFIC, under certain indirect ownership rules, a disposition of the shares of such
        other foreign corporation or a distribution received from such other foreign corporation
        generally will be treated as an indirect disposition by a U.S. Holder or an indirect
        distribution received by a U.S. Holder, subject to the rules of Section 1291 of the Code
        discussed below. To the extent that gain recognized on the actual disposition by a U.S.
        Holder of Common shares or income recognized by a U.S. Holder on an actual distribution
        received on Common Shares was previously subject to U.S. federal income tax under these
        indirect ownership rules, such amount generally should not be subject to U.S. federal
        income tax.



The
        Company believes that it was a PFIC for the taxable year ended January 31, 2008, and
        expects that it will be a PFIC for the taxable year ending January 31, 2009. The
        determination of whether the Company was, or will be, a PFIC for a taxable year depends, in
        part, on the application of complex U.S. federal income tax rules, which are subject to
        various interpretations. In addition, whether the Company will be a PFIC for the taxable
        year ending January 31, 2009 and each subsequent taxable year depends on the assets and
        income of the Company over the course of each such taxable year and, as a result, cannot be
        predicted with certainty as of the date of this Annual Report. Accordingly, there can be no
        assurance that the IRS will not challenge the determination made by the Company concerning
        its PFIC status or that the Company was not, or will not be, a PFIC for any taxable
        year.



Default PFIC Rules Under Section
        1291 of the Code



If the
        Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the
        acquisition, ownership, and disposition of Common Stock will depend on whether such U.S.
        Holder makes an election to treat the Company as a “qualified electing fund” or
        “QEF” under Section 1295 of the Code (a “QEF Election”) or a
        mark-to-market election under Section 1296 of the Code (a “Mark-to-Market
        Election”). A U.S. Holder that does not make either a QEF Election or a
        Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S.
        Holder.”



A
        Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with
        respect to (a) any gain recognized on the sale or other taxable disposition of Common
        Stock and (b) any excess distribution received on the Common Stock. A distribution
        generally will be an “excess distribution” to the extent that such distribution
        (together with all other distributions received in the current taxable year) exceeds 125%
        of the average distributions received during the three preceding taxable years (or during a
        U.S. Holder’s holding period for the Common Stock, if shorter).



Under
        Section 1291 of the Code, any gain recognized on the sale or other taxable disposition
        of Common Stock, and any excess distribution received on the Common Stock, must be ratably
        allocated to each day in a Non-Electing U.S. Holder’s holding period for the Common
        Stock. The amount of any such gain or excess distribution allocated to prior years of such
        Non-Electing U.S. Holder’s holding period for the Common Stock (other than years
        prior to the first taxable year of the Company beginning after December 31, 1986 for which
        the Company was not a PFIC) will





31

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be subject to U.S. federal income tax at the highest tax rate
        applicable to ordinary income in each such prior year. A Non-Electing U.S. Holder will be
        required to pay interest on the resulting tax liability for each such prior year,
        calculated as if such tax liability had been due in each such prior year. Such a
        Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as
        “personal interest,” which is not deductible. The amount of any such gain or
        excess distribution allocated to the current year of such Non-Electing U.S. Holder’s
        holding period for the Common Stock will be treated as ordinary income in
        the current year, and no interest charge will be incurred with respect to the resulting tax
        liability for the current year.



If the
        Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Common
        Stock, the Company will continue to be treated as a PFIC with respect to such Non-Electing
        U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more
        subsequent taxable years. A Non-Electing U.S. Holder may terminate this deemed PFIC status
        by electing to recognize gain (which will be taxed under the rules of Section 1291 of
        the Code discussed above) as if such Common Stock were sold on the last day of the last
        taxable year for which the Company was a PFIC.



QEF
        Election



The
        procedure for making a QEF Election, and the U.S. federal income tax consequences of making
        a QEF Election, will depend on whether such QEF Election is timely. A QEF Election
        generally will be “timely” if it is made for the first year in a U.S.
        Holder’s holding period for the Common Stock in which the Company is a PFIC. In this
        case, a U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election
        documents with such U.S. Holder’s U.S. federal income tax return for such first year.
        However, if the Company was a PFIC in a prior year in a U.S. Holder’s holding period
        for the Common Stock, then in order to be treated as making a “timely” QEF
        Election, such U.S. Holder must elect to recognize gain (which will be taxed under the
        rules of Section 1291 of the Code discussed above) as if the Common Stock were sold on
        the qualification date for an amount equal to the fair market value of the Common Stock on
        the qualification date. The “qualification date” is the first day of the first
        taxable year in which the Company was a QEF with respect to such U.S. Holder. In addition,
        under very limited circumstances, a U.S. Holder may make a retroactive QEF Election if such
        U.S. Holder failed to file the QEF Election documents in a timely manner.



A QEF
        Election will apply to the taxable year for which such QEF Election is made and to all
        subsequent taxable years, unless such QEF Election is invalidated or terminated or the IRS
        consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in
        a subsequent taxable year, the Company ceases to be a PFIC, the QEF Election will remain in
        effect (although it will not be applicable) during those taxable years in which the Company
        is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent taxable
        year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF
        rules described above during any such subsequent taxable year in which the Company
        qualifies as a PFIC. In addition, the QEF Election will remain in effect (although it will
        not be applicable) with respect to a U.S. Holder even after such U.S. Holder disposes of
        all of such U.S. Holder’s direct and indirect interest in the Common Stock.
        Accordingly, if such U.S. Holder reacquires an interest in the Company, such U.S. Holder
        will be subject to the QEF rules described above for each taxable year in which the Company
        is a PFIC.



A U.S.
        Holder that makes a timely QEF Election generally will not be subject to the rules of
        Section 1291 of the Code discussed above. For example, a U.S. Holder that makes a
        timely QEF Election generally will recognize capital gain or loss on the sale or other
        taxable disposition of Common Stock.



However,
        for each taxable year in which the Company is a PFIC, a U.S. Holder that makes a QEF
        Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata
        share of (a) the net capital gain of the Company, which will be taxed as long-term
        capital gain to such U.S. Holder, and (b) and the ordinary earnings of the Company,
        which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital
        gain” is the excess of (a) net long-term capital gain over (b) net
        short-term capital loss, and “ordinary earnings” are the excess of
        (a) “earnings and profits” over (b) net capital gain. A U.S. Holder
        that makes a QEF Election will be subject to U.S. federal income tax on such amounts for
        each taxable year in which the Company is a PFIC, regardless of whether such amounts are
        actually distributed to such U.S. Holder by the Company. However, a U.S. Holder that makes
        a QEF Election may, subject to certain limitations, elect to defer payment of current U.S.
        federal income tax on such





32

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amounts, subject
        to an interest charge. If such U.S. Holder is not a corporation, any such interest paid
        will be treated as “personal interest,” which is not
        deductible.



A U.S. Holder that makes a QEF
        Election generally (a) may receive a tax-free distribution from the Company to the
        extent that such distribution represents “earnings and profits” of the Company
        that were previously included in income by the U.S. Holder because of such
        QEF Election and (b) will adjust such U.S. Holder’s tax basis in the Common
        Stock to reflect the amount included in income or allowed as a tax-free distribution
        because of such QEF Election.



Each U.S. Holder should consult its own tax
        advisor regarding the availability of, and procedure for making, a QEF Election. U.S.
        Holders should be aware that there can be no assurance that the Company will satisfy record
        keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with
        information that such U.S. Holders require to report under the QEF rules, in the event that
        the Company is a PFIC and a U.S. Holder wishes to make a QEF
        Election.



Mark-to-Market Election



A U.S.
        Holder may make a Mark-to-Market Election only if the Common Stock is marketable stock. The
        Common Stock generally will be “marketable stock” if the Common Stock is
        regularly traded on a qualified exchange or other market. For this purpose, a
        “qualified exchange or other market” includes (a) a national securities
        exchange that is registered with the Securities and Exchange Commission, (b) the
        national market system established pursuant to section 11A of the Securities and Exchange
        Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a
        governmental authority of the country in which the market is located, provided that
        (i) such foreign exchange has trading volume, listing, financial disclosure,
        surveillance, and other requirements designed to prevent fraudulent and manipulative acts
        and practices, remove impediments to and perfect the mechanism of a free, open, fair, and
        orderly market, and protect investors (and the laws of the country in which the foreign
        exchange is located and the rules of the foreign exchange ensure that such requirements are
        actually enforced) and (ii) the rules of such foreign exchange effectively promote
        active trading of listed stocks. If the Common Stock is traded on such a qualified exchange
        or other market, the Common Stock generally will be “regularly traded” for any
        calendar year during which the Common Stock is traded, other than in de minimis quantities,
        on at least 15 days during each calendar quarter.



A
        Mark-to-Market Election applies to the taxable year in which such Mark-to-Market Election
        is made and to each subsequent taxable year, unless the Common Stock cease to be
        “marketable stock” or the IRS consents to revocation of such election. Each
        U.S. Holder should consult its own tax advisor regarding the availability of, and procedure
        for making, a Mark-to-Market Election.



A U.S.
        Holder that makes a Mark-to-Market Election generally will not be subject to the rules of
        Section 1291 of the Code discussed above. However, if a U.S. Holder makes a
        Mark-to-Market Election after the beginning of such U.S. Holder’s holding period for
        the Common Stock and such U.S. Holder has not made a timely QEF Election, the rules of
        Section 1291 of the Code discussed above will apply to certain dispositions of, and
        distributions on, the Common Stock.



A U.S.
        Holder that makes a Mark-to-Market Election will include in ordinary income, for each
        taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of
        (a) the fair market value of the Common Stock as of the close of such taxable year
        over (b) such U.S. Holder’s adjusted tax basis in such Common Stock. A U.S.
        Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal
        to the lesser of (a) the excess, if any, of (i) such U.S. Holder’s adjusted
        tax basis in the Common Stock over (ii) the fair market value of such Common Stock as
        of the close of such taxable year or (b) the excess, if any, of (i) the amount
        included in ordinary income because of such Mark-to-Market Election for prior taxable years
        over (ii) the amount allowed as a deduction because of such Mark-to-Market Election
        for prior taxable years.



A U.S.
        Holder that makes a Mark-to-Market Election generally will adjust such U.S. Holder’s
        tax basis in the Common Stock to reflect the amount included in gross income or allowed as
        a deduction because of such Mark-to-Market Election. In addition, upon a sale or other
        taxable disposition of Common Stock, a U.S. Holder that makes a



33

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Mark-to-Market Election will recognize ordinary income or
        loss (not to exceed the excess, if any, of (a) the amount included in ordinary income
        because of such Mark-to-Market Election for prior taxable years over (b) the amount
        allowed as a deduction because of such Mark-to-Market Election for prior taxable
        years).



Other PFIC Rules



Under Section 1291(f) of the Code, the IRS has issued
        proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S.
        Holder that had not made a timely QEF Election to recognize gain (but not loss) upon
        certain transfers of Common Stock that would otherwise be tax-deferred (such as gifts and
        exchanges pursuant to tax-deferred reorganizations under
        Section 368 of the Code). However, the specific U.S. federal income tax consequences to a
        U.S. Holder may vary based on the manner in which Common Stock is transferred.



Certain
        additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC,
        regardless of whether such U.S. Holder makes a QEF Election. For example under
        Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Stock as security for a
        loan will, except as may be provided in Treasury Regulations, be treated as having made a
        taxable disposition of such Common Stock.



The PFIC
        rules are complex, and each U.S. Holder should consult its own tax advisor regarding the
        PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of
        the acquisition, ownership, and disposition of Common Stock.



F. Dividends and Paying
        Agents



This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.



