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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB(Mark One)

[ X] Annual Report Pursuant To Section 13 Or 15(d) Of
The Securities Exchange Act Of 1934For the fiscal year ended November
30, 2005

[ ] Transition Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934 For the transition period from _____to
_____

COMMISSION FILE NUMBER000-51563

TEXADA VENTURES INC.(Name
of small business issuer in its charter)

|NEVADA                                                               | 98-0431245                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation
      or organization) | (I.R.S. Employer Identification No.)

|977 Keith Road                           |           
|---------------------------------------- | ----------
|West Vancouver, British Columbia         | V7T 1M6   
|(Address of principal executive offices) | (Zip Code)

(604) 816-2555Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:
NONE.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value Per Share.

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

State issuers revenues for its most recent fiscal year:
$NIL.

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days: $184,400 based on a
price of $0.03 per share, being the last sale price of the Companys common
stock as of November 30, 2005.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. As of February
28, 2006, the Issuer had 12,146,667 Shares of Common Stock outstanding.

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

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TABLE OF CONTENTS

|           |          |                                                                                                                        | PAGE
|---------- | -------- | ---------------------------------------------------------------------------------------------------------------------- | ----
|           |          |                                                                                                                        |     
|PART I     |          | 3                                                                                                                     
|           |          |                                                                                                                        |     
|           | ITEM 1.  | DESCRIPTION OF BUSINESS.                                                                                               | 5   
|           |          |                                                                                                                        |     
|           | ITEM 2.  | DESCRIPTION OF PROPERTY                                                                                                | 11  
|           |          |                                                                                                                        |     
|           | ITEM 3.  | LEGAL PROCEDINGS.                                                                                                      | 16  
|           |          |                                                                                                                        |     
|           | ITEM 4.  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS                                                              | 16  
|           |          |                                                                                                                       
|PART II    |          | 17                                                                                                                    
|           |          |                                                                                                                        |     
|           | ITEM 5.  | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS                                                         | 17  
|           |          |                                                                                                                        |     
|           | ITEM 6.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OR
      PLAN OF OPERATION                                                        | 18  
|           |          |                                                                                                                        |     
|           | ITEM 7.  | FINANCIAL STATEMENTS                                                                                                   | 27  
|           |          |                                                                                                                        |     
|           | ITEM 8.  | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                             | 28  
|
|           |          |                                                                                                                        |     
|           | ITEM 8A. | CONTROLS AND PROCEDURES                                                                                                | 28  
|           |          |                                                                                                                        |     
|           | ITEM 8B. | OTHER INFORMATION.                                                                                                     | 28  
|           |          |                                                                                                                       
|PART III   |          | 29                                                                                                                    
|           |          |                                                                                                                        |     
|           | ITEM 9.  | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. | 29  
|
|           |          |                                                                                                                        |     
|           | ITEM 10. | EXECUTIVE COMPENSATION.                                                                                                | 30  
|           |          |                                                                                                                        |     
|           | ITEM 11. | SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                   | 31  
|
|           |          |                                                                                                                        |     
|           | ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                         | 32  
|           |          |                                                                                                                        |     
|           | ITEM 13. | EXHIBITS                                                                                                               | 33  
|           |          |                                                                                                                        |     
|           | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                                 | 33  
|           |          |                                                                                                                       
|SIGNATURES |          | 34                                                                                                                    

2

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PART I

Certain statements contained in this Annual Report on Form
10-KSB constitute "forward-looking statements". These statements, identified by
words such as plan, "anticipate", "believe", "estimate", "should," "expect"
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption
"Management's Discussion and Analysis or Plan of Operation" and elsewhere in
this Form 10-KSB. We advise you to carefully review the reports and documents we
file from time to time with the Securities and Exchange Commission (the SEC),
particularly our quarterly reports on Form 10-QSB and our current reports on
Form 8-K.

As used in this Annual Report, the terms "we", "us", "our",
Texada and the Company mean Texada Ventures Inc., unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars unless otherwise indicated.

Glossary of Technical Terms

The following defined technical terms are used in this Annual
Report:

adit
      An opening driven horizontally into the side of a mountain
        or hill for providing access to a mineral deposit.assay
      A chemical test performed on a sample of ores or minerals to
        determine the amount of valuable metals contained.breccia
      Rock consisting of angular fragments in a matrix of finer-grained
        cementing material.batholith
      A large mass of igneous rock extending to great depth with
        its upper portion dome-like in shape. It has crystallized below surface,
        but may be exposed as a result of erosion of the overlying rock. Smaller
        masses of igneous rocks are known as bosses or plugs.conglomerate
      A sedimentary rock consisting of rounded, water-worn pebbles
        or boulders cemented into a solid mass.diamond drill(ing)
      A rotary type of rock drill in which the cutting is done by
        abrasion rather than percussion. The cutting bit is set with diamonds
        and is attached to the end of long hollow rods through which water or
        other fluid is pumped to the cutting face as a lubricant. The drill cuts
        a core of rock that is recovered in long cylindrical sections, two centimetres
        or more in diameter.dore bar
      The final saleable product of a gold mine. Usually consisting
        of gold or silver.drift
      A horizontal underground opening that follows along the length
        of a vein or rock formation as opposed to a crosscut which crosses the
        rock formation.dyke
      A long and relatively thin body of igneous rock that, while
        in the molten state, intruded a fissure in older rocks.fault
      A break in the Earths crust caused by tectonic forces
        which have moved the rock on one side with respect to the other; faults
        may extend many kilometres, or be only a few centimetres in length; similarly,
        the movement or displacement along the fault may vary widely.feldspar
      A group of rock-forming minerals.felsic
      The term used to describe light-coloured rocks containing feldspar,
        fledpathoids and silica.


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fracture
      A break in the rock, the opening of which
        affords the opportunity for entry of mineral- bearing solutions. A cross
        fracture is a minor break extending at more-or-less right angles
        to the direction of the principal fractures.gneiss
      A coarsely crystalline metamorphic rock
        that looks like granite except that the light and dark minerals are segregated
        into thin layers or lenses.granite
      A course-grained (intrusive) ingenious rock consisting
        of quartz, feldspar and mica.granitoid
      Rocks which are in the family of granites.greenstone
      Volcanic rocks forming belts
        within intrusive or sedimentary rocks and which are the source of most
        metal deposits.igneous
      A type of rock which has been formed by
        the consolidation of magma, a molten substance from the earths core.intrusive
      A body of igneous rock formed by the consolidation
        of magma intruded into other rocks, in contrast to lavas, which are extruded
        upon the surface.mafic
      Igneous rocks composed mostly of dark iron and magnesium
        rich minerals.massive
      Solid (without fractures) wide (thick) rock unit.Mesozoic
      One of the eras of geologic time. It includes
        the Triassic, Jurassic and Cretaceous periods.meta- sedimentary
      Metamorphosed sedimentary rocks.meta-volcanic
      Metamorphosed volcanic rocks.mill
      1) A plant in which ore is treated for the recovery of valuable metals,
      or the concentration of valuable minerals into a smaller volume for
      shipment to a smelter or refinery. 2) A piece of milling equipment
      consisting of a revolving drum, for the fine-grinding of ores as a
      preparation for treatment.mineralization
      The concentration of metals and their chemical compounds
        within a body of rock.modal
      The most frequent value of a set of data.ore
      A mixture of minerals and gangue from which
        at least one metal can be extracted at a profit.Paleozoic
      Rocks that were laid down during the Paleozoic
        Era (between 67 and 507 million years ago).plugs
      A common name for a small offshoot from a larger
        batholith.plunge
      The vertical angle an ore body makes between
        the horizontal plane and the direction along which it extends, longitudinally
        to depth.pluton
      Body of rock exposed after solidification at great
        depth.porphyry
      Any igneous rock in which relatively large,
        conspicuous crystals (called phenocrysts) are set in a fine-grained groundmass.quartz
      A mineral whose composition is silicon dioxide. A
        crystalline form of silica.reserve
      For the purposes of this registration statement:
        that part of a mineral deposit which could be economically and legally
        extracted or produced at the time of the reserve determination. Reserves
        consist of: 
        1) Proven (Measured) Reserves.Reserves for which: (a) quantity is computed from dimensions revealed
      in outcrops, trenches, workings or drill holes; grade and/or


4

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quality are computed from the results of detailed sampling; and (b) the
      sites for inspection, sampling and measurement are spaced so closely and
      the geologic character is so well defined that size, shape, depth and
      mineral content of reserves are well-established. 2) Probable
      (Indicated) Reserves.Reserves for which quantity and grade and/or
      quality are computed from information similar to that used for proven
      (measured) reserves, but the sites for inspection, sampling and
      measurement are farther apart or are otherwise less adequately spaced. The
      degree of assurance, although lower than that for proven (measured)
      reserves, is high enough to assume continuity between points of
      observation.rhyolite
      A fine-grained, extrusive igneous rock which has the same chemical
        composition as granite.schist
      A foliated metamorphic rock, the grains of which have a roughly
        parallel arrangement generally developed by shearing.sedimentary
      A type of rock which has been created by the deposition of
        solids from a liquid.shear
      The deformation of rocks by lateral movement along innumerable
        parallel planes, generally resulting from pressure.silt
      Muddy deposits of fine sediment usually found on the bottoms
        of lakes.stockpile
      Broken ore heaped on surface, pending treatment or shipment.structural
      Pertaining to geologic structure.Triassic
      The system of strata that was deposited between 210 and 250
        million years before the present time.tuff
      A rock formed of compacted volcanic fragments.vein
      An occurrence of ore with an irregular development in length,
        width and depth usually from an intrusion of igneous rock.volcanics
      Volcanically formed rocks.