G.
        Statement By Experts



This Form
        20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as
        such, there is no requirement to provide any information under this item.



H.
        Documents on Display



The
        documents referred to in this Form 20-F can be viewed at the office of the Company, which
        is located at 16360 Park Ten Place, Suite 217, Houston, TX 77084. The Company is required
        to file financial statements and other information with all of the Securities Commissions
        in Canada electronically through the Canadian System for Electronic Document Analysis and
        Retrieval (SEDAR) which can be viewed at www.sedar.com.



I.
        Subsidiary Information



This
        information is not required for reports filed in the United States.



Item
        11. Quantitative and Qualitative Disclosures About Market Risk.



Transaction Risk and Currency Risk Management



The Company
        is not exposed to market risk related to derivative financial instruments or other
        financial instruments. At the present time the Company has no long-term debt or source of
        revenue as the Company is in the resource exploration and development stage on its mineral
        property interests.



Foreign
        Currency Exchange Rate Risk



The
        Company is engaged in mineral exploration in Brazil. The Company’s significant
        contracts related to its Brazilian activities are denominated in U.S. dollars.  The
        Company’s equity financings are denominated in Canadian dollars. Changes in the price
        of foreign exchange rates could significantly affect the Company’s profitability
        and





34

---





cash
        flows.  See “Key Information” under Item 3 above, for a description of
        factors relating to foreign exchange and currency fluctuations.  Its liabilities are
        denominated in Canadian and U.S. dollars.



**Interest Rate Risk and Equity Price
        Risk**



The Company has been equity financed and does not have any
        debt that is subject to interest rate change risks.



Commodity Price Risk



While the
        value of the Company’s Properties is affected by the price of gold, the Company does
        not have any operating mines and hence does not have any hedging or other commodity based
        risk respecting its operations.



Item
        12. Descriptions of Securities Other than Equity Securities



Not
        applicable.

PART
        II



Item 13.

                    Defaults, Dividend Arrearages and
                        Delinquencies.




Not
        applicable.



Item
        14. Material Modifications to the Rights of Security Holders and Use of
        Proceeds.



Not
        applicable.



Item 15T.

                    Controls and Procedures.


(a) Evaluation of disclosure controls and procedures.

The term "disclosure controls and procedures" (defined in SEC rule
        13a-15(e)) refers to the controls and other procedures of a company that are designed to
        ensure that information required to be disclosed by a company in the reports that it files
        under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
        summarized and reported within required time periods. The Company’s Chief Executive
        Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s
        disclosure controls and procedures as of the end of the period covered by this annual
        report. Based on such evaluation, and the material weakness described below, the Chief
        Executive Officer and Chief Financial Officer concluded that, as of such date, the
        Company’s disclosure controls and procedures were not effective.

(b) Internal control over financial reporting.

The management of Brazauro Resources Corporation is responsible for
        establishing and maintaining adequate internal control over financial reporting. Internal
        control over financial reporting is a process designed by, or under the supervision of our
        Chief Executive Officer and Chief Financial Officer, and effected by our Board of
        Directors, through our audit committee, to provide reasonable assurance regarding the
        reliability of financial reporting and the preparation of financial statements for external
        purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent
        limitations. Therefore, even those systems determined to be effective can provide only
        reasonable assurance with respect to financial statement preparation and
        presentation.



35

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The management of Brazauro Resources Corporation has assessed the
        effectiveness of the Company’s internal control over financial reporting as of
        January 31, 2008, and this assessment identified the following material weakness in the
        Company’s internal control over financial reporting:



A deficiency due to a lack of human resources within our finance and
        accounting reporting functions that could result in material misstatements to financial
        statements not being detected in a timely manner. Due to the
        small size of the Company, a single individual is employed to perform all accounting and
        reporting functions. An error by that individual or turnover of that
        individual could result in a material misstatement to financial statements that may not be
        detected in a timely manner.



To make our assessment of internal control over financial reporting, we used
        the criteria described in Internal Control-Integrated
        Framework, issued by the Committee of Sponsoring Organizations of
        the Treadway Commission. Based on our assessment, we believe that, as of January 31, 2008,
        the Company’s internal control over financial reporting was not effective.



This annual report does not include an attestation report of the
        Company’s registered public accounting firm regarding internal control over financial
        reporting. Management’s report was not subject to attestation by the Company’s
        registered public accounting firm pursuant to temporary rules of the Securities and
        Exchange Commission that permit the Company to provide only management’s report in
        this annual report.

(c) Changes in internal controls.

There were no changes in internal control over financial reporting that
        occurred during the period covered by the annual report that have materially affected, or
        are reasonably likely to materially affect, our internal control over financial
        reporting.



Item 16A. Audit Committee Financial Expert



Mr.
        Daniel Leonard is a member of the audit committee of the Company who qualifies as an
        “audit committee financial expert” based on his education and experience.
         Mr. Leonard is independent, as that term is defined by the rules of the British
        Columbia Securities Commission and the Securities and Exchange Commission.



The
        Securities and Exchange Commission has indicated that the designation of Mr. Leonard as an
        audit committee financial expert does not make him an “expert” for any purpose,
        impose on him any duties, obligations or liability that are greater than the duties,
        obligations or liability imposed on him as a member of the Audit Committee and the Board of
        Directors in absence of such designation, or affect the duties, obligations or liability of
        any other member of the Audit Committee or Board of Directors.



Item 16B. Code of Ethics.



A formal
        code of ethics has not been adopted by the Company. The Board of Directors of the Company
        (“the Board”) views good corporate governance as an integral component to the
        success of the Company and to meet responsibilities to shareholders. The Board has
        responsibility for the stewardship of the Company including responsibility for strategic
        planning, identification of the principal risks of the Company’s business and
        implementation of appropriate systems to manage these risks. In addition, the Board is
        responsible for succession planning and the integrity of the Company’s internal
        controls. The Board seeks to foster a culture of ethical conduct by striving to ensure that
        the Company conducts its business in line with high business and moral standards and
        applicable legal and financial requirements. In that regard, the Board encourages
        management to consult with legal and financial advisors to ensure that the Company is in
        compliance with legal and financial requirements; is aware of the Company’s
        continuous disclosure obligations and reviews prior to their distribution such material
        disclosure documents including, but not limited to, the interim and annual financial
        statements and Management’s Discussion and Analysis; relies on the Audit Committee to
        review and discuss the Company’s systems of financial controls with the external
        auditor; and actively monitors the Company’s compliance with the Board’s
        directives to ensure that all material transactions are reviewed and authorized by the
        Board before being undertaken by management. Since the Board and the Company follow an
        informal code of ethics, described herein, a formal code has not been adopted.





36

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Item
        16C. Principal Accountant Fees and Services



At the
        annual meeting held on July 30, 2007, the shareholders appointed Morgan & Company,
        Chartered Accountants (“Morgan”), to serve as the independent auditors for the
        2008 fiscal year. The chart below sets forth the total amount
        billed to the Company by Morgan for services performed in the
        fiscal years 2008 and 2007, and breaks down these amounts by category of
        service.





Financial Year Ending

                    Audit Fees

                    Audit Related Fees

                    Tax Fees

                    All Other FeesJanuary 31, 2008

                    $36,600

                    $4,000

                    $0

                    $0January 31, 2007

                    $50,887

                    $0

                    $1,242

                    $0




Audit
        Committee's pre-approval policies and procedures



The
        Audit Committee makes recommendations concerning the engagement of public accountants,
        reviews the scope and results of the audit engagement, considers the range of audit and
        non-audit fees and reviews the adequacy of internal controls. Any services provided by
        Morgan that are not specifically included within the scope of the audit must be
        pre-approved by the audit committee prior to any engagement. In fiscal 2008, all fees paid
        to Morgan for audit and tax services were approved by the audit committee prior to the
        services being rendered.



Item 16D. Exemptions from the Listing Standards for Audit
        Committees



Not applicable.



Item 16E. Purchase of Equity Securities by the Issuer and Affiliated
        Purchasers



Not applicable.



Item 17. Financial Statements



The
        Company’s consolidated financial statements are stated in Canadian dollars and are
        prepared in accordance with Canadian GAAP, the application of which, in the case of the
        Company, conforms in all material respects for the periods presented with United States
        GAAP, except as disclosed in Note 16 to the consolidated financial statements.



The
        financial statements and notes thereto as required under Item 17 are attached hereto and
        found immediately following the text of this Annual Report.  The audit report of
        Morgan and Company, independent Chartered Accountants, is included herein immediately
        preceding the consolidated financial statements.



The
        following is a list of and index to the Consolidated Financial Statements filed as part of
        this Registration Statement:



BRAZAURO RESOURCES CORPORATION

Index to Consolidated Financial Statements



Page


Auditors' Report - Morgan & Company

                    40


Consolidated Financial Statements:

Consolidated Balance Sheets - January 31, 2008 and
                        2007

                    41Consolidated Statements of Operations

                        for each of the years ended January
                        31, 2008, 2007 and 2006

                    42Consolidated Statements of Shareholders' Equity
                          for each of the years ended January 31, 2008, 2007
                        and 2006

                    43Consolidated Statements of Cash Flows

                        for each of the years ended January
                        31, 2008, 2007 and 2006

                    44Notes to Consolidated Financial Statements

                    45




37

---

All
        other schedules for which provision is made in the applicable accounting regulations of the
        Securities and Exchange Commission are either not required under the related instructions,
        are not applicable, or the information required thereby is set forth in the Company’s
        Consolidated Financial Statements or the Notes thereto.



Item 18.
        Financial Statements



The Company
        has elected to provide financial statements pursuant to Item 17.



Item 19.
        Exhibits Filed as Part of this Registration Statement.



See the
        Index to Exhibits following the Consolidated Financial Statements of the
        Company.





38

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SIGNATURES



The
        registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
        and that it has duly caused and authorized the undersigned to sign this annual report on
        its behalf.



May 29, 2008

                    BRAZAURO RESOURCES CORPORATION


(Registrant)




By: /s/ Mark E. Jones,
                        III

                        MARK E. JONES, III

                        Chief Executive Officer and
                        Director




Pursuant to the requirements of the Securities Exchange Act of 1934, this
        Report has been signed below by the following persons on behalf of the registrant and in
        the capacities and on the dates indicated.



Signature

                    Title

                    Date/s/ Mark E. Jones, IIIMark E. Jones, III*

                    Chief Executive Office and Director

                    May 29, 2008/s/ D. Harry W. DobsonD. Harry W. Dobson *

                    Director

                    May 29, 2008/s/ Patrick L. GlazierPatrick L. Glazier*

                    Director

                    May 29, 2008/s/ Brian C. IrwinBrian C. Irwin*

                    Director

                    May 29, 2008/s/ Leendert G. KrolLeendert G. Krol*

                    Director

                    May 29, 2008/s/ Daniel B. LeonardDaniel B. Leonard*

                    Director

                    May 29, 2008/s/ Dr. Roger Howard MitchellDr. Roger Howard Mitchell*

                    Director

                    May 29, 2008/s/ Dr. Roger David MortonDr. Roger David Morton*

                    Director

                    May 29, 2008






































By: /s/ Mark E. Jones,
                        IIIMark E. Jones,
                        IIIAttorney-in-factFor persons indicated
                        *


















39

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INDEPENDENT AUDITORS REPORT



To the Shareholders of

Brazauro Resources Corporation



We  have  audited  the  consolidated   balance  sheets  of  Brazauro   Resources
Corporation as at January 31, 2008 and 2007, and the consolidated  statements of
operations,  shareholders  equity,  and cash  flows  for the  years  ended
January  31,  2008,  2007,  and  2006.   These  financial   statements  are  the
responsibility  of  the  Companys  management.  Our  responsibility  is to
express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian  generally accepted auditing
standards and the standards of the Public  Company  Accounting  Oversight  Board
(United  States).  Those standards  require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.



In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial position of the Company as at January 31, 2008
and 2007,  and the  results of its  operations  and its cash flows for the years
ended January 31, 2008,  2007, and 2006, in accordance  with Canadian  generally
accepted accounting principles.





|Vancouver, Canada | Morgan & Company
|----------------- | ------------------



|May 23, 2008 | Chartered Accountants
|------------ | ---------------------





COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING DIFFERENCES



The reporting standards of the Public Company Accounting Oversight Board (United States) for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements. Our report to the shareholders, dated May 23, 2008, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the consolidated financial statements.





|Vancouver, Canada | Morgan & Company
|----------------- | ------------------



|May 23, 2008 | Chartered Accountants
|------------ | ---------------------









40

---



Brazauro Resources CorporationConsolidated Balance Sheets(In Canadian Dollars)January 31,2008

                    2007AssetsCurrent assets:Cash and cash equivalents

                    $ 4,638,137

                    $ 4,846,358Accounts receivable

                    8,652

                    11,125Prepaid expenses

                    96,337

                    13,418Deferred stock issuance costs

                    -

                    58,250Total current assets

                    4,743,126

                    4,929,151Property and equipment:Mineral properties and deferred expenditures (Note
                        5)

                    25,872,047

                    6,368,126Equipment

                    100,115

                    86,240Accumulated depreciation

                    (81,172)

                    (60,413)Total property and equipment, at cost

                    25,890,990

                    6,393,953Other assets

                    5,911

                    6,957Total assets

                    $ 30,640,027

                    $ 11,330,061Liabilities and shareholders’ equityCurrent liabilities:Accounts payable and accrued liabilities

                    $ 641,638

                    $ 298,761Asset retirement obligations

                    95,838

                    112,809Note payable, less unamortized discount of $1,163 (Note
                        6)

                    1,000,637

                    -Total current liabilities

                    1,738,113

                    411,570Note payable, less unamortized discount of $69,383 (Note
                        6)

                    932,417

                    -2,670,530

                    411,570Shareholders’ equityCommon share capital, no par value:Authorized shares - unlimitedIssued and outstanding shares - 76,437,621(53,259,288 at January 31, 2007) (Note 7)

                    74,806,728

                    53,729,055Contributed surplus

                    8,631,213

                    8,176,729Deficit

                    (55,468,444)

                    (50,987,293)Total shareholders’ equity

                    27,969,497

                    10,918,491Total liabilities and shareholders’ equity

                    $ 30,640,027

                    $ 11,330,061Approved on behalf of the Board of Directors.

                    Director: “Mark E. Jones, III”Director: “Brian C. Irwin”See accompanying notes.






41

---



Brazauro Resources CorporationConsolidated Statements of Operations(In Canadian Dollars)Years Ended January 31,2008

                    2007

                    2006Revenues:Interest income

                    $ 278,206

                    $ 266,190

                    $ 178,373(Losses) gains on sales of equipment

                    -

                    (3,745)

                    1,202278,206

                    262,445

                    179,575Expenses:General and administrative (Note 13)

                    2,912,367

                    4,759,317

                    7,048,172Finance charges

                    59,789

                    19,097

                    21,452Write-down of mineral properties (Note 5)

                    684,582

                    795,700

                    906,535Interest

                    177,115

                    -

                    -Foreign exchange losses (gains)

                    925,504

                    (118,322)

                    462,8914,759,357

                    5,455,792

                    8,439,050Net loss for the year

                    $ (4,481,151)

                    $ (5,193,347)

                    $ (8,259,475)Basic and diluted net loss per share

                    $ (0.06)

                    $ (0.10)

                    $ (0.17)Weighted-average number of shares outstanding

                    74,836,676

                    53,062,909

                    49,112,192See accompanying notes.
















42

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Brazauro Resources CorporationConsolidated Statements of Shareholders'
                        Equity(In Canadian Dollars)Common SharesNumber          
                        Amount

                    ContributedSurplus

                    Deficit

                    TotalShareholders'EquityBalance at January 31, 2005

                    44,869,716

                    $
                        41,536,205

                    $
                        2,131,304

                    $
                        (37,534,471)

                    $ 6,133,038Issued for cash, net of share issue
                          cost

                    5,000,000

                    8,983,538

                    -

                    -

                    8,983,538Issued for property acquisition

                    200,000

                    400,000

                    -

                    -

                    400,000Issued on exercise of warrants

                    113,000

                    118,650

                    -

                    -

                    118,650Stock-based compensation

                    -

                    -

                    4,481,631

                    -

                    4,481,631Issued on exercise of stock options

                    2,748,929

                    2,394,310

                    (1,107,168)

                    -

                    1,287,142Net loss for the year

                    -

                    -

                    -

                    (8,259,475)

                    (8,259,475)Balance at January 31, 2006

                    52,931,645

                    53,432,703

                    5,505,767

                    (45,793,946)

                    13,144,524Issued for property acquisition

                    200,000

                    220,000

                    -

                    -

                    220,000Stock-based compensation

                    -

                    -

                    2,700,414

                    -

                    2,700,414Issued on exercise of stock
                          options

                    127,643

                    76,352

                    (29,452)

                    -

                    46,900Net loss for the year

                    -

                    -

                    -

                    (5,193,347)

                    (5,193,347)Balance at January 31, 2007

                    53,259,288

                    53,729,055

                    8,176,729

                    (50,987,293)

                    10,918,491Issued for cash, net of share issue cost

                    9,253,333

                    7,906,430

                    -

                    -

                    7,906,430Issued for property acquisition

                    13,850,000

                    13,146,552

                    -

                    -

                    13,146,552Stock-based compensation

                    -

                    -

                    465,675

                    -

                    465,675Issued on exercise of stock options

                    75,000

                    24,691

                    (11,191)

                    -

                    13,500Net loss for the year

                    -

                    -

                    -

                    (4,481,151)

                    (4,481,151)Balance at January 31,
                        2008

                    76,437,621

                    $
                        74,806,728

                    $
                        8,631,213

                    $
                        (55,468,444)

                    $ 27,969,497See accompanying notes.








43

---



Brazauro Resources CorporationConsolidated Statements of Cash Flows(In Canadian Dollars)Years Ended January 31,2008

                    2007

                    2006Operating activitiesNet loss for the year

                    $ (4,481,151)

                    $ (5,193,347)

                    $ (8,259,475)Adjustments to reconcile net loss to net cash used
                        inoperating activities:Depreciation

                    21,596

                    29,981

                    20,047Losses (gains) on sales of equipment

                    -

                    3,745

                    (1,202)Stock-based compensation

                    465,675

                    2,700,414

                    4,481,631Write-down of mineral properties

                    684,582

                    795,700

                    906,535Interest

                    144,692

                    -

                    -Other

                    -

                    -

                    1,440Changes in non-cash operating working capital:Accounts receivable

                    1,175

                    (1,290)

                    20,551Accounts receivable from a related party

                    -

                    -

                    54,128Prepaid expenses

                    (86,631)

                    (13,419)

                    -Deferred stock issuance costs

                    58,250

                    (58,250)

                    -Accounts payable and accrued liabilities

                    221,545

                    (43,840)

                    65,906Net cash used in operating activities

                    (2,970,267)

                    (1,780,306)

                    (2,710,439)Investing activitiesMineral properties acquisition and exploration

                    (4,739,669)

                    (2,361,166)

                    (2,215,744)Equipment

                    (15,550)

                    (25,057)

                    (44,218)Proceeds from sales of equipment

                    -

                    -

                    1,202Net cash used in investing activities

                    (4,755,219)

                    (2,386,223)

                    (2,258,760)Financing activitiesProceeds from issuances of common shares and
                        warrants

                    7,919,930

                    46,900

                    10,389,330Net cash provided by financing activities

                    7,919,930

                    46,900

                    10,389,330Effect of exchange rate changes on cash

                    (402,665)

                    10,801

                    (22,159)Net (decrease) increase in cash and cash
                        equivalents

                    (208,221)

                    (4,108,828)

                    5,397,972Cash and cash equivalents, beginning of year

                    4,846,358

                    8,955,186

                    3,557,214Cash and cash equivalents, end of year

                    $ 4,638,137

                    $ 4,846,358

                    $ 8,955,186See accompanying notes.See Note 14 for supplemental cash flow disclosure and
                        non-cash investing and financing activities.






44

---

Brazauro
        Resources Corporation



**Notes
        to Consolidated Financial Statements**

**(In
        Canadian Dollars)**



**January 31, 2008, 2007 and 2006**





1.
        Operations



Brazauro
        Resources Corporation ("the Company") was incorporated in 1986 in British Columbia, Canada,
        and has been engaged in the acquisition and exploration of mineral properties with the
        potential for economically recoverable reserves. During fiscal 2008, 2007 and 2006, the
        Company pursued gold exploration opportunities that have large scale potential, with
        prospects in South America as the primary focus. See Note 5 for further discussion of the
        Company’s mineral property interests.



The
        nature of the Company's operations results in significant expenditures for the acquisition
        and exploration of properties. None of the Company's properties have economically
        recoverable reserves or proven reserves at the current stage of exploration. The
        recoverability of the carrying value of mineral properties and deferred expenditures is
        dependent upon a number of factors including the existence of recoverable reserves, the
        ability of the Company to obtain financing to renew leases and continue exploration and
        development and the discovery of economically recoverable reserves.



Going
        Concern



The
        accompanying consolidated financial statements have been prepared assuming that the Company
        will continue as a going concern. The Company anticipates that cash and cash equivalents as
        of January 31, 2008 will not be sufficient to satisfy the Company’s cash needs for
        general and administrative expenses, to pursue further exploration on its existing
        properties and to acquire and develop additional exploration prospects during fiscal 2009.
        The Company has incurred operating losses and will require additional cash to meet its
        existing commitments and fund exploration activities during fiscal 2009. If continued
        financial support or additional financing is not available, there would be doubt about the
        Company’s ability to continue as a going concern. These consolidated financial
        statements do not include any adjustments that may be required in the event that the
        Company is unable to realize its assets and settle its liabilities in the normal course of
        operations.



2.
        Newly Adopted Accounting Policies



Effective February 1, 2007, the Company adopted three new accounting
        standards related to financial instruments that were issued by the Canadian Institute of
        Chartered Accountants (“CICA”).



These
        accounting policies were adopted on a prospective basis with no restatement of prior period
        financial statements.



The new
        standards and policies are as follows:



Financial Instruments – Recognition and Measurement



In
        accordance with the standard, the Company is now required to classify all financial
        instruments as either held-to-maturity, available-for-sale, held-for-trading or loans and
        receivables. Financial assets classified as held-to-maturity, loans and other receivables
        and financial liabilities other than those held for trading are measured at amortized cost.
        Available-for-sale financial instruments are measured at fair value with unrealized gains
        and losses recorded in other comprehensive income. Financial instruments classified as
        held-for-trading are measured at fair value with unrealized gains and losses recognized in
        the statement of operations for the period.



Comprehensive Income



The
        standard introduces the concept of comprehensive income, which consists of net income and
        other comprehensive income. The Company’s financial statements now include a
        Statement of Comprehensive Income, which includes the components of comprehensive
        income.





45

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**

****

**2.  Newly Adopted Accounting Policies
        (continued)**



Cumulative changes in other comprehensive income
        (“OCI”) are included in Accumulated Other Comprehensive Income
        (“AOCI”), which is presented as a separate component of shareholders’
        equity.