ITEM 1. DESCRIPTION OF BUSINESS.

CORPORATE BACKGROUND

We were incorporated on October 17, 2001, under the laws of the
State of Nevada. Our principal offices are located at 977 Keith Road, West
Vancouver, British Columbia, Canada V7T 1M6. Our phone number is (604) 816-2555.
Our facsimile number is (604) 921-1724.

OUR BUSINESS

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We have acquired a 100% undivided
interest in a group of mineral claims located in the Wheaton River District in
the Yukon Territory that we refer to as the Peek Claims. Although exploratory
work on the claims conducted by prior owners has indicated some potential
showings of mineralization, we are uncertain as to the reliability of these
prior exploration results and thus we are uncertain as to whether a commercially
viable mineral deposit exists on our mineral claims. Further exploration of
these mineral claims is required before a final determination as to their
viability can be made.

We have not earned any revenues to date. Our plan of operation
is to carry out exploration work on these claims in order to ascertain whether
they possess commercially exploitable quantities of silver and gold. We

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do not anticipate earning revenues until such time as we enter
into commercial production of minerals. We are presently in the exploration
stage of our business and we can provide no assurance that a commercially viable
mineral deposits exists on our claims or that we will discover commercially
exploitable levels of mineral resources on our properties, or if such deposits
are discovered, that we will enter into further substantial exploration
programs. We will not be able to determine whether or not our mineral claims
contain a commercially exploitable silver and gold deposit, or reserve, until
appropriate exploratory work is done and an economic evaluation based on that
work concludes economic viability. See Item 6. Managements Discussion and
Analysis or Plan of Operation  Plan of Operation.

We conduct our business through verbal agreements with
consultants and arms-length third parties. Our verbal agreement with our
geologist includes his reviewing all of the results from the exploratory work
performed upon the site and making recommendations based on those results in
exchange for payments equal to the usual and customary rates received by
geologists performing similar consulting services. Additionally, we have a
verbal agreement with our outside auditors to perform requested accounting
functions at their normal and customary rates. Our legal consultants provide
legal services at their normal and customary rate.

RECENT CORPORATE DEVELOPMENTS

The following other significant corporate developments occurred
during our fiscal year ended November 30, 2005:

|1. | We registered the resale of 146,667 shares of our common
        stock (the Shares) offered by selling stockholders of Texada
        at a price of $0.03 per share pursuant to a registration statement on
        Form SB-2 under the Securities Act of 1933 (the Offering).
        The SEC declared our registration statement on Form SB-2 (File No. 333-104543),
        effective at 2:00 pm (Eastern) on October 7, 2005 (the Effective
        Date). We did not sell any shares of our common stock in the Offering
        and therefore will not receive any proceeds from the Offering. The Offering
        will terminate nine months after the Effective Date.                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | We substantially completed Phase III of our exploration
        program in June 2005. From June 23  June 27, 2005 our geologist
        visited the Peek Claims property to conduct testing on areas of interest
        indicated by the previous phase of our geological program for prospective
        gold-silver mineralization. New showings were located and sampled. The
        samples have been submitted for analysis and a summary report will be
        prepared upon receipt of the assay results. We expect to receive a final
        geologists report containing the assay results of Phase III and
        a recommendation on whether to proceed with Phase IV of our work program
        in early to mid 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Phase II of our exploration program was completed in
        December 2003 at a cost of $10,000. The results confirmed the anomaly
        concerning the gold-silver bearing galena and tetrahedrite mineralization
        developing along the contacts on the north and south ends of Gold Hill.
        We received a geological evaluation report on the results of Phase II
        of our exploration program in April, 2004. The geological report recommended
        a further geological exploration program on the mineral claims                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | Phase I of our geological exploration program was completed
        in August 2002 at a cost of $5,000. The first phase consisted of a geological
        surveying and a review of prior exploration work on the Peek Claims. The
        results of Phase I delineated three main zones of mineralization in addition
        to other mineralized showings that warrant additional exploration work.                                                                                                                                                                                                                                                                                                                                  

RECOMMENDATION OF GEOLOGICAL REPORT AND GEOLOGICAL
EXPLORATION PROGRAM

In June 2002, we hired Mr. W. Timmins, P.Eng to provide an
initial Geological Report on the Peek Claims. Mr. Timmins has 39 years
experience as a consulting geologist. He graduated from the Provincial Institute
of Mining in Haileybury, Ontario, Canada in 1956 and attended Michigan
Technological University from 1962 to 1965. He has been a licensed professional
Engineer (Geology) in British Columbia since 1969. The purpose of this report
was to evaluate the area of the claim group, and the prior exploration work
conducted on the

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claims, and to recommend an exploration program. This review
was based upon previous explorations performed on the Peek Claims including soil
geochemical and electromagnetic surveys, geological mapping, bulldozer and blast
trenching and underground drifting. Mr. Timmins is familiar with the Peek Claims
having consulted on exploration programs conducted there during the 1980's and
visited the property in 1999 and 2001.

Based upon conclusions in Mr. Timmins report, we believe that
the Peek Claims may have the potential to host minerals based on earlier
geological surveys and sampling.

The first phase of our geological exploration program was
completed in the summer of 2002 at a cost of $5,000. The first phase consisted
of a geological surveying and a review of prior exploration work on the Peek
Claims. The second phase of our exploration program was completed in late 2003
at a cost of $10,000. The second phase consisted of more detailed geophysical
surveys utilizing more sensitive geophysical techniques to enhance the data that
currently exists on the claims and focused specifically upon the presently known
mineralized areas.

We received a geological evaluation report on the results of
Phase II of our exploration program in April, 2004. The geological report gives
conclusions regarding potential mineralization of the mineral claim, discussed
below, and recommended a further geological exploration program on the mineral
claims. In his geological report, Mr. Timmins, recommended that a four phase
exploration program, at an estimated cost of $140,000, be undertaken on the
property to assess its potential to host high grade gold mineralization within
quartz and sulphide veins. The four phase program consists of the following:

Phase
      Exploration Program
      Status
      CostPhase I
      Compilation of previous exploration data,
        and geological analysis of the data.
      Completed in August, 2002.
      $5,000Phase II
      Detailed field examination and study
        of known mineral zones including localized geophysical surveys.
      Completed in December, 2003.
      $10,000Phase III
      Detailed field examination of potential
        exploration sites, including geological mapping, localized geophysical
        surveys and sampling using the knowledge obtained from the known exploration
        areas.
      Substantially completed
        in June, 2005. Awaiting Assay Results.
      $5,000Phase IV
      Test diamond drilling (to 1,200 metres)
        of the targets delineated within the potential exploration sites.
      To be commenced in 2006
        subject to the results of Phase III.
      $120,000


Based upon the results of Phase I and Phase II of our
geological exploration program, Mr. Timmins recommended a further Phase III
program of geological mapping, geophysical surveying and sampling, to select
targets for the Phase IV drilling program consisting of 1,200 metres
(approximately 3,936 feet) of diamond drilling if the results of Phase III
warrant additional exploration. A Phase IV drilling program will be dependent
upon a number of factors such as the geologists recommendations based upon
previous phases and our available funds. To date, Mr. Timmins has received a
total of $17,500 in connection with the completion of the first and second
phases of our exploration program. See Present Condition of the Property and
Current State of Exploration below.