For the
        year ended January 31, 2008, the Company did not have any OCI. As a result, a separate
        Statement of Comprehensive Income is not presented.



Hedges



The
        standard specifies the criteria under which hedge accounting can be applied and how hedge
        accounting can be executed. As at January 31, 2008, the Company had not designated any
        hedging relationships.



3.
        Significant Accounting Policies



The
        consolidated financial statements are prepared in accordance with accounting principles
        generally accepted in Canada. All amounts are in Canadian dollars unless noted
        otherwise.



Principles of Consolidation



The
        consolidated financial statements include the accounts of the Company, its wholly owned
        subsidiary Brazauro Holdings (Brazil) Ltd. ("Brazauro Holdings"), a Canadian corporation,
        its wholly owned United States subsidiary, Star U.S. Inc. (“Star”), and its
        wholly owned British Virgin Islands subsidiary, Resource Holdings 2004 (“RH
        2004”) from their respective dates of acquisition. The consolidated financial
        statements also include the three wholly-owned subsidiaries of Star, Diamond Operations,
        Inc. (“DOI”), Diamond Exploration, Inc. (“DEI”) and Continental
        Diamonds, Inc. (“CDI”). The Company and Brazauro Holdings own 98% and 2%,
        respectively, of the common shares of Jaguar Resources do Brasil Ltda.
        (“Jaguar”), a Brazilian corporation, and Jaguar’s wholly owned
        subsidiary, Mineração Cachambix Ltda. ("Cachambix"), a Brazilian corporation.
        RH 2004 and Brazauro Holdings own 99% and 1%, respectively, of the common shares of Empresa
        Internacional de Mineração do Brasil Ltda. ("EIMB"), a Brazilian corporation.
        Significant intercompany balances and transactions have been eliminated.



Translation of Foreign Currencies



The
        Company’s subsidiaries are integrated foreign operations. Foreign currency
        transactions and balances are translated into the reporting currency using the temporal
        method as follows:



a)
        Monetary items are translated at the rates prevailing at the balance sheet date;

b)
        Non-monetary items are translated at historical rates;

c) Revenues and expenses are translated at the average rates in effect
        during applicable accounting periods, except depreciation, which is translated at
        historical rates;

d) Gains
        and losses on foreign currency translation are reflected in the consolidated statements of
        operations.



Cash
        and Cash Equivalents



Cash and
        cash equivalents includes money market instruments with a maturity of three months or
        less.



Fair
        Value of Financial Instruments



As of
        January 31, 2008 and 2007, the fair value of cash and cash equivalents, accounts
        receivable, and accounts payable and accrued liabilities approximates carrying values
        because of the short term nature of these instruments.





46

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



3. Significant Accounting Policies
        (continued)



Mineral Properties and Deferred Expenditures



Direct
        acquisitions, evaluation and exploration expenditures are capitalized, reduced by related
        sundry income, to be amortized over the recoverable mineral reserves if a property is
        commercially developed. When an area is disproved or abandoned, capitalized expenditures
        are written down to net realizable value.



Equipment



Equipment is recorded at cost and depreciated on a straight-line basis over
        useful lives ranging from 2 to 5 years.



Long-Lived Assets



Long-lived assets include mineral properties and deferred expenditures, and
        property and equipment. Long-lived assets are tested for impairment whenever events or
        changes in circumstances indicate that the carrying amounts may not be recoverable.
        Carrying amounts are written off to the extent capitalized costs exceed the expected
        undiscounted net cash flows from their use and eventual disposition proceeds.



Asset
        Retirement Obligations



The
        Company follows the recommendations under Section 3110, Asset Retirement Obligations, of
        the Canadian Institute of Chartered Accountants Handbook ("Section 3110") and are
        applicable to asset retirement obligations incurred after January 1, 2004. These
        recommendations require accounting for the estimated fair value of legal obligations to
        reclaim and remediate mineral properties in the period incurred, at the net present value
        of the cash flows required to settle the future obligations. The corresponding amount is
        capitalized to the related asset and accounted for in accordance with the Company’s
        accounting policies for mineral properties and deferred expenditures. The liabilities are
        subject to accretion over time for increases in the fair value of the
        liabilities.



The
        operations of the Company may in the future be affected from time to time in varying degree
        by changes in environmental regulations, including those for future removal and site
        restoration costs. Both the likelihood of new regulations and their overall effect upon the
        Company vary greatly and are not predictable. The Company’s estimates of its ultimate
        asset retirement obligations could change as a result of changes in regulations, the extent
        of environmental remediation required, the means of reclamation or cost estimates. Changes
        in estimates are accounted for prospectively from the period the estimate is
        revised.



Remediation and reclamation expenditures are charged against earnings as
        incurred. At this stage of the Company's exploration programs, remediation activities are
        performed immediately upon completion of each phase of exploration activities.



Income Taxes



Income
        taxes are calculated using the liability method of accounting. Temporary differences
        arising from the difference between the tax basis of an asset or liability and its carrying
        amount on the balance sheet are used to calculate future income tax liabilities or assets.
        The future income tax liabilities or assets are measured using tax rates and laws expected
        to apply in the periods that the temporary differences are expected to reverse. Valuation
        allowances are provided where net future income tax assets are not more likely than not to
        be realized.





47

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**





3. Significant Accounting Policies
        (continued)



Loss
        Per Share



Basic
        loss per share is calculated using the weighted average number of shares issued and
        outstanding during the year. The Company follows the treasury stock method in the
        calculation of diluted loss per share. No shares were added to the weighted average number
        of common shares outstanding during the years ended January 31, 2008, 2007, or 2006 for the
        dilutive effect of employee stock options and warrants as they were all
        anti-dilutive.



Stock
        Based Compensation



The
        Company uses the fair-value based method to account for all stock-based payments to
        employees and non-employees granted by measuring the compensation cost of the stock-based
        payments using the Black-Scholes option-pricing model. Stock options which vest immediately
        are recorded at the date of grant. Stock options that vest over time are recorded over the
        vesting period using the straight line method. Stock options issued to outside consultants
        that vest over time are valued at the grant date and subsequently re-valued on each vesting
        date. The fair value of the stock-based compensation is recorded as a charge to net
        earnings based on the vesting period with a credit to contributed surplus. Upon exercise of
        the stock options, consideration paid by the option holder, together with the amount
        previously recognized in contributed surplus, is recorded as an increase to share
        capital.



Use
        of Estimates



The
        preparation of financial statements in conformity with Canadian generally accepted
        accounting principles requires the Company’s management to make estimates and
        assumptions that affect the amounts reported in the consolidated financial statements and
        related notes to the consolidated financial statements. Actual results may differ from
        those estimates.



4.
        Recent Accounting Pronouncements in Canada



Accounting Policy Choice for Transaction Costs



On June
        1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166,
        “Accounting Policy Choice for Transactions Costs” (EIC 166). This EIC addresses
        the accounting policy choice of expensing or adding transaction costs related to the
        acquisition of financial assets and financial liabilities that are classified as other than
        held for trading. Specifically, it requires that the same accounting policy choice be
        applied to all similar financial instruments classified as other than held for trading, but
        permits a different policy choice for financial instruments that are not similar. The
        Company has adopted EIC 166 effective January 31, 2008, which requires retroactive
        application to all transaction costs accounted for in accordance with CICA Handbook Section
        3855, Financial Instruments – Recognition and Measurement. The Company has evaluated
        the impact of EIC 166 and determined that no adjustments are currently required.



Accounting Changes



Effective February 1, 2008, the Company adopted CICA Section 1506,
        Accounting Changes. The new standard establishes criteria for changing accounting policies,
        together with the accounting treatment and disclosure of changes in accounting policies,
        changes in accounting estimates and the correction of errors. The disclosure is to include,
        on an interim and annual basis, a description and the impact on the Company on any new
        primary source of GAAP that has been issued but is not yet effective. The impact that the
        adoption of Section 1506 will have on the Company’s results of operations and
        financial condition will depend on the nature of future accounting changes.





48

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**





**4. Recent Accounting Pronouncements
        in Canada (continued)**



Capital Disclosures



The CICA issued a new accounting standard, Section 1535,
        Capital Disclosures, which requires the disclosure of both qualitative and quantitative
        information that provides users of financial statements with information to evaluate the
        entity’s objectives, policies and processes for managing capital. This new section
        will be effective for the Company beginning February 1, 2008. The Company does not expect
        the impact of the adoption of this new section on the financial statements to be
        significant.



Goodwill and Intangible Assets



On January 8, 2008, the CICA issued Section 3064, Goodwill
        and Intangible Assets. Section 3064 is applicable to the Company commencing October 1, 2008
        and establishes standards for the
        recognition, measurement and disclosure of goodwill
        and intangible assets. The Company is currently evaluating the effects of adopting these
        standards.



5. Mineral Properties and Deferred
        Expenditures



The Company cannot guarantee title to all of its Properties
        as the Properties may be subject to prior mineral rights applications with priority, prior
        unregistered agreements or transfers or native land claims, and title may be affected by
        undetected defects. Certain of the mineral rights held by the Company are held under
        applications for mineral rights and, until final approval of
        such applications is received, the Company's rights to such mineral rights may not
        materialize and the exact boundaries of the Company's properties may be subject to
        adjustment. The Company does not maintain title insurance on its properties.



Brazil
        Properties



Tocantinzinho Properties



In
        August 2003, the Company entered into an option to acquire exploration rights to a total of
        28,275 hectares in the Tapajós gold district in Pará State, Brazil under an
        option agreement with two individuals (herein referred to as "optionors"). The option
        agreement entitled the Company to acquire a 100% interest in the exploration rights to such
        area (referred to herein as the "Tocantinzinho Properties") over a four-year period in
        consideration for the staged payment of $465,000 (U.S.), the staged issuance of 2,600,000
        shares of the Company and the expenditure of $1,000,000 (U.S.) on exploration. As of
        January 31, 2008, the Company has made all payments due under the option agreement and has
        met the requirement to expend $1,000,000 (U.S.) on exploration.



Additionally, the option agreement required the Company to assume all
        existing obligations of the optionors to certain Brazilian residents in respect of the
        mineral rights to the Tocantinzinho Properties (the "Underlying Agreements") totaling
        $1,600,000 (U.S.) over a four-year period. As of January 31, 2008, the Company has made all
        payments due under the Underlying Agreements.



In
        fiscal 2006, the Company received exploration licenses in respect of the central 4,000
        hectare area of the Tocantinzinho Properties on which it has been focusing its exploration
        efforts as well as for a 9,315 hectare area forming the north eastern and eastern boundary
        of the Tocantinzinho Properties. Under the option agreement, the Company also holds rights
        to acquire two other applications for exploration licenses filed with the regulatory
        authorities in Brazil: one covering 4,275 hectares that lies to the south of the central
        4,000 hectare area and one (the "Extension Area") covering 10,000 hectares that lies
        immediately to the east but continues well south of the central 4,000 hectare area. The
        mineralized zone discovered by the Company on the Tocantinzinho Properties starts on the
        central 4,000 hectare area and extends eastward beyond the boundary of the central 4,000
        hectare area into the Extension Area. The Company is subject under DNPM regulations related
        to periodic renewal requirements for its



49

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



5. Mineral Properties and Deferred Expenditures
        (continued)



**Brazil Properties (continued)**



exploration licenses, and certain of those exploration licenses’
        initial three year terms expired during the first quarter of fiscal 2009. The Company has
        complied with the renewal requirements and expects to receive extensions of those licenses
        during the second quarter of fiscal 2009.



During fiscal year 2006, the Company became aware that Talon
        Metals Corp. (“Talon”, formerly BrazMin Corp.) also had applied for exploration
        licenses to areas of the Tocantinzinho Properties, including all of the area of the
        mineralized zone discovered by the Company that lies within the Extension Area. In
        response, the Company undertook an extensive review of its title
        position.



At the end of fiscal 2006, as a result of a title review by
        the Company, it came to the Company's attention that a long dormant application for a
        mining license that covered the Extension Area had never been processed by the Departamento
        Nacional de Produção Mineral ("DNPM") and was still valid. According to
        advice from Brazilian counsel, the dormant application carried paramount title to the
        Extension Area. The Company, through its subsidiary, Jaguar Resources do Brasil Ltda.,
        reached an agreement ("the Extension Area Agreement") with the holder of such application,
        Mineração Cachambix Ltda. (“Cachambix”) to acquire its rights to
        obtain a mining license over the Extension Area, subject to receipt of confirmation from
        the DNPM of the continued validity of the application for the mining license and the
        completion of the assignment of the mining license to Jaguar Resources do Brasil Ltda. The
        Company made a payment of $150,000 (U.S.) to Cachambix in fiscal 2007 upon execution of the
        Extension Area Agreement.



In September 2006, the Company entered into an agreement
        (“the Title Consolidation Agreement”) with Talon whereby the Company would
        acquire the shares of Talon's subsidiaries with interests in the area of the Tocantinzinho
        Properties, being Resource Holdings 2004 Inc. and its subsidiary, Empresa Internacional de
        Mineração do Brasil Ltda., in exchange for 13,150,000 shares of the
        Company.



In
        December 2006, the Company was informed by the DNPM that the application to which the
        Extension Area Agreement relates had been confirmed as the paramount title. The Company and
        Cachambix reached an agreement to modify the Extension Area Agreement in February 2007.
        Under this modified agreement, the Company acquired all of the outstanding shares of
        Cachambix by payment of $850,000 (U.S.) plus its agreement to make two future payments of
        $1,000,000 (U.S.) each to be made to the former shareholders of Cachambix in February 2008
        and 2009. The Company’s obligation to make the future payments is secured by the
        Cachambix shares.



In
        February 2007, under the terms of the Title Consolidation Agreement, the Company acquired
        Resource Holdings 2004 Inc. and its wholly-owned subsidiary, Empresa Internacional de
        Mineração do Brasil Ltda., from Talon in exchange for 13,150,000 common
        shares of the Company and payment of $50,000 (U.S.). Upon issuance of the common shares,
        the Company and Talon entered into a Voting Trust and Placement Rights Agreement (the
        “Voting Agreement”) pursuant to which the Company had the right to direct the
        voting of the shares issued to Talon except in certain conditions, including but not
        limited to a merger, amalgamation or a sale of all or substantially all of the Company's
        assets. Further, the Company had the right to find purchasers for the shares if Talon
        wished to sell. The Voting Agreement terminated on the earliest of: (i) the day following
        the second shareholders meeting after the Voting Agreement is entered into, (ii) eighteen
        months after the Voting Agreement is entered into, and (iii) the date on which the shares
        held by Talon and its affiliates represent in the aggregate less than 10% of the then
        outstanding shares. In February 2007, the shares issued to Talon represented approximately
        19.8% of the issued shares of the Company. Prior to the closing of the transaction, Talon
        did not own beneficially, directly or indirectly, any shares of the Company.



50

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**





5. Mineral Properties and Deferred
        Expenditures (continued)



**Brazil Properties
        (continued)**



In September 2007, Talon sold 8,214,500 common shares of the
        Company to several third parties. After the sale, Talon holds 4,935,500 shares or
        approximately 6.5% of the outstanding shares. The Voting Agreement terminated when the
        holdings of Company common shares by Talon became less than 10% of the Company’s
        outstanding common shares. The Company and Talon entered into an agreement whereby Talon
        agreed that it will not sell any of its remaining common shares of the Company for six
        months without the prior consent of the Company.



The option agreement provides that the optionors may be
        entitled to a sliding scale gross revenues royalty ranging from 2.5% for gold prices below
        $400 (U.S.) per ounce to 3.5% for gold prices in excess of $500 (U.S.) per ounce from
        production in respect of the mineral rights relating to the applications subject to the
        option agreement. Since the application for the license subject to the option agreement
        covering the Extension Area (the eastern portion of the deposit) will not be successful due
        to the presence of a prior owner with mineral rights to that area (being Cachambix, now
        owned by the Company), the 3.5% NSR is not payable on the Extension Area. The Company
        estimates that approximately 60 to 65% of the deposit lies within the Extension
        Area.



Under a separate option agreement, the Company held
        exploration permits for an additional 16,052 hectares adjacent to the western border of the
        above Tocantinzinho Properties. The Company has agreed to make payments totaling $300,000
        (U.S.) over a period of approximately four years to an individual as a finder's fee related
        to this 16,000 hectare property. As of January 31, 2008, the remaining commitment under
        this agreement is $65,000 (U.S.) to be paid during the year ended January 31, 2009. This
        additional property is not subject to the option agreement and therefore is not subject to
        the royalty. The Company received an exploration license from the Brazilian regulatory
        authority with respect to the additional 16,052 hectares in fiscal year 2005, which expired
        in October 2007. The Company has applied for a new exploration license.



Crepori Property



In July 2006, the Company entered into an option agreement
        under which it could acquire the exploration license to the 8,175 hectare Crepori Property,
        located in Pará State, approximately 220 kilometers from Itaituba. The Company had
        an option to earn 100% of the Crepori Property, with no residual production royalty
        obligations, by payment of a total of $800,000 (Brazilian Reals) over three years. During
        fiscal 2008, the Company conducted exploration activities at the Crepori Property, and
        based upon the results of the exploration results elected to terminate the option agreement
        in April 2008. Accordingly, the capitalized acquisition and exploration costs totaling
        $576,694 were written off in fiscal 2008, and the Company has no further obligations under
        the option agreement.



Circulo/ Bom Jardim Property



In
        fiscal 2007, the Company applied for exploration licenses with the DNPM for a total of
        approximately 38,096 hectares in Pará State located approximately 190 kilometers
        southwest from the city of Itaituba. The exploration licenses were granted by the DNPM in
        September 2007.



Sucuri Property



In July
        2006, the Company entered into an option agreement under which it could acquire the
        exploration license to the 5,400 hectare Sucuri Property, located in Pará State,
        approximately 390 kilometers from the city of Itaituba, the city nearest to the
        Company’s Tocantinzinho Properties. The Company had an option to earn 100% of the
        Sucuri Property by payment of a total of $1,000,000 (Brazilian Reals) over three years. The
        Company could terminate the option agreement at any time without further obligation. There
        are no production royalties in the option agreement.





51

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



5. Mineral Properties and Deferred
        Expenditures (continued)



**Brazil Properties
        (continued)**



In fiscal 2007, the Company reviewed its exploration results
        related to the Sucuri property and determined that exploration activities would be
        suspended during fiscal 2008. Accordingly, the capitalized exploration costs totaling
        $707,863 were written off in fiscal 2007. In fiscal 2008, after additional review of the
        viability of the property, the Company advised the optionor that the Company would release
        the Sucuri property and no further payments would be made under the agreement. The
        accumulated acquisition and exploration costs totaling $107,888 were written off in fiscal
        2008.



Mamoal Property



The Company entered into an option agreement under which it
        could acquire the exploration license to the 10,000 hectare Mamoal Property, located 30
        kilometers southeast of the Company’s Tocantinzinho Properties, in December 2003. The
        Company had an option to earn 100% of the Mamoal Property by payment of a total of $300,000
        (U.S.) over three and one half years. The Company could terminate the option agreement at
        any time without further obligation.



During fiscal 2005 and 2006, the Company performed
        exploration activities at the Mamoal Property, including a regional soil auger sampling
        program, core drilling and a grid soil geochemical survey. The results of the above testing
        were not encouraging, and the Company ceased exploration of this project in fiscal 2007. An
        impairment reserve of $906,535 was recorded at January 31, 2006, representing the entire
        capitalized costs of the Mamoal Property at that date. Additional costs incurred during
        fiscal 2007 totaling $17,748 were written off in fiscal 2007.



Batalha Property



In September 2004, the Company applied for an exploration
        license to the 9800 hectare Batalha Property, located in the Tapajós gold province
        in northern Brazil. The Company agreed to pay the original holder of artisanal mining
        rights of Batalha, who controls over 1,700 hectares lying within the exploration license
        and directly over the Batalha zone, the equivalent of approximately $91,000 Canadian
        dollars in Brazilian Reals over a 42 month period with a buyout after 4 years of $250,000
        (U.S.) (if the project was deemed economic by the Company) and an additional sum based on
        the number of ounces of gold in the proven and probable (or measured and indicated)
        categories at Batalha as set out in a pre-feasibility or feasibility study. The per ounce
        payment amount ranges in a sliding scale from $1 (U.S.) per ounce for the first one million
        ounces up to $10 (U.S.) per ounce for each ounce over four million ounces. The 9,800
        hectare exploration license lies over top of this area, covering extensions to north, south
        and west. If after four years the Company, in its sole opinion, had not found an economic
        ore body, the area and all collected data will be returned to the vendor.



Based on the results of exploration activities conducted
        during fiscal 2006 and 2007, the Company decided to terminate the Batalha lease and the
        capitalized costs totaling $70,089 were written off in fiscal 2007.



Arkansas Properties



The Company maintained interests in several Arkansas
        Properties during the period from fiscal 1993 through fiscal 2003. In December 2002, based
        upon the cumulative exploration results obtained on the Arkansas Properties, the Company
        made the decision to cease operations in Arkansas.



The
        Company recorded a reserve for leasehold reclamation costs during fiscal 2004 of
        approximately $143,000, representing the estimated costs of the Company's obligation to
        restore the Arkansas properties to their original condition prior to lease expiration and
        to perform reclamation activities as required by Arkansas regulatory



52

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**





**5. Mineral Properties and Deferred Expenditures
        (continued)**



**Arkansas Properties (continued)**



authorities. The Company performed reclamation activities during fiscal
            2004 to 2007 and expects to complete the restoration during fiscal 2009.