The projected costs of our exploration program include
provision for mobilization and support costs. Mr. Timmins will issue a
recommendation on whether to proceed with a phase IV drilling program based on
his review of the assay results and geophysical survey data compiled from Phases
I, II and III of our exploration program. The expenditures made by us in the
exploration of our mineral claim may not result in the discovery of mineral
deposits. Problems such as unusual or unexpected formations and other conditions
are involved in

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mineral exploration and often result in unsuccessful
exploration efforts. If the results of exploration do not reveal viable
commercial mineralization, we may decide to abandon our claim and acquire new
claims for new exploration. The acquisition of additional claims will be
dependent upon our possessing sufficient capital resources at the time in order
to purchase such claims. If no funding is available, we may be forced to abandon
our operations.

In the event that we proceed with Phase IV of our exploration
program, we intend to implement a drilling program which will target any
mineralized zones or zones of interest identified in our Phase I, Phase II and
Phase III exploration results. The results of any drilling will be used to
assess whether further geological exploration and drilling of identified
mineralized areas is warranted. The funding required for the drilling program
and our ability to complete the drilling program is expected to be dependent on
the amount of funds we have available for exploration and our exploration
priorities. Completion of our planned Phase IV drilling program is estimated to
cost $120,000 and is expected to include the following:

|(a) | Hiring of local contractors familiar with the mining
      region and drill conditions to perform the drilling operations and supply
      the drill and all other equipment and drill technicians required to
      perform the drilling operations;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                      
|(b) | Oversight of drilling program by a Professional Mining
      Engineer or Certified Geologist;                                                                                                                                                        
|    |                                                                                                                                                                                                                                                      
|(c) | Outside laboratory analysis, particularly for prospective
      lode gold;                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                      
|(d) | In-house and external review of results, including any
      feasibility studies; and                                                                                                                                                                
|    |                                                                                                                                                                                                                                                      
|(e) | Hiring of lab technicians.                                                                                                                                                                                                                           

The primary expenses related to the drilling program are
expected to be labor and contract costs, including transportation and on site
support.

The drilling procedure for Phase IV is expected to be as
follows:

| | (1) | The drill is set up in a self-contained and completely
      enclosed module with an opening for the drill rods to be put through to
      contact the ground.                                                                                                                                              
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                             
| | (2) | The drill is set up in a self-contained and completely
      enclosed module with an opening for the drill rods to be put through to
      contact the ground.                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                             
| | (3) | A drill bit with industrial diamonds imbedded is fitted
      to the ground contact end of the drill rods.                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                             
| | (4) | The drill bit is turned at a very fast speed with
      pressure on it and it cuts through the overburden until it reaches solid
      rock. In most cases, casing (a larger diameter drill rod) is put down
      between the drill set up and the solid rock.                                             
| |     |                                                                                                                                                                                                                                                                                                             
| | (5) | Drilling proceeds with the hollow drill bit cutting
      through the rock capturing a solid core of rock that is brought to surface
      by a wire line attached to the core barrel (a smaller diameter drill rod
      that fits in side the main drill rods), where it is analyzed by a
      geologist.
| |     |                                                                                                                                                                                                                                                                                                             
| | (6) | The drill bit cuts a hole that is between 2 to 5 inches
      in diameter depending on the type of drilling being undertaken and the
      rock conditions.                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                             
| | (7) | Core samples will be initially inspected on site and then
      transported to a facility for additional analysis.                                                                                                                                                                                          

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The number of personnel involved in the drilling is expected to
be four drilling personnel and/or a foreman and geologist. All personnel are
expected to be contract employees. The geologist is expected to be the onsite
technical person who will be able to evaluate and direct the program. We believe
these types of contract employees are readily available if needed.

The results of our Phase IV drilling program, in the event that
we proceed with Phase IV, will be used to provide key information for any
subsequent mining and development work to be completed. In addition, results are
expected to be used to form the basis for additional geological exploration work
to be completed by us.

REVENUE MODEL

We intend to generate revenue through the sale and production
of precious metals, including gold and silver, and/or commercial metals found on
our property. In the event that the results of our geological exploration
program indicate that our mineral claims contain commercially exploitable
mineral deposits, we intend to build a mining and milling operation that will
separate the valuable precious metals, gold and silver, from the waste rock into
a saleable product that will be purchased for final refining by the Canadian
Mint, Handy and Harman and MidStates Refinery or other refineries that are
willing to pay 98% of the precious metal content to the miner. The cost to
develop the reserves by drilling is estimated to be approximately $500,000 to
$2,000,000. Depending on the mining process and mining rate the cost to develop
the operations and market the mineral products is estimated to cost between
$5,000,000 and $25,000,000. We anticipate that funding for the sale and
production of the minerals will be in the form of equity financing from the sale
of our common stock.

However, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock to
fund our estimated production and marketing costs. We believe that debt
financing will not be an alternative for funding. The risky nature of this
enterprise and lack of tangible assets places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time we locate mineral reserves on our mineral claims. We presently
do not have any arrangements in place for any future equity financing.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to the
exploration of minerals in the Yukon Territory. In addition, if we progress to
the production phase, production of minerals in the Yukon Territory will require
prior approval of applicable governmental regulatory agencies. We cannot be
certain that such approvals will be obtained. The cost and delay involved in
attempting to obtain such approvals cannot be known in advance.

The main agency that governs the exploration of minerals in the
Yukon Territory, Canada, is the Minerals Management Branch of the Yukon
Department of Energy Mines and Resources. The Minerals Management Branch manages
the development of the Yukon Territorys mineral resources, and implements
policies and programs respecting their development while protecting the
environment. In addition, the Minerals Management Branch regulates and inspects
the exploration and mineral production industries in the Yukon Territory to
protect workers, the public and the environment.

The material legislation applicable to us and our subsidiary is
the Yukon Quartz Mining Act (the YQMA), administered by the Minerals
Management Branch. The YQMA and its regulations govern the procedures involved
in the location, recording and maintenance of mineral titles in the Yukon
Territory. The YQMA also governs the issuance of quartz mining licenses which
are long term licenses to produce minerals. Under the YQMA, the grant of a
quartz mineral claim entitles the holder to an interest in the land subject to
the mineral claim and, more specifically, entitles the holder thereof to enter,
locate, prospect and mine for minerals on any vacant territorial lands in the
Yukon Territory and any lands in the Yukon Territory where the right to enter,
prospect and mine for minerals is reserved for the Government of the Yukon
Territory. The Government of the Yukon Territory retains freehold ownership of
the land which is subject to the mineral claims.

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All mineral exploration activities carried out on a mineral
claim or mining lease in the Yukon must be in compliance with the Yukon Quartz
Mining Land Use Regulations (the Yukon Regulations). The Yukon Regulations
apply to all mines during exploration, development, construction, production,
closure, reclamation and abandonment. Also, the Yukon Regulations contain
standards for exploration activities including construction and maintenance,
site preparation, drilling, trenching and work in and about a water body. An
annual exploration expenditure of $80 per claim is required by the YQMA to
maintain the claims in good standing. Alternatively an annual payment of $80 per
claim in lieu of work is sanctioned by the YQMA to maintain claims in good
standing. Our annual cost of compliance with the YQMA is presently approximately
$336 per year.

Additional approvals and authorizations may be required from
other government agencies, depending upon the nature and scope of the proposed
exploration program.

We will also have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused, i.e. refilling trenches after sampling or cleaning up fuel
spills. Our Phase I and II programs do not require any reclamation or
remediation because of the minimal disturbance to the ground. The amount of
these costs is not known at this time as we do not know the extent of the
exploration program we will undertake, beyond completion of the recommended two
phases described above, or if we will enter into production on the property.
Because there is presently no information on the size, tenor, or quality of any
resource or reserve at this time, it is impossible to assess the impact of any
capital expenditures on our earnings or competitive position in the event a
potentially-economic deposit is discovered. We obtained funds to undertake Phase
II of our plan of operation for the Peek Claims through private placement
financings of our common shares. We expect to continue to finance our plan of
operations through equity financings.

COMPETITION

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than us. Accordingly, these competitors may be able to spend
greater amounts on acquisitions of mineral properties of merit, on exploration
of their mineral properties and on development of their mineral properties. In
addition, they may be able to afford greater geological expertise in the
targeting and exploration of mineral properties. This competition could result
in competitors having mineral properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

EMPLOYEES

We have no employees as of the date of this annual report other
than our sole officer. We conduct our business largely through agreements with
consultants and arms-length third parties.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures
since our incorporation.

10

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PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patent or
trademark.

ITEM 2. DESCRIPTION OF PROPERTY.