Mineral properties and deferred expenditures were as follows:



Balance atJanuary 31,2007

                    Additions

                    Impaired/Write-Offs

                    Balance atJanuary 31,2008Brazilian PropertiesTocantinzinho Properties:Acquisition costs

                    $ 2,577,503

                    $ 17,902,131

                    $ -

                    $ 20,479,634Exploration costs:Drilling

                    1,564,607

                    919,734

                    -

                    2,484,341Field expenses

                    1,487,764

                    431,254

                    -

                    1,919,018Geological

                    440,122

                    180,160

                    -

                    620,282Assay

                    239,686

                    92,315

                    -

                    332,001Total exploration costs

                    3,732,179

                    1,623,463

                    -

                    5,355,642Total Tocantinzinho Properties

                    6,309,682

                    19,525,594

                    -

                    25,835,276Sucuri Property:Acquisition costs

                    49,818

                    25,122

                    (74,940)

                    -Exploration costs:Field expenses

                    -

                    27,885

                    (27,885)

                    -Geological

                    -

                    705

                    (705)

                    -Assay

                    -

                    4,358

                    (4,358)

                    -Total exploration costs

                    -

                    32,948

                    (32,948)

                    -Total Sucuri Property

                    49,818

                    58,070

                    (107,888)

                    -Crepori Property:Acquisition costs

                    7,742

                    31,950

                    (39,692)

                    -Exploration costs:Drilling

                    -

                    179,112

                    (179,112)

                    -Field expenses

                    -

                    329,624

                    (329,624)

                    -Geological

                    -

                    667

                    (667)

                    -Assay

                    -

                    27,599

                    (27,599)

                    -Total exploration costs

                    -

                    537,002

                    (537,002)

                    -Total Crepori Property

                    7,742

                    568,952

                    (576,694)

                    -Circulo/ Bom Jardim Property:Acquisition costs

                    884

                    33,846

                    -

                    34,730Exploration costs

                    -

                    1,349

                    -

                    1,349Total Circulo/ Bom Jardim Property

                    884

                    35,195

                    -

                    36,079Other:Acquisition costs

                    -

                    692

                    -

                    692Total acquisition costs

                    2,635,947

                    17,993,741

                    (114,632)

                    20,515,056Total exploration costs

                    3,732,179

                    2,194,762

                    (569,950)

                    5,356,991Total costs

                    $ 6,368,126

                    $ 20,188,503

                    $ (684,582)

                    $ 25,872,047




53

---



Brazauro Resources
        Corporation



**Notes to Consolidated Financial
        Statements**

**(In
        Canadian Dollars)**



**January 31, 2008, 2007 and 2006**



**5. Mineral Properties and Deferred
        Expenditures (continued)**



Balance atJanuary 31,2006

                    Additions

                    Impaired/Write-Offs

                    Balance atJanuary 31,2007


Brazilian PropertiesTocantinzinho Properties:Acquisition costs

                    $ 1,720,296

                    $ 857,207

                    $ -

                    $ 2,577,503Exploration costs:Drilling

                    1,038,257

                    526,350

                    -

                    1,564,607Field expenses

                    1,175,031

                    312,733

                    -

                    1,487,764Geological

                    341,939

                    98,183

                    -

                    440,122Assay

                    196,451

                    43,235

                    -

                    239,686Total exploration costs

                    2,751,678

                    980,501

                    -

                    3,732,179Total Tocantinzinho Properties

                    4,471,974

                    1,837,708

                    -

                    6,309,682Mamoal Property:Acquisition costs

                    -

                    -

                    -

                    -Exploration costs:Field expenses

                    -

                    13,448

                    (13,448)

                    -Geological

                    -

                    62

                    (62)

                    -Assay

                    -

                    4,238

                    (4,238)

                    -Total exploration costs

                    -

                    17,748

                    (17,748)

                    -Total Mamoal Property

                    -

                    17,748

                    (17,748)

                    -Batalha Property:Acquisition costs

                    20,529

                    10,751

                    (31,280)

                    -Exploration costs (Field costs)

                    -

                    38,809

                    (38,809)

                    -Total Batalha Property

                    20,529

                    49,560

                    (70,089)

                    -Sucuri Property:Acquisition costs

                    -

                    49,818

                    -

                    49,818Exploration costs:Drilling

                    -

                    374,809

                    (374,809)

                    -Field expenses

                    -

                    290,673

                    (290,673)

                    -Geological

                    -

                    3,719

                    (3,719)

                    -Assay

                    -

                    38,662

                    (38,662)

                    -Total exploration costs

                    -

                    707,863

                    (707,863)

                    -Total Sucuri Property

                    -

                    757,681

                    (707,863)

                    49,818Crepori Property:Acquisition costs

                    -

                    7,742

                    -

                    7,742Exploration costs (Field costs)

                    -

                    -

                    -

                    -Total Crepori Property

                    -

                    7,742

                    -

                    7,742Circulo Property:Acquisition costs

                    -

                    884

                    -

                    884Exploration costs (Field costs)

                    -

                    -

                    -

                    -Total Circulo Property

                    -

                    884

                    -

                    884Total acquisition costs

                    1,740,825

                    926,402

                    (31,280)

                    2,635,947Total exploration costs

                    2,751,678

                    1,744,921

                    (764,420)

                    3,732,179Total costs

                    $ 4,492,503

                    $ 2,671,323

                    $ (795,700)

                    $ 6,368,126






54

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



6. Notes
        Payable

As
            discussed in Note 5, in February 2007, the Company entered into an agreement to
            purchase the shares of Cachambix. The agreement provides for two payments of $1,000,000
            (U.S.) each, to be paid in February 2008 and 2009, to the former shareholders of
            Cachambix. The Company paid the first payment of $1,000,000 (U.S.) in February 2008.
            The liabilities due under the Cachambix agreement have been recorded as notes payable
            as follows (all amounts are in Canadian dollars unless otherwise indicated): January 31,2008

                        2007Note payable, current, $1,000,000 (U.S.) face amount,
                            non-interest bearing, due February 6, 2008

                        $

                        1,001,800

                        $

                        -Less unamortized discount based on imputed interest rate
                            of 7.6%

                        $

                        (1,163)

                        $

                        -Note payable, current, less unamortized
                            discount

                        $

                        1,000,637

                        

                        -Note payable, long-term, $1,000,000 (U.S.) face amount,
                            non-interest bearing, due February 6, 2009

                        $

                        1,001,800

                        $

                        -Less unamortized discount based on imputed interest rate
                            of 7.6%

                        $

                        (69,383)

                        $

                        -Note payable, long term, less unamortized
                            discount

                        $

                        932,417

                        $

                        -
  7. Share Capital  In
            August 2005, the Company closed a private placement of 5,000,000 units at $1.90 per
            unit for gross proceeds of $9,500,000. The Company paid a brokerage commission on the
            placement of $475,000. Each unit consists of one common share and one half of one share
            purchase warrant. Each whole warrant would entitle the holder to purchase one
            additional share of the Company at $3.80 for a period of one year. All of the 2,500,000
            warrants expired unexercised in August 2006.  In
            March 2007, the Company closed a private placement of 9,253,333 units at $0.90 per unit
            for gross proceeds of $8,328,000. The Company paid a brokerage commission on the
            placement of $372,960 plus additional share issuance costs totaling $48,610. Each unit
            consists of one common share and one half of one share purchase warrant. Each of the
            4,626,666 warrants would entitle the holder to purchase one additional share of the
            Company at $1.60 until March 22, 2008. Subsequent to January 31, 2008, the Company
            received approval from the TSX Venture Exchange to amend the warrants to extend the
            expiry date to March 22, 2009 and to reduce the exercise price to $1.25 per
            share.  8. Stock Option Plan  The
            Company maintains a stock option plan for its directors, officers and employees and may
            issue up to 13,000,000 options. Under the terms of the plan, the exercise price of each
            option equals the closing market price of the Company’s stock on the date of
            grant. Any consideration paid by the optionee on the exercise of options is credited to
            share capital. Options granted are subject to vesting requirements (25% on the date of
            grant and 12.5% on each quarter end thereafter) and have a term of five years. 55  Brazauro Resources Corporation  **Notes to Consolidated Financial
            Statements** **(In Canadian Dollars)**  **January 31, 2008, 2007 and
            2006**  **8.  Stock Option Plan (continued)**  The
            activities in common stock option grants outstanding for the prior three fiscal years
            are as follows:  2008

                        2007

                        2006


Number

                    Weighted

                        Average

                        Exercise

                        Price

                    Number

                    Weighted

                        Average

                        Exercise

                        Price

                    Number

                    Weighted

                        Average

                        Exercise

                        PriceOutstanding, beginning of year

                    8,077,000

                    $ 1.34

                    7,954,643

                    $ 1.33

                    6,603,572

                    $ 0.72Granted (1)

                    1,900,000

                    0.65

                    250,000

                    1.36

                    4,100,000

                    1.74Exercised

                    (75,000)

                    0.18

                    (127,643)

                    0.37

                    (2,748,929)

                    0.47Forfeited

                    (850,000)

                    1.39

                    -

                    -

                    -

                    -Outstanding, end of year

                    9,052,000

                    $ 1.16

                    8,077,000

                    $ 1.34

                    7,954,643

                    $ 1.33




(1)
        During fiscal 2008, a total of 650,000 options were granted to an officer and employees and
        have an exercise price of $0.85 and an expiration date of May 11, 2012. Additionally,
        during fiscal 2008, a total of 1,250,000 options were granted to directors, officers and
        employees with an exercise price of $0.55 and an expiration date of December 18,
        2012.



The
        following table summarizes information about stock options outstanding at January 31,
        2008:



Range ofExercisePrice

                    Number ofOptionsOutstanding

                    WeightedAverageExercisePrice

                    WeightedAverageRemainingContractualLife in Years

                    Number of OptionsExercisable

                    WeightedAverageExercise PriceOf OptionsExercisable$ 0.40 to $ 0.55

                    1,729,474

                    $ 0.51

                    3.8

                    791,974

                    $ 0.47$ 0.85 to $ 0.86

                    950,000

                    $ 0.85

                    3.5

                    675,000

                    $ 0.86$ 0.92 to $ 1.36

                    4,228,899

                    $ 1.07

                    1.7

                    4,228,899

                    $ 1.07$ 2.00

                    2,143,627

                    $ 2.00

                    2.5

                    2,143,627

                    $ 2.009,052,000

                    

                    

                    7,839,500




Subsequent to January 31, 2008, a total of 300,000 options were granted to a
        consultant with an exercise price of $0.51 and an expiration date of February 15,
        2013.



9.
        Stock-Based Compensation



Stock-based compensation related to options granted to employees and
        non-employees increased the following expenses in the consolidated financial statements of
        the Company in the three years ending January 31, 2008 as follows:



2008

                    2007

                    2006Consulting

                    $ 122,683

                    $    242,826

                    $    291,334Salaries

                    342,992

                    2,457,588

                    4,190,297$ 465,675

                    $ 2,700,414

                    $ 4,481,631




56

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



9. Stock-Based Compensation (continued)
  These amounts have also been recorded as contributed surplus on the
            consolidated balance sheets. As of January 31, 2008, the fair market value of the total
            compensation cost related to nonvested stock options to be recognized upon vesting
            totals $347,642 and is expected to be recognized in fiscal 2009.  The
            fair value of each option granted has been estimated as of the date of grant using the
            Black-Scholes option-pricing model with the following assumptions:  2008

                        2007

                        2006Expected dividend yield

                        0%

                        0%

                        0%Expected volatility

                        69 -71%

                        136%

                        141-150%


Risk-free interest rate

                    4.0 to 4.5%

                    4.1%

                    3.4 to 3.6%Expected life

                    2.5 to 3.5 years

                    2 years

                    2 to 3 yearsWeighted average fair value

                        of options granted

                    $ 0.33

                    $ 0.92

                    $ 1.26




10.
        Income Taxes



A
        reconciliation of the combined Canadian federal and provincial income taxes at statutory
        rates and the Company's effective income tax expense (recovery) is as follows:



Years Ended January 31,2008

                    2007

                    2006Statutory rates

                    34%

                    34%

                    35%Income tax at statutory rates

                    (1,524,000)

                    (1,766,000)

                    (2,869,000)Increase in taxes from:Non-deductible items

                    164,000

                    936,000

                    1,571,000Differences in foreign tax rates

                    904,000

                    680,000

                    485,000Effect of change in tax rate

                    -

                    20,000

                    21,000Benefit of losses not recognized

                    456,000

                    130,000

                    792,000$                    
                        -

                    $                  
                        -

                    $                
                        -




Future
        income taxes reflect the net effects of temporary differences between the carrying amounts
        of assets and liabilities for financial reporting purposes and the amounts used for income
        tax purposes. The significant components of the Company's future tax assets as of January
        31 are as follows:



January 31,2008

                    2007Future income tax assetsOperating loss carryforwards

                    $ 9,821,000

                    $ 10,845,000Property and equipment

                    133,000

                    174,000Share issue cost

                    162,000

                    119,000Valuation allowance for future tax assets

                    (10,116,000)

                    (11,138,000)$                  
                        -

                    $                  -




57

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



10.
            Income Taxes (continued)  The
            Company has available losses for income tax purposes of approximately $35 million,
            which may be carried forward and applied against future taxable income when earned.
            Brazilian losses are offset by up to 30% of fiscal profits. United States net operating
            losses may be limited if more than a 50% ownership change has occurred with respect to
            any Company included in the consolidated group. If an ownership change has occurred,
            such losses are limited on an annual basis to the value of the respective Company on
            the date of change multiplied by the U.S. federal long-term, tax-exempt rate in effect
            for the period. In addition, some U.S. net operating losses may be subject to other
            limitations based on taxable income from wholly owned subsidiaries on a stand-alone
            basis.  The
            losses expire as follows:  Canada

                        United States

                        Brazil

                        Total(in Canadian dollars)


2009

                    134,000

                    398,000

                    -

                    532,0002010

                    439,000

                    133,000

                    -

                    572,0002011

                    273,000

                    1,258,000

                    -

                    1,531,0002012

                    449,000

                    3,932,000

                    -

                    4,381,0002013

                    -

                    1,187,000

                    -

                    1,187,000From 2016 to 2028

                    1,919,000

                    15,051,000

                    -

                    16,970,000Indefinitely

                    -

                    -

                    10,126,000

                    10,126,000$ 3,214,000

                    $ 21,959,000

                    $ 10,126,000

                    $ 35,299,000




At
        January 31, 2008, the Company has incurred approximately $512,000 of exploration and
        development costs which may be deducted against future Canadian taxable income subject to
        certain limitations.