We purchased a 100% interest in eight mineral claims known as
the Peek Claims, located in the Yukon Territory, Canada, from Glen MacDonald of
Vancouver, British Columbia by an agreement dated November 2, 2001 for
consideration of $2,500. We do not own any property other than our interest in
the Peek Claims. Our sole director and officer currently provides office space
in his home at 977 Keith Road, West Vancouver, British Columbia, Canada V7T 1M6
at no cost to us.

PEEK MINERAL CLAIMS

Acquisition of the Peek Mineral Claims

We purchased a 100% interest in eight mineral claims known as
the Peek Claims, located in Canadas Yukon Territory, from Glen MacDonald of
Vancouver, British Columbia by an agreement dated November 2, 2001 for
consideration of $2,500. At the time of the acquisition of the Peek Claims, we
were seeking a potential high-grade gold/silver project. There was at the time
an extensive technical file available detailing the history of exploration on
the Peek Claims property. We also considered the existence of a nearby milling
plant as advantageous. Mr. Timmins, P.Eng. and Mr. Laurie Stephenson, P.Eng.
were involved in assisting us in the selection process.

The YQMA and its regulations govern the procedures involved in
the location, recording and maintenance of mineral titles in the Yukon
Territory. The YQMA also governs the issuance of quartz mining licenses which
are long term licenses to produce minerals. Under the YQMA, title to Yukon
quartz mineral claims can only be held by individuals or Yukon corporations.
Because of this regulation, Glen MacDonald is holding the mineral claim in trust
for us until we can determine whether there are significant mineral reserves on
our claim. If we determine that there are significant mineral reserves on our
claim we will incorporate a Yukon subsidiary to hold title to the claim and Mr.
MacDonald will transfer the mineral claim to the subsidiary. The transfer will
be at no cost to us other than the costs associated with the incorporation of
the Yukon subsidiary.

The source for the geological data under the headings
Location, Infrastructure and Access,Physiography, Climate and
Vegetation, History of Exploration, Property Geology and Mineralization,
Rock Formation and Geological Report is the June, 2002 and April, 2004,
geological reports entitled Geological Report on the Wheaton River Property
(Peek 1-8 Mineral Claims; YC19158-YC19165) prepared by our consulting geologist,
W.G. Timmins.

Location, Infrastructure and Access

The Peek Claims cover a broad northwest trending ridge south of
Pugh Peak (referred to locally as "Gold Hill"), extending from the Wheaton River
to Hodnett Lakes. The property lies 40 km south of Whitehorse, the capital of
the Yukon Territory, at geographical coordinates 60 16'N latitude, 135 06'W
longitude, see Figure 1 below.

Whitehorse is a modern city with a population of 25,000, with
most services available for conducting mineral exploration. Daily scheduled
flights link the city with Vancouver, British Columbia, Edmonton, Alberta and
Fairbanks, Alaska.

The Peek Claims are accessible via an all-weather gravel and
paved government-maintained road system which includes a tidewater port road
link to Skagway, Alaska. The claims are linked by a secondary road with the Mt.
Skukum gold mill approximately 12.4 miles away.

11

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The Mount Skukum gold mill is a modern gold silver production
facility that is capable of producing both dore bars and metal concentrates
depending on the type of ore being processed. The mill is currently idle.

The Alaska and Klondike Highways, and the Wheaton River-Mount
Skukum all-season gravel road provide access to the area. A four-wheel drive
road follows Thompson Creek from the Wheaton Road to the property. Presently
access to the Peek Claims is on foot, by all terrain vehicles or by helicopter
because the road is closed by a slide. Further exploration of the property would
require approximately $2,000 of road construction work to make the road
accessible. We intend to initiate road construction work to make the road
accessible prior to commencing Phase IV of our recommended exploration program.
The Phase IV drilling program may only proceed if the results of Phases I, II
and III of our exploration program warrant additional exploration.

Power sources for the Peek Claims property presently consist of
portable generators brought onto the property.



12

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Physiography, Climate and Vegetation

The Wheaton River district lies in the Boundary Ranges of the
Coast Mountains, a rolling uplands area featuring prominent peaks and
steep-walled stream and river valleys. Glacial action has modified major river
valleys to deep U-shaped drainages with terrace and outwash deposits.
Topographically, the area becomes progressively more severe to the southwest,
culminating in 1.55 mile mountains and ice fields at the headwaters of the
Wheaton and Watson Rivers.

A maximum elevation of 6,069 feet is reached on the Peek claims
while the lowest lying feature nearby is Wheaton River at 2,900 feet. The claims
cover a barren northwest-trending ridge extending from the Wheaton River to
Hodnett Lakes. Outcrop is common on steep slopes descending from the rounded
ridge top. The effects of local alpine glaciation are evident on the northern
side of Pugh Peak, where cirques and tarns are present. The upland portion of
Gold Hill is a rolling grassy plain type of environment with outcrop of less
than 5%. Consequently most of the geological interpretation is based upon
bulldozer trenches to expose bedrock at depths of 6.56 to16.40 feet.

Southwestern Yukon has a dry sub-arctic climate, locally
modified by the Pacific Ocean. Summer temperatures average 12°C and annual
precipitation totals 15.74 inches. The exploration season lasts from May until
October.

Vegetation in the upland consists of dwarf grasses, moss and
lichen. Timber is restricted to the main valleys at elevations below 3,936
feet.

History of Exploration

The Peek Claims property has been progressively explored since
1983 with work to date including road construction, bulldozer trenching, grid
controlled geophysical, geochemical, and geological surveying and prospecting.

The Wheaton River/Lake Bennett district was first explored by
prospectors traveling along the major lakes and rivers of southwestern Yukon in
the early 1890's. More intensive exploration began in 1906 after the discovery
of free gold and gold-silver tellurides on Gold Hill. Wagon roads were built
along the Wheaton River, Thompson Creek and Stevens Creek to provide access to
numerous adits and pits on Mount Anderson. Limited mining of high grade gold and
silver bearing ore occurred on the Gold Reef vein at the northeastern end of
Gold Hill and on the Becker-Cochran (Whirlwind) property on the west face of
Mount Anderson.

From the mid-1920's to the late 1960's, little exploration of
significance took place. By the 1970's, many of the old showings were restaked
as an increase in the value of base and precious metals rekindled the interest
of prospectors and mining companies in the area. The Venus and Arctic mines
again operated on Montana Mountain between 1969 to 1971. The Venus Mine was
again rehabilitated during 1980 to 1981 and a new mill was installed at the
southern end of Windy Arm, but no ore was processed.

On the area covered by the Peek Claims, recent exploration
started in 1984 to 1985 when the Wheaton River Joint Venture performed
prospecting, grid development, mapping, geochemical and geophysical surveys,
bulldozer trenching and road building. Mineralized quartz veins and stockworks
were discovered in several locations along a five kilometre long ridge on the
claim property. The property was owned by the Wheaton River Syndicate from 1983
to 1986.

During 1987 and 1988 Ranger Pacific Minerals Ltd. and others
conducted additional geochemical and geophysical surveys. Also, blast trenching
work was undertaken to better define target zones previously identified and to
further explore the property. The Peek Claims property was owned by Ranger
Pacific Minerals Ltd. from 1987 to 1990.

During the period from 1991 to 2001, the property was owned by
Glen MacDonald of Vancouver, British Columbia. From 1991 to 2001 exploration
work on the property has included bulldozer trenching, road

13

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construction, geological mapping and prospecting. Exploration
work conducted from 1984 to 1998 covered most of the Gold Hill area, including
but not limited to, the area of the Peek Claims.

In 2001, we purchased a 100% interest in the Peek Claims from
Glen MacDonald by way of a purchase agreement dated November 2, 2001.

Although exploratory work on the claims conducted by prior
owners has indicated some potential showings of mineralization, we are uncertain
as to the reliability of these prior exploration results and thus we are
uncertain as to whether a commercially viable mineral deposit exists on our
mineral claims. Further exploration of these mineral claims is required before a
final determination as to their viability can be made.

Mineralization

Precious metal values to date have occurred on the Peek Claims
in two types of quartz veins: (i) quartz veins up to 6.5 feet wide in granite
and meta-sedimentary/metavolcanic rocks, and (ii) narrow quartz and/or
quartz-calcite veins in limestones, quartzites and schists; and silver occurs
disseminated in siliceous pyritic schist.

Quartz veins in the first group have a general northwest
orientation and are continuous over long distances. The Gold Reef vein on the
northwest end of Gold Hill is considered a typical example, and has been traced
by underground workings, and surface pits for over 984 feet where the average
width has been 5 feet.

Quartz and quartz-calcite veins appear less continuous and have
more random orientations. They are generally spatially related to Eocene
intrusive rocks.