11.
        Related Party Transactions



During
        fiscal 2008, 2007 and 2006, a director was paid consulting fees of $171,895, $64,623 and
        $69,515, respectively, for advisory services to the Company. Additionally, during fiscal
        2008, a second director was paid consulting fees of $10,000 for advisory services to the
        Company. During fiscal 2006, the chairman of the Company repaid an accounts receivable
        totaling $55,900.



Amounts
        totaling $93,839 were paid by the Company during fiscal 2006 to a law firm in which a
        director was a partner until his retirement in June 2005.



Related
        party transactions are in the normal course of operations and are measured at the exchange
        amount, which is the amount of consideration established and agreed to by the related
        parties.



12.
        Contingencies



Except
        as described below, there are no material pending legal proceedings to which the Company or
        any of its subsidiaries is a party or to which any of their property is subject.

A legal
        action was filed against the Company in the Supreme Court of British Columbia, Canada, in
        August 1996 by James M. Cairns relating to a claim by Mr. Cairns for the failure of the
        company to make a timely release of escrow shares.  The Company believes it has
        meritorious defenses to such claim.  No proceedings in the action in British Columbia
        have been taken by the plaintiff since March 30, 2000 and the company has instructed
        counsel to have the action dismissed for lack of prosecution.  However, the Company
        cannot provide any assurances that it will be successful, in whole or in part, with respect
        to its proceedings.  The outcome of this action is not determinable and no loss
        provision has been recorded in the financial statements for this item.



58

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



13. General and Administrative Expenses  General and administrative expenses consist of the following:  Years Ended January 31,2008

                        2007

                        2006Consulting fees

                        $ 480,774

                        $ 506,615

                        $ 774,405Depreciation

                        21,596

                        29,981

                        20,047Entertainment

                        67,556

                        45,747

                        93,818Insurance

                        34,402

                        23,773

                        26,761Office

                        145,714

                        144,549

                        202,726Professional fees

                        330,903

                        374,468

                        267,842


Rent

                    39,984

                    41,032

                    38,585Repairs and maintenance

                    18,645

                    15,461

                    31,523Salaries and benefits

                    1,336,694

                    3,304,909

                    5,216,740Shareholder relations

                    228,917

                    92,669

                    173,703Travel

                    207,182

                    180,113

                    202,022Total

                    $ 2,912,367

                    $ 4,759,317

                    $ 7,048,172




14.
        Supplemental Cash Flow and Non-Cash Investing and Financing Disclosure



Years Ended January 31,2008

                    2007

                    2006Supplemental cash flow disclosure:Interest paid in cash

                    $                  
                         -

                    $          
                         -

                    $            
                        -Income taxes paid

                    -

                    -

                    -Non-cash investing activities:Shares and notes payable issued for mineral
                        properties

                    $ 15,338,257

                    $ 220,000

                    $ 400,000




15.
        Segment Information



The
        Company acquires and explores mineral properties, and these activities are focused
        principally in South America. Geographic segmentation of mineral properties is provided in
        Note 5.



16.
        Differences Between Canadian and United States Generally Accepted Accounting Principles
        (“GAAP”)



The
        consolidated financial statements have been prepared in accordance with Canadian GAAP,
        which differs in some respects from United States GAAP. The material differences in respect
        to these financial statements between Canadian and United States GAAP, and their effect on
        the Company’s financial statements, are summarized below.



Mineral Properties and Deferred Expenditures



Under
        Canadian GAAP, companies have the option to defer and capitalize mineral exploration
        expenditures on prospective properties until such time as it is determined that further
        work is not warranted, at which point property costs would be written off. Under United
        States GAAP, all exploration expenditures are expensed until an independent feasibility
        study has determined that the property is capable of commercial production. At this stage,
        the Company has not yet identified economically recoverable reserves on any of its
        properties. Accordingly, under United States GAAP, all exploration costs incurred are
        expensed.



59

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



**16. Differences Between Canadian and United States Generally
            Accepted Accounting Principles (“GAAP”) (continued)**  The significant differences in the consolidated statements of
                operations relative to US GAAP were:
 Years Ended January 31,2008

                        2007

                        2006Net loss in accordance with Canadian GAAP

                        $

                        (4,481,151)

                        $

                        (5,193,347)

                        $

                        (8,259,475)Deduct:Deferred exploration expenditures capitalized during the
                            period

                        

                        (1,624,812)

                        

                        (980,501)

                        

                        (1,149,793)Add:


Deferred exploration expenditures written off in the period
                        that would have been expensed in a prior period

                    

                    -

                    

                    -

                    

                    120,297Net loss in accordance with United States GAAP

                    $

                    (6,105,963)

                    $

                    (6,173,848)

                    $

                    (9,288,971)Basic and diluted net loss per share (United States
                        GAAP)

                    $

                    (0.08)

                    $

                    (0.12)

                    $

                    (0.19)Weighted average shares outstanding (United States
                        GAAP)

                    

                    74,836,676

                    

                    53,062,909

                    

                    49,112,192




The
        significant differences in the consolidated balance sheets relative to US GAAP
        were:



January 31,2008

                    2007Shareholders’ equity – Canadian GAAP

                    $

                    27,969,497

                    $

                    10,918,491Deferred exploration expenditures

                    

                    (5,356,991)

                    

                    (3,732,179)Shareholders’ equity – United States
                        GAAP

                    $

                    22,612,506

                    $

                    7,186,312January 31,2008

                    2007Mineral properties and deferred exploration expenditures
                        – Canadian GAAP

                    $

                    25,872,047

                    $

                    6,368,126Deferred exploration expenditures expensed per United States
                        GAAP

                    

                    (5,356,991)

                    

                    (3,732,179)Acquisition costs of mineral properties – United
                        States GAAP

                    $

                    20,515,056

                    $

                    2,635,947






60

---

Brazauro Resources Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian Dollars)**



**January 31, 2008, 2007 and
        2006**



**16. Differences Between Canadian and
        United States Generally Accepted Accounting Principles (“GAAP”)
        (continued)**



The significant differences in the consolidated statements of
        cash flows relative to US GAAP were:



Years Ended January 31,2008

                    2007

                    2006Net cash used in operating activitiesCanadian GAAP

                    $ (2,970,267)

                    $ (1,780,306)

                    $ (2,710,439)Deferred exploration expenditures

                    (2,194,762)

                    (1,744,921)

                    (1,827,395)US GAAP

                    (5,165,029)

                    (3,525,227)

                    (4,537,834)Net cash used in investing activitiesCanadian GAAP

                    (4,755,219)

                    (2,386,223)

                    (2,258,760)Deferred exploration expenditures

                    2,194,762

                    1,744,921

                    1,827,395US GAAP

                    (2,560,457)

                    (641,302)

                    (431,365)Net cash provided by financing activitiesCanadian GAAP and U.S. GAAP

                    7,919,930

                    46,900

                    10,389,330




Warrants Issued



Under United States GAAP, the fair value of the 113,000
        warrants issued in the private placement in the first quarter of fiscal 2008 would be
        recorded as Warrants of $481,900 in Shareholders’ Equity as of January 31, 2008, and
        Common Shares would be reduced by $481,900 to $74,324,828 as of January 31, 2008. The fair
        value of the warrants was calculated using the Black-Scholes model and the following
        assumptions: expected dividend yield, 0%; expected volatility, 77%; risk-free interest
        rate, 4%; expected life of warrant, 1 year.



Recent Accounting Pronouncements



1.

                    In March 2006, the Financial Accounting Standards Board
                        (FASB) issued Statement No. 156, "Accounting for
                        Servicing of Financial Assets, an amendment of FASB Statement No. 140,
                        Accounting for Transfers and Servicing of Financial Assets and
                        Extinguishments of Liabilities". This statement
                        requires all separately recognized servicing assets and servicing
                        liabilities be initially measured at fair value, if practicable, and
                        permits for subsequent measurement using either fair value measurement with
                        changes in fair value reflected in earnings or the amortization and
                        impairment requirements of Statement No. 140. The subsequent measurement of
                        separately recognized servicing assets and servicing liabilities at fair
                        value eliminates the necessity for entities that manage the risks inherent
                        in servicing assets and servicing liabilities with derivatives to qualify
                        for hedge accounting treatment and eliminates the characterization of
                        declines in fair value as impairments or direct write-downs. Statement No.
                        156 is effective for an entity's first fiscal year beginning after
                        September 15, 2006. The adoption of this statement is not expected to have
                        a significant effect on the Company’s future reported financial
                        position or results of operations.




2.

                    In June 2006, FASB issued Interpretation No. 48,
                        “Accounting for Uncertainty in Income
                        Taxes-an Interpretation of FASB Statement No.
                        109.” This Interpretation clarifies the
                        accounting for uncertainty in income taxes recognized in an
                        enterprise’s financial statements in accordance with FASB No. 109,
                        “Accounting for Income
                        Taxes.” This Interpretation prescribes a
                        recognition threshold and measurement attribute for the financial statement
                        recognition and measurement of a tax position taken or expected to be taken
                        in a tax return. This Interpretation also provides guidance on
                        derecognition, classification, interest and penalties, accounting in
                        interim periods, disclosure and transition. This Interpretation is
                        effective for fiscal years beginning after




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Brazauro Resources
            Corporation  **Notes to Consolidated Financial
            Statements** **(In Canadian
            Dollars)**  **January 31, 2008, 2007 and
            2006**  **16. Differences Between Canadian and United States Generally
            Accepted Accounting Principles (“GAAP”) (continued)**


December 15, 2006. The Company does not expect that the
                        implementation of Statement No. 158 will have any material impact on its
                        financial position and results of operations.




3.

                    In September 2006, the Securities and Exchange Commission
                        (SEC) issued Staff Accounting Bulletin (SAB) No. 108,
                        “Considering the Effects of Prior Year
                        Misstatements when Quantifying Misstatements in Current Year Financial
                        Statements.” SAB No. 108 addresses how the
                        effects of prior year uncorrected misstatements should be considered when
                        quantifying misstatements in current year financial statements. SAB No. 108
                        requires companies to quantify misstatements using a balance sheet and
                        income statement approach and to evaluate whether either approach results
                        in quantifying an error that is material in light of relevant quantitative
                        and qualitative factors. SAB No. 108 is effective for periods ending after
                        November 15, 2006. The Company is currently evaluating the impact of
                        adopting SAB No. 108 but does not expect that it will have a material
                        effect on the consolidated financial statements.