Alteration and accessory minerals present around the vein
systems include clays (kaolinite, alunite) black and green chalcedonic breccias,
fluorite, barite, pyrite and hematite. Carbonatization is common in andesitic
rocks near veins, and carbonatization and massive chloritization are present in
the shear zones in andesitic rocks.

Mineralization on the Peek Claims occurs as either of the
following veins and siliceous stockworks:

|1. | Epithermal gold-silver veins associated with
      northeast-trending normal faults hosted with bi-modal calc-alkaline
      andesitic volcanics of the Skukum Group and associated with Eocene
      rhyolite porphyry dykes outside the volcanic complex.       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                   
|2. | Gold-silver and telluride bearing quartz veins spatially
      related to the "Tally-Ho Shear Zone", sheared and chloritized mafic
      volcanic rocks and nearby sheared or unsheared granitic rocks and Jurassic
      Laberge Group arkosic sedimentary rocks.

Present Condition of the Property and Current State of
Exploration

We are presently proceeding with the exploration of the Peek
Claims to determine whether there are commercially exploitable reserves of gold
and silver or other metals. Our geologist, Mr. W. Timmins, has recommended a
four phase exploration program on the Peek Claims. The first phase, which
consisted of a geological review of prior exploration work on the Peek Claims,
was completed in the summer of 2002 at a cost of $5,000.

Phase I  Exploration Program Results

The results of our Phase I exploration program delineated three
main zones of mineralization in addition to other mineralized showings that
warrant additional exploration work. The three main mineralization zones
identified by our geologist are described as follows:

| | (i) | the North grid, containing moderate gold-silver and
      silver-lead soil geochemical anomalies and include intense "spot"
      highs;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------

14

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| | (ii)  | the north end of Gold Hill which has a moderate to strong
      VLF-EM conductor and significant gold and silver values in quartz veins
      carrying galena and tetrahedrite occurring in the gully at the north end
      of Gold Hill and in float trains on the ridge top of Gold Hill;
  and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                   
| | (iii) | the south end of Gold Hill, in which gold-silver bearing
      galena and tetrahedrite mineralization has been
  identified.                                                                                                                                                                      

Our geologist concluded that the results of Phase I warranted a
further program of exploration.

Phase II  Exploration Program Results

The second phase consisting of detailed geophysical surveys
utilizing new and more sensitive geophysical techniques to enhance the data that
currently exists on the claims focused specifically upon the presently known
areas which our consultant has indicated may host minerals. The second phase
consisting of a detailed field examination and study of known mineral zones
including localized geophysical surveys was completed in late 2003. We received
a geological report on the results of Phase II in April, 2004.

The results of our Phase II exploration program confirmed the
anomaly concerning the gold-silver bearing galena and tetrahedrite
mineralization developing along the contacts on the north and south ends of Gold
Hill. The anomaly was confirmed in the more detailed vector geophysics survey
and warrants further exploration according to our geologist. Our geologist
concluded that the results of Phase II confirm that the geological review which
identified area warranted a further program of exploration. The report
recommends further evaluation of data obtained from the detailed geophysical
surveying conducted on presently known mineralized areas during Phase II, which
demonstrated that these areas have a geophysical signature that could indicate
an unseen depth or length extent, and further geological surveying and sampling
of the same to identify and confirm targets for the Phase IV drilling.

Phase III  Exploration Program Results

From June 23  June 27, 2005 our geologist visited the Peek
Claims property to conduct testing on areas of interest indicated by the
previous phase of our geological program for prospective gold-silver
mineralization. New showings were located and sampled. The samples have been
submitted for analysis and a summary report will be prepared upon receipt of the
assay results. We expect to receive a final geologists report containing the
assay results of Phase III and a recommendation on whether to proceed with Phase
IV of our work program in late 2005 to early 2006.

In the event that we proceed with Phase IV of our exploration
program, we will implement a drilling program expected to take place over a
period of two weeks, which will target any mineralized zones or zones of
interest identified in our Phase I, II and III exploration results. The results
of any drilling will be used to assess whether further geological exploration
and drilling of identified mineralized areas is warranted. The funding required
for the drilling program and our ability to complete the drilling program will
be dependent on the amount of funds we have available for exploration and our
exploration priorities.

Peek Claim Status

The Peek claims are located in the Whitehorse Mining District
of Yukon Territory. The property consists of eight claims as detailed in Table 1
below. Claims such as these are administered under the provisions of the YQMA by
the supervising mining recorder located in Whitehorse. An annual exploration
expenditure of $80 per claim is required by the YQMA to maintain the claims in
good standing. Alternatively an annual payment of $80 per claim in lieu of work
is sanctioned by the YQMA to maintain claims in good standing. Our annual cost
of compliance with the YQMA is presently approximately $336 per year.

Table 1 - Claim Status

Claim Name
    Grant Numbers
    Current Expiry DatePEEK 1-8
    YC 19158  165
    August 19, 2005


15

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ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

None.

16

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

No Public Market for Common Stock

There is presently no public market for our common stock. We
are presently applying for trading of our common stock on the OTC Bulletin
Board. However, we can provide no assurance that our shares will be traded on
the OTC Bulletin Board or, if traded, that a public market will materialize.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the SEC, which: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and
secondary trading; (b) contains a description of the broker's or dealer's duties
to the customer and of the rights and remedies available to the customer with
respect to a violation to such duties or other requirements of Securities' laws;
(c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the
bid and ask price; (d) contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and (f) contains such other
information and is in such form as the SEC requires by rule or regulation. The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer: (a) with bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer's account.

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

Holders of Common Stock

As of February 28, 2006, we had fifty seven (57) stockholders
of record holding 12,146,667 of our issued and outstanding shares of common
stock.

Dividends

We have not declared any dividends on our common stock since
our inception. There are no dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of Incorporation or bylaws.
Chapter 78 of the Nevada Revised Statutes (the NRS), does provide certain
limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of
the NRS prohibits us from declaring dividends where, after giving effect to the
distribution of the dividend:

|(a) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                          
|(b) | except as may be allowed by our Articles of
      Incorporation, our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the

17

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| | time of the distribution, to satisfy
      the preferential rights upon dissolution of stockholders who may have
      preferential rights and whose preferential rights are superior to those
      receiving the distribution.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

Recent Sales Of Unregistered Securities

We have not completed any sales of securities without
registration pursuant to the Securities Act of 1933 during the fiscal year ended
November 30, 2005 that have not been reported on our Quarterly Reports on Form
10-QSB during the year.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

PLAN OF OPERATION

Our business plan is to proceed with the exploration of the
Peek Claims to determine whether there are commercially exploitable reserves of
gold and silver or other metals. The first phase of our exploration program,
which consisted of a geological review of prior exploration work on the Peek
Claims, was completed in the summer of 2002 at a cost of $5,000. Phase II of the
recommended geological exploration program cost $10,000 and was completed in
late 2003. Based on the results of Phase II of our exploration program, we
proceeded with Phase III of our exploration program which was substantially
completed during the summer exploration season of 2005. We expect to receive a
final geologists report containing the assay results of Phase III and a
recommendation on whether to proceed with Phase IV of our work program in late
2005 to early 2006.

Once we receive results from Phase III of our exploration
program, we will assess whether to proceed to any further exploration phases. In
making this determination, we will make an assessment as to whether the results
from our exploration program are sufficiently positive to enable us to obtain
the financing necessary to proceed. Mr. Timmins, our independent geologist, is
expected to issue a recommendation on whether to proceed with a Phase IV
drilling program based on his review of the assay results and geophysical survey
data compiled from Phases III of our exploration program. Our decision to
proceed to Phase IV of our exploration program will be made based on factors
such as the final assay results and the recommendations of our geologist, the
grades of any mineralization found, the size and extent of the mineralized
zones, and the strength of metal prices in international markets. The
expenditures made by us in the exploration of our mineral claim may not result
in the discovery of mineral deposits. Problems such as unusual or unexpected
formations and other conditions are involved in mineral exploration and often
result in unsuccessful exploration efforts. If the results of exploration do not
reveal viable commercial mineralization, we may decide to abandon our claim and
acquire new claims for new exploration. The acquisition of additional claims
will be dependent upon our possessing sufficient capital resources at the time
in order to purchase such claims. If no funding is available, we may be forced
to abandon our operations. This assessment will include an assessment of our
cash reserves after the completion of Phase III, the price of minerals and the
market for financing of mineral exploration projects at the time of our
assessment.

At present we have not established that minerals exist on our
property of a type and in a quantity and concentration that would warrant
commercial mining. There can be no assurance that commercially viable mineral
deposits will be found to exist on our properties, or that we will be able to
design a commercially viable process to extract the precious metals. If a
significant precious metal zone can be outlined on the Peek Claims property, the
Mt. Skukum milling and mining operation, located approximately 20 kilometers
from the Peek Claims, would be available to act as project operator for our
milling and mining requirements.

During this exploration stage, our president will only be
devoting approximately five hours per week of his time to our business. We do
not foresee this limited involvement as negatively impacting our company over
the next twelve months as all exploratory work is being performed by our
geological consultant, Mr. Timmins, who contracts with appropriately experienced
parties to complete work programs. If, however, the demands of our business
require more business time of Mr. Branson, such as raising additional capital or
addressing unforeseen issues with regard to our exploration efforts, he is
prepared to adjust his timetable to devote more time to our business. However,
Mr. Branson may not be able to devote sufficient time to the management of our
business, as and when needed.

18

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We anticipate that we will incur over the next twelve months
the following expenses:

Category
      Planned Expenditures over the Next
        Twelve Months 
        (US$)Professional Fees
    $20,000Office Expenses
    $5,000Mineral Exploration Expenses
    $5,000TOTAL
    $30,000


Our total expenditures over the next twelve months are
anticipated to be approximately $30,000, the majority of which is due to
general, legal, accounting and administrative expenses associated with our
becoming a reporting issuer under the Exchange Act. We do not have plans to
purchase any significant equipment during the next twelve months. After the
twelve month period, and in the event we decide to proceed with Phase IV of our
exploration program which is estimated to cost $120,000, we will need to obtain
additional financing for any operational or exploratory expenses. To date, we
have expended a total of $17,500 on the first and second phases of our
exploration program.

As at February 28, 2006, we had cash of $7,831. We do not
expect our business to achieve profitability in the near future as we expect to
continue to incur substantial product development, marketing and operating
expenses. We will require additional funding in the event we proceed with Phase
IV of our exploration program which is estimated to cost $120,000. However, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to fund our estimated
production and marketing costs. We believe that debt financing will not be an
alternative for funding. The risky nature of this enterprise and lack of
tangible assets places debt financing beyond the credit-worthiness required by
most banks or typical investors of corporate debt until such time we locate
mineral reserves on our mineral claims. We presently do not have any
arrangements in place for any future equity financing.

Currently, we do not have any financing arrangements in place
and there is no assurance that we will be able to obtain sufficient financing in
order to proceed beyond Phase III of our exploration program. If we do not
obtain the necessary financing, then our plan of operation will be scaled back
according to the amount of funds available. The inability to raise the necessary
financing will severely restrict our ability to continue exploration programs as
necessary.

RESULTS OF OPERATIONS

|Summary                             |                              |         |                      
|----------------------------------- | ---------------------------- | ------- | ---------------------
|                                    | Year
      Ended November 30
|                                    |                              |         | Percentage           
|                                    | 2005                         | 2004    | Increase / (Decrease)
|Revenue                             | --                           | --      | N/A                  
|General and Administrative Expenses | $26,580                      | $19,057 | 39%                  
|Net Comprehensive Loss              | $26,580                      | $19,057 | 39%                  

Revenue

We intend to generate revenue through the sale and production
of precious metals, including gold and silver, and/or commercial metals found on
our property. In the event that the results of our geological exploration
program indicate that our mineral claims contain commercially exploitable
mineral deposits we intend to build a mining and milling operation that will
separate the valuable precious metals, gold and silver, from the waste rock into
a saleable product that will be purchased for final refining by the Canadian
Mint, Handy and Harman and MidStates Refinery or other refineries that are
willing to pay 98% of the precious metal content to the miner. The cost to
develop the reserves by drilling is estimated to be approximately $500,000 to
$2,000,000.

19

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Depending on the mining process and mining rate the cost to
develop the operations and market the mineral products is estimated to cost
between $5,000,000 and $25,000,000. We anticipate that funding for the sale and
production of the minerals will be in the form of equity financing from the sale
of our common stock.

General and Administrative Expenses

Our general and administrative expenses for the years ended
November 30, 2005 and November 30, 2004 consisted of the following:

|                                                 | Year Ended November 30
|------------------------------------------------ | ----------------------
|                                                 | 2005                  
|
|Amortization expense                             | $80                   
|Exploration costs                                | -                     
|Filing fees and regulatory                       | 1,029                 
|(Gain) Loss on foreign exchange                  | (60)                  
|Mineral property acquisition payment             | -                     
|Mineral property option payments                 | 850                   
|Office and sundry                                | 6,420                 
|Professional fees                                | 18,261                
|Total General and Administrative 
      Expenses | $26,580               
|

Our general and administrative expenses for the year ended
November 30, 2005 were greater than our general and administrative expenses for
the same period in 2004, primarily due to the fact that there was an increase in
office expenses during the last fiscal year and a marginal increase in
professional fees from $16,898 during the year ended November 30, 2004 to
$18,261 during the comparative period in 2005.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                                   |                      |                        |                                        
|------------------------------------------------- | -------------------- | ---------------------- | ---------------------------------------
|                                                  | At November 30, 2005 | At November 30, 2004   | Percentage 
      Increase / (Decrease)
|
|Current Assets                                    | $24,962              | $51,233                | (51.3)%                                
|Current Liabilities                               | 11,281               | 12,579                 | (10.4)%                                
|Working Capital (Deficit)                         | $13,681              | $38,654                | (64.7)%                                
|                                                  |                      |                        |                                        
|Cash Flows                                        |                      |                        |                                        
|                                                  |                      | Year Ended November 30
|                                                  |                      | 2005                   | 2004                                   
|Cash Flows Used In Operating Activities           | $(26,848)            | $(15,789)             
|Cash Flows Used In Investing Activities           | (2,873)              | -                     
|Cash Flows Provided By Financing
      Activities | 4,400                | -                     
|Net Increase (Decrease) In Cash During Period     | $(25,321)            | $(15,789)             

20

---

As at February 28, 2006, we had cash of $7,831 and pre-paid
expenses of $2,500. The decreases in our working capital surplus at November 30,
2005 from our year ended November 30, 2004, and the decreases in our cash used
during the periods ended on November 30, 2005, from the comparable periods of
the preceding fiscal year are primarily a result of the increase in our
professional fees paid in connection with preparing and filing our Registration
Statement on Form SB-2 and the amendments thereto and from the fact that we had
no revenue or sources of financing during the period ended November 30,
2005.

Future Financing

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing for to fund our planned
business activities.

We presently do not have any arrangements for additional
financing for exploration work beyond Phase III of our exploration program, and
no potential lines of credit or sources of financing are currently available for
the purpose of proceeding with exploration work beyond Phase III of our
exploration program.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to our stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 2 to the audited financial statements included in this Annual
Report.

Exploration Stage Enterprise

The Companys financial statements are prepared using the
accrual method of accounting and according to the provisions of Statement of
Financial Accounting Standards No. 7 (SFAS 7), Accounting and Reporting
for Development Stage Enterprises, as it devotes substantially all of its
efforts to acquiring and exploring mineral properties. Until such properties are
acquired and developed, the Company will continue to prepare its financial
statements and related disclosures in accordance with entities in the
exploration stage.

Mineral Property Acquisition Payments and Exploration
Costs

The Company follows a policy of expensing exploration
expenditures until a production decision is made in respect of the project and
the Company is reasonably assured that it will receive regulatory approval to
permit mining operations which may include the receipt of a legally binding
project approval certificate.

Management periodically reviews the carrying value of its
investments in mineral leases and claims with internal and external mining
related professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific assessments of
mineral deposits, anticipated future mineral prices, anticipated future costs of
exploring, developing and operating a production mine, the

21

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expiration term and ongoing expenses of maintaining mineral
properties and the general likelihood that the Company will continue exploration
on such project. The Company does not set a pre-determined holding period for
properties with unproven deposits, however, properties which have not
demonstrated suitable metal concentrations at the conclusion of each phase of an
exploration program are re-evaluated to determine if future exploration is
warranted, whether there has been any impairment in value and that their
carrying values are appropriate.

If an area of interest is abandoned or it is determined that
its carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of abandonment or determination
of value. The amounts recorded as mineral leases and claims represent costs to
date and do not necessarily reflect present or future values.

The Companys exploration activities and proposed mine
development are subject to various laws and regulations governing the protection
of the environment. These laws are continually changing, generally becoming more
restrictive. The Company has made, and expects to make in the future,
expenditures to comply with such laws and regulations.

The accumulated costs of properties that are developed on the
stage of commercial production will be amortized to operations through
unit-of-production depletion.