4.

                    In September 2006, FASB issued Statement No. 158,
                        “Employers’ Accounting for Defined
                        Benefit Pension and Other Postretirement
                        Plans”. This Statement requires an employer
                        to recognize the over funded or under funded status of a defined benefit
                        post retirement plan (other than a multiemployer plan) as an asset or
                        liability in its statement of financial position, and to recognize changes
                        in that funded status in the year in which the changes occur through
                        comprehensive income. Statement No. 158 is effective for fiscal years
                        ending after December 15, 2006. The Company does not expect that the
                        implementation of Statement No. 158 will have any material impact on its
                        financial position and results of operations.




5.

                    In September 2006, FASB issued Statement No. 157,
                        “Fair Value
                        Measures”. This Statement defines fair
                        value, establishes a framework for measuring fair value in GAAP, expands
                        disclosures about fair value measurements, and applies under other
                        accounting pronouncements that require or permit fair value measurements.
                        Statement No. 157 does not require any new fair value measurements.
                        However, the FASB anticipates that for some entities, the application of
                        Statement No. 157 will change current practice. Statement No. 157 is
                        effective for financial statements issued for fiscal years beginning after
                        November 15, 2007. The Company is currently evaluating the impact of
                        Statement No. 157 but does not expect that it will have a material impact
                        on the consolidated financial statements.




6.

                    In February 2007, FASB issued Statement of Financial
                        Accounting Standard No. 159, “The Fair Value
                        Option for Financial Assets and Financial
                        Liabilities”. This statement permits
                        entities to choose to measure many financial instruments and certain other
                        items at fair value and is effective for fiscal years beginning after
                        November 15, 2007. The Company is currently evaluating the impact of
                        adopting Statement No. 159 but does not expect that it will have a material
                        effect on the consolidated financial statements.




7.

                    In December 2007, FASB issued Statement of Financial
                        Accounting Standard No. 141(R), “Business
                        Combinations (revised 2007)”. This
                        statement establishes principles and requirements for how the acquirer
                        recognizes and measures in its financial statements the identifiable assets
                        acquired, the liabilities assumed, and any noncontrolling interest in the
                        acquiree; recognizes and measures the goodwill acquired in the business
                        combination or a gain from a bargain purchase; and determines what
                        information to disclose to enable users of the financial statements to
                        evaluate the nature and financial effects of the business combination.
                        Statement No. 141(R) is effective for business combinations which would
                        take place in the Company’s fiscal year beginning February 1, 2009.
                        The Company has not yet determined the impact, if any, of adopting
                        Statement No. 141(R) on its consolidated financial statements.




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Brazauro Resources
        Corporation



**Notes to Consolidated Financial
        Statements**

**(In Canadian
        Dollars)**



**January 31, 2008, 2007 and
        2006**



**16. Differences Between Canadian and United States
        Generally Accepted Accounting Principles (“GAAP”)
        (continued)**



8.

                    In December 2007, FASB issued Statement of Financial
                        Accounting Standard No. 160, “Noncontrolling
                        Interests in Consolidated Financial Statements”.
                        This statement establishes guidance in accounting for
                        non-controlling interest in a subsidiary and in deconsolidation of a
                        subsidiary. Statement No. 160 is effective for fiscal years beginning after
                        December 15, 2008. The Company is currently evaluating the impact of
                        adopting Statement No. 160 but does not expect that it will have a material
                        effect on the consolidated financial statements.




17. Subsequent Event



On May 9, 2008, the Company and a third party entered into a
        letter of intent (“the LOI”) whereby the Company will acquire, subject to
        certain conditions including the execution of a definitive agreement, the Bom Jardim
        property consisting of approximately 22,700 hectares of concessions and application areas
        in the Tapajós region of Pará State, Brazil, subject to the back-in rights
        described below. The Company will issue $1,000,000 in common shares for the Bom Jardim
        Property.



The number of Company shares to be issued to the third party
        will be calculated using a deemed price per share equal to the greater of the 30 day
        Volume-Weighed Average Price prior to closing or the Discounted Market Price (as defined in
        the TSX Venture Exchange Corporate Finance Manual) on the day prior to the date of the LOI.
        The parties have agreed to negotiate a definitive agreement governing the terms of the
        transaction in detail, which is anticipated to be executed within two months of the
        satisfaction of certain conditions of both parties, including board and regulatory
        approvals of the transaction and satisfactory due diligence. Completion of the acquisition
        is conditional on the completion of the reorganization by the third party of the corporate
        structure within which the Bom Jardim Property is presently held. On closing, the Company
        will acquire the subsidiary of the third party in which the Bom Jardim Property will be
        held in exchange for the Company shares.



The third party will have the one-time option, two years
        after closing the sale of the Bom Jardim Property, to back-in to earn a 60% interest in the
        company indirectly holding the Bom Jardim Property by spending on the Bom Jardim Property,
        over the next three years, an amount equal to two times the expenditures made by the
        Company on the Bom Jardim and Circulo properties from closing to the second anniversary of
        closing. If the third party elects not to back-in, the third party will be entitled to a 2%
        Net Smelter Return Royalty on the Bom Jardim Property. If the third party acquires the 60%
        interest, it will have the further option to increase its interest to 70% by either
        completing and delivering a bankable feasibility study in respect of the Bom Jardim
        Property or by spending a further $10 million on the Bom Jardim Property over the
        succeeding three year period. Thereafter, the parties will contribute proportionately to
        further expenses. The Company will have the option to request the third party to lend to
        the Company sufficient funds to meet the Company’s share of the cost of placing the
        Property into production, in which case the third party’s interest will be increased
        to 75%.



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Index to Exhibits



1.1

                    Certificate of Incorporation, Memorandum and Articles of
                        Texas Star Resources Corporation (the "Company") dated March 12, 1986.
                        (a)1.2

                    Amendment to Certificate of Incorporation and Memorandum.
                        (b)1.3

                    Certificate of Change of Name dated October 30,
                        1996.


1.4

                    Amendment to the Company’s Memorandum, effective
                        November 27, 2001. (h)


1.5

                    Articles of the Company dated August 11, 2004.
                        (m)


4.1

                    Agreement dated July 28, 1992, between the Company and
                        certain royalty holders (as set forth therein). (a)


4.2

                    Stock Purchase Agreement dated July 29, 1992, by and among
                        the Company, DEI, James M. Cairns, Jr., Gandy Baugh and Stewart Jackson
                        (such individuals being collectively referred to as the "DEI
                        Shareholders"), and the Amendment thereto dated January 13, 1993.
                        (a)


4.3

                    Prospecting Permit and Option to Lease dated November 4,
                        1992, between DEI and various interest holders. (a)


4.4

                    Agreement dated December 22, 1992, between the Company and
                        certain royalty interest holders. (a)


4.5

                    Royalty Interest Agreement dated January 13, 1993, by and
                        between the Company and the DEI Shareholders relating to the properties of
                        the Company and DEI in Arkansas. (a)


4.6

                    Mining Lease between the Company and certain royalty
                        interest holders dated November 4, 1996. (c)4.7

                    Amendment No. 1 to Mining Lease between the Company and
                        certain royalty interest holders dated November 1997.(d)


4.8

                    Mining Lease between the Company and ABJ Hammett Estate/
                        Trust dated September 11, 1997. (d)


4.9

                    Mining Lease Agreement and Lease Modification and Escrow
                        Agreement dated December 16, 1999. (e)4.10

                    Letter Agreement dated October 26, 2000 between the Company
                        and McGeorge Contracting Co. (f)4.11

                    Stripping Agreement dated October 31, 2000 between the
                        Company and McGeorge Contracting Co. (f)


4.11

                    Lease Confirmation Agreement dated effective March 16, 2000.
                        (g)


4.12

                    Mining Lease between the Company and ABJ Hammett Estate/
                        Trust dated November 15, 2000. (g)


4.13

                    Trust Deed for Debentures dated February 16, 2001 between
                        the Company and Montreal Trust Company of Canada. (g)


4.14

                    Pledge Agreement for Shares of Star U.S., Inc. between the
                        Company and Montreal Trust Company of Canada dated February 16, 2001.
                        (g)


4.15

                    Pledge Agreement for Shares of Diamond Operations, Inc.
                        between the Company and Montreal Trust Company of Canada dated February 16,
                        2001. (g)


4.16

                    Second Supplemental Indenture between the Company and
                        Computershare Trust Company of Canada dated February 11, 2003.
                        (i)


4.17

                    Option Agreement, Tocantinzinho Project – Brazil dated
                        July 31, 2003. (j)


4.18

                    Letter Agreement between BrazMin Corp. and the Company dated
                        September 12, 2006 (k)4.19

                    Quota Purchase Agreement, dated February 5,
                    2007 among Sabino Orlando Conceição Loguercio, Luiz
                    Antonio Gravata Galvão, Jaguar Resources do Brasil,
                    Mineração Cachambix LTDA, and Brazauro Holdings
                    (Brazil) Ltd. (l)4.20

                    Letter of Intent between Gold Fields Holdings Company BVI
                        Ltd. and the Company dated May 9, 2008. (n)8

                    Subsidiaries of the Registrant. (n)12.1

                    Certification of Chairman pursuant to Exchange Act Rules
                        13a-14. (n)12.2

                    Certification of Chief Financial Officer pursuant to
                        Exchange Act Rules 13a-14. (n)12.3

                    Certification of Chairman pursuant to 18 U.S.C.
                    Section 1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002. (n)


12.4

                    Certification of Chief Financial Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002. (n)


23.1

                    Consent of Independent Registered Public Accounting Firm
                        (n)


________________

(a)

                    Filed as an exhibit to Registration Statement on Form 10 as
                        filed on June 23, 1993.


(b)

                    Filed as an exhibit to Form 8 Amendment No. 1 to Form 10 as
                        filed on October 4, 1993.(c)

                    Filed as an exhibit to Form 10-K for the fiscal year ended
                        January 31, 1997 as filed on May 13, 1997.


(d)

                    Filed as an exhibit to Form 10-K for the fiscal year ended
                        January 31, 1998 as filed on April 29, 1998.


(e)

                    Filed as an exhibit to Form 10-K for the fiscal year ended
                        January 31, 2000 as filed on April 28, 2000.


(f)

                    Filed as an exhibit to Form 10-Q for the fiscal quarter
                        ended October 31, 2000 as filed on December 13, 2000.


(g)

                    Filed as an exhibit to Form 10-K for the fiscal year ended
                        January 31, 2001 as filed on April 27, 2001.


(h)

                    Filed as an exhibit to Form 10-Q for the fiscal quarter
                        ended October 31, 2001 as filed on December 13, 2001.


(i)

                    Filed as an exhibit to Form 10-Q for the fiscal quarter
                        ended April 30, 2003 as filed on June 16, 2003.


(j)

                    Filed as an exhibit to Form 10-Q for the fiscal quarter
                        ended July 31, 2003 as filed on September 15, 2003.


(k)

                    Filed as an exhibit to Form 10-Q for the fiscal quarter
                        ended October 31, 2006 as filed on December 15, 2006.


(l)

                    Filed as an exhibit to Form 8-K as filed on February 12,
                        2007.


(m)

                    Filed as an exhibit to Form 20-F for the fiscal year ended
                        January 31, 2007 as filed on May 25, 2007.


(n)

                    Filed herewith.




All
        Exhibits referred to in (a) through (m) above were filed with previous Securities and
        Exchange Commission filings of the Company (File No. 0-21968) and are incorporated herein
        by reference.



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