Impaired Asset Policy

The Company periodically reviews its long-lived assets when
applicable to determine if any events or changes in circumstances have
transpired which indicate that the carrying value of its assets may not be
recoverable, pursuant to guidance established in Statement of Financial
Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or
Disposal of Long-lived Assets. The Company determines impairment by
comparing the undiscounted future cash flows estimated to be generated by its
assets to their respective carrying amounts. If impairment is deemed to exist,
the assets will be written down to fair value.

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses for the reporting
period. Actual results could differ from these estimates.

Foreign Currency Translation

Our functional currency is the U.S. dollar. Transactions in
foreign currency are translated into U.S. dollars as follows:

i) monetary items at the rate
prevailing at the balance sheet date;ii) non-monetary items at the
historical exchange rate; and iii) revenue and expense at the average rate
in effect during the applicable accounting period.

Comprehensive Income

The Company has adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. When applicable, the Company would disclose
this information on its Statement of Stockholders Equity. Comprehensive income
comprises equity except those resulting from investments by owners and
distributions to owners. The Company has not had any significant transactions
that are required to be reported in other comprehensive income

22

---

Basic and Diluted Loss Per Share

In accordance with SFAS No. 128  Earnings Per Share,
the basic loss per common share is computed by dividing net loss available to
common stockholders by the weighted average number of common shares outstanding.
At November 30, 2005 and 2004, we have no stock equivalents that were
anti-dilutive and excluded from the earnings per share computation.

Environmental Protection and Reclamation Costs

The operations of the Company have been, and may in the future
be affected from time to time in varying degrees by changes in environmental
regulations, including those for future removal and site restorations costs.
Both the likelihood of new regulations and their overall effect upon the Company
may vary from region to region and are not predictable.

Environmental expenditures that relate to ongoing environmental
and reclamation programs are charged against statements of operations as
incurred or capitalized and amortized depending upon their future economic
benefits. The Company does not currently anticipate any material capital
expenditures for environmental control facilities because its property holding
is at an early stage of exploration.

RISKS AND UNCERTAINTIES

We have yet to attain profitable operations and because we
will need additional financing to fund our exploration activities, our
accountants believe there is substantial doubt about our ability to continue as
a going concern.

We have incurred a net loss of $113,926 for the period from
October 17, 2001 (inception) to November 30, 2005, and have no revenues to date.
Our future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claims. These factors
raise substantial doubt that we will be able to continue as a going concern.

If we do not obtain additional financing, our business will
fail.

In order for us to perform any further exploration or extensive
testing we may need to obtain additional financing. As at February 28, 2006, we
had cash of $7,831. We currently do not have any income. Our business plan calls
for significant expenses in connection with the exploration of our mineral
claims. We will require additional financing if further exploration programs are
necessary. We will require additional financing to sustain our business
operations if we are not successful in earning revenues once our exploration is
complete.

Because our sole executive officer does not have formal
training specific to the technicalities of mineral exploration, there is a
higher risk our business will fail.

Mr. Marc Branson, our sole executive officer and director, does
not have formal training as geologist and lacks the technical training and
experience in managing an exploration company. Additionally, Mr. Branson has
never managed any company involved in starting or operating a mine. With no
direct training or experience in these areas, our management may not be fully
aware of many of the specific requirements related to working within this
industry. Our decisions and choices may not take into account standard
engineering or managerial approaches mineral exploration companies commonly use.
Consequently, our operations, earnings, and ultimate financial success could
suffer irreparable harm due to our lack of experience in this industry.

Because of the unique difficulties and uncertainties
inherent in the mineral exploration business, we face a high risk of business
failure.

Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in

23

---

light of the problems, expenses, difficulties, complications
and delays encountered in connection with the exploration of the mineral
properties that we plan to undertake. These potential problems include, but are
not limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates.

Because we anticipate our operating expenses will increase
prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of our mineral claims and the production of minerals thereon, if
any, we will not be able to earn profits or continue operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and we may not be able to generate any operating revenues or
ever achieve profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.

Because of the speculative nature of exploration of mineral
claims, there is substantial risk that no commercially exploitable minerals will
be found and this business will fail.

We have just begun the initial stages of exploration of our
mineral claims, and thus have no way to evaluate the likelihood that we will be
able to operate the business successfully. The search for valuable minerals as a
business is extremely risky. Our mineral claims may not contain commercially
exploitable deposits of gold and silver. Exploration for minerals is a
speculative venture necessarily involving substantial risk. The expenditures to
be made by us in the exploration of the mineral claims may not result in the
discovery of commercial quantities of ore. Problems such as unusual or
unexpected formations and other conditions are involved in mineral exploration
and often result in unsuccessful exploration efforts. In such a case, we would
be unable to complete our business plan.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. The payment of such liabilities may have a
material adverse effect on our financial position.

Because access to our mineral claims may be restricted by
inclement weather, we may be delayed in our exploration and any future mining
efforts.

Access to the Peek mineral claim may be restricted through some
of the year due to weather in the area. The property is in the Yukon Territory,
an area which experiences sub-arctic temperatures during much of the year.
During the winter months, heavy snowfall and extreme low temperatures make it
difficult if not impossible to undertake work programs. As a result, any attempt
to test or explore the property is largely limited to the times when weather
permits such activities. Generally speaking, the most efficient time for us to
conduct our work programs will be during the May to October period. These
limitations can result in significant delays in exploration efforts, as well as
mining and production in the event that commercial amounts of minerals are
found. Such delays can have a significant negative effect on our results of
operations.

Because our president has only agreed to provide his
services on a part-time basis, he may not be able or willing to devote a
sufficient amount of time to our business operations, causing our business to
fail.

Mr. Branson, our president, is also a director and officer of
Moto Ergonomics Ltd., a consumer electronics company. Because we are in the
early stages of our business, Mr. Branson devotes approximately five hours per
week to our companys affairs. If the demands of our business require the full
business time of Mr. Branson, he is prepared to adjust his timetable to devote
more time to our business. However, Mr. Branson

24

---

may not be able to devote sufficient time to the management of
our business, as and when needed. It is possible that the demands of Mr.
Bransons other interests will increase with the result that he would no longer
be able to devote sufficient time to the management of our business. Competing
demands on Mr. Bransons time may lead to a divergence between his interests and
the interests of other stockholders.

Because our president, Mr. Marc Branson, owns 49% of our
outstanding common stock, investors may find that corporate decisions influenced
by Mr. Branson are inconsistent with the best interests of other
stockholders.

Mr. Branson is our sole director and executive officer. He owns
49% of the outstanding shares of our common stock. Accordingly, he will have a
significant influence in determining the outcome of all corporate transactions
or other matters, including mergers, consolidations and the sale of all or
substantially all of our assets, and also the power to prevent or cause a change
in control. The interests of Mr. Branson may differ from the interests of the
other stockholders. Factors which could cause the interests of Mr. Branson to
differ from the interest of other stockholders include his ability to devote the
time required run a mineral exploration company.

If we do not obtain clear title to our mineral claims, our
business may fail.

Under Yukon law, title to Yukon quartz mineral claims can only
  be held by individuals or Yukon corporations. Since we are a Nevada corporation
  we are not legally allowed to hold claims in the Yukon. Our mineral claim is
  being held in trust for us by Glen MacDonald, the vendor of our Peek Claims
  and the recorded title holder to the Peek Claims. If we confirm significant
  mineral reserves exist on our mineral claim we intend to incorporate a Yukon
  subsidiary to hold title the mineral claim and Mr. MacDonald will transfer the
  claim to the subsidiary. Until we can confirm significant mineral reserves on
  the Peek Claims, Mr. MacDonald is holding the claims in trust for us. However,
  there could be situations such as the death of Mr. MacDonald that could interfere
  with our ability to obtain clear title to the mineral claims. If we are unable
  to obtain clear title to the mineral claims our business will likely fail and
  investors may lose their entire investment in Texada.

Our independent auditor believes there is substantial doubt
that we can continue as a going concern which, if true, raises substantial doubt
that a purchaser of our common stock will receive a return on his or her
investment. We have incurred a net loss of $113,926 or the period from October
17, 2001 (inception) to November 30, 2005, and will likely continue to incur
further losses as we continue our exploration program. Our future is dependent
upon our ability to obtain financing and upon future profitable operations from
the development of our mineral properties. If we are not able to continue as a
going concern it is likely any holder of our common stock will lose his or her
investment in that stock.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration or exploitation. We will be subject to the YQMA as
we carry out our exploration program. An annual exploration expenditure of $80
per claim is required by the YQMA to maintain the claims in good standing.
Alternatively an annual payment of $80 per claim in lieu of work is sanctioned
by the YQMA to maintain claims in good standing. We may be required to obtain
work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these regulations. While our
planned exploration program budgets for regulatory compliance, there is a risk
that new regulations could increase our costs of doing business and prevent us
from carrying our exploration program. Our annual cost of compliance with the
YQMA is presently approximately $336 per year.

As we undertake exploration of our mineral claims, we will be
subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

We may conduct further offerings in the future in which case
current shareholdings will be diluted.

We may conduct further equity offerings in the future to
finance our current projects or to finance subsequent projects that we decide to
undertake. If common stock is issued in return for additional funds, the price
per

25

---

share could be lower than that paid by our current
stockholders. The result of this could reduce the value of the stock of our
shareholders. If we issue additional stock, shareholders percentage interest in
us will be lower. This condition is often referred to as "dilution".

As our business assets and our directors and officers are
located outside of the United States, investors may be limited in their ability
to enforce civil actions against our assets or our directors and
officers.

Our Companys business assets are located in Canada and our
directors and officers are residents of Canada. Consequently, it may be
difficult for United States investors to effect service of process within the
United States upon our assets or our directors or officers, or to realize in the
United States upon judgments of United States courts predicated upon civil
liabilities under U.S. Federal Securities Laws. There is substantial doubt
whether an original action could be brought successfully in Canada against any
of our assets or our directors and officers predicated solely upon such civil
liabilities.

26

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ITEM 7. FINANCIAL STATEMENTS.

|Index to Financial Statements:                                         | Page                                                                                                                                                            
|---------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                       |                                                                                                                                                                 
|Audited financial
      statements as of November 30, 2005, including: |                                                                                                                                                                 
|                                                                       |                                                                                                                                                                 
|1.                                                                     | Report of Independent Registered Accounting
      Firm;                                                                                                         
|                                                                       |                                                                                                                                                                 
|2.                                                                     | Balance Sheets as of November 30, 2005
      and 2004;                                                                                                          
|                                                                       |                                                                                                                                                                 
|3.                                                                     | Statements of Operations for
      the year ended November 30, 2005 and for the period from October 17, 2001
      (date of inception) to November 30, 2004;    
|
|                                                                       |                                                                                                                                                                 
|4.                                                                     | Statements of Cash Flows for the
      year ended November 30, 2005 and for the period from October 17, 2001 (date
      of inception) to November 30, 2004; and
|
|                                                                       |                                                                                                                                                                 
|5.                                                                     | Statement of Stockholders
      Equity (Deficiency) from October 17, 2001 (date of inception) to November
      30, 2005;                                      
|
|                                                                       |                                                                                                                                                                 
|6.                                                                     | Notes to the Financial Statements.                                                                                                                              

27

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|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|                              
|FINANCIAL STATEMENTS          
|                              
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

F-1

---

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**To the Board of Directors and Stockholders of
  Texada Ventures Inc.
  (An Exploration Stage Company)**

We have audited the accompanying balance sheets of Texada Ventures Inc. (An
  Exploration Stage Company) as at November 30, 2005 and 2004 the related statements
  of operations, changes in stockholders’ equity and cash flows for the
  period from October 17, 2001 (inception) to November 30, 2005. These financial
  statements are the responsibility of the Company’s management. Our responsibility
  is to express an opinion on these financial statements based on our audit. We
  did not audit the Company’s financial statements as of and for the year
  ended November 30, 2003, and the cumulative data from October 17, 2001 (inception)
  to November 30, 2003 in the statements of operations, stockholders’ equity
  and cash flows, which were audited by other auditors whose report, dated October
  6, 2004, which expressed an unqualified opinion, has been furnished to us. Our
  opinion, insofar as it relates to the amounts included for cumulative data from
  October 17, 2001 (inception) to November 30, 2003, is based solely on the report
  of the other auditors.

We conducted our audits in accordance with the standards of the Public Company
  Accounting Oversight Board (United States). Those standards require that we
  plan and perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement. The Company is not required
  to have, nor were we engaged to perform, an audit of its internal control over
  financial reporting. Our audit included consideration of internal control over
  financial reporting as a basis for designing audit procedures that are appropriate
  in the circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of the Company’s internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements, assessing the accounting principles used and significant estimates
  made by management, as well as evaluating the overall financial statement presentation.
  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly,
  in all material respects, the financial position of Texada Ventures Inc. (An
  Exploration Stage Company) as at November 30, 2005 and 2004, and the results
  of its operations and its cash flows for the period from October 17, 2001 (inception)
  to November 30, 2005 in conformity with accounting principles generally accepted
  in the United States of America.

The accompanying financial statements have been prepared assuming the Company
  will continue as a going concern. As described in Note 1 to the financial statements,
  the Company’s operating losses raise substantial doubt about its ability
  to continue as a going concern. Management’s plans in regard to this matter
  are also described in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

| | **/s/ TELFORD SADOVNICK, P.L.L.C. 
      CERTIFIED PUBLIC ACCOUNTANTS**
| | -----------------------------------------------------------------------

Bellingham, Washington
  February 24, 2006

F-2

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Stated in U.S. Dollars)      

|                                                        |   | NOVEMBER 30 |  
|------------------------------------------------------- | - | ----------- | -
|                                                        |   | 2005        |  
|                                                        |   |             |  
|ASSETS                                                  |   |             |  
|                                                        |   |             |  
|Current                                                 |   |             |  
|Cash                                                    | $ | 22,462      |  
|Prepaid expenses                                        |   | 2,500       |  
|Advances to related parties                             |   | -           |  
|                                                        |   | 24,962      |  
|                                                        |   |             |  
|Office Equipment                                        |   | 2,793       |  
|                                                        |   |             |  
|                                                        | $ | 27,755      |  
|                                                        |   |             |  
|LIABILITIES                                             |   |             |  
|                                                        |   |             |  
|Current                                                 |   |             |  
|Accounts payable and accrued liabilities                | $ | 11,281      |  
|                                                        |   |             |  
|STOCKHOLDERS EQUITY                                    |   |             |  
|                                                        |   |             |  
|Common Stock                                            |   |             |  
|Authorized:                                             |   |             |  
|100,000,000 voting common shares with a par value of    |   |             |  
|$0.001 per share                                        |   |             |  
|100,000,000 preferred shares with a par value of $0.001 |   |             |  
|per share                                               |   |             |  
|                                                        |   |             |  
|Issued:                                                 |   |             |  
|12,146,667 common shares at November 30, 2005 and       |   |             |  
|12,000,000 common shares at November 30, 2004           |   | 12,147      |  
|                                                        |   |             |  
|Additional paid-in
      capital                        |   | 118,253     |  
|                                                        |   |             |  
|Deficit Accumulated During The Exploration
      Stage  |   | (113,926    | )
|                                                        |   |             |  
|                                                        |   | 16,474      |  
|                                                        |   |             |  
|                                                        | $ | 27,755      |  

Contingency, Commitments And Contractual Obligations(Note 9)

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

F-3

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF OPERATIONS      
|(Stated in U.S. Dollars)      

|                                       |   |             |   |   |             |   |   | CUMULATIVE  | 
|-------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | 
|                                       |   |             |   |   |             |   |   | PERIOD FROM | 
|                                       |   |             |   |   |             |   |   | INCEPTION   | 
|                                       |   |             |   |   |             |   |   | OCTOBER 17  | 
|                                       |   | YEARS ENDED |   |   | 2001 TO     |  
|                                       |   | NOVEMBER 30 |   |   | NOVEMBER 30 |  
|                                       |   | 2005        |   |   | 2004        |   |   | 2005        | 
|                                       |   |             |   |   |             |   |   |             | 
|Revenue                                | $ | -           |   | $ | -           |   | $ | -           | 
|                                       |   |             |   |   |             |   |   |             | 
|Expenses                               |   |             |   |   |             |   |   |             | 
|Amortization expense                   |   | 80          |   |   | -           |   |   | 80          | 
|Exploration costs                      |   | -           |   |   | -           |   |   | 17,500      | 
|Filing fees and regulatory             |   | 1,029       |   |   | 1,731       |   |   | 4,820       | 
|(Gain) Loss on foreign
      exchange  |   | (60         | ) |   | 347         |   |   | 287         | 
|Mineral property acquisition payment   |   | -           |   |   | -           |   |   | 2,500       | 
|Mineral property
      option payments |   | 850         |   |   | -           |   |   | 850         | 
|Office and sundry                      |   | 6,420       |   |   | 81          |   |   | 10,178      | 
|Professional fees                      |   | 18,261      |   |   | 16,898      |   |   | 77,711      | 
|                                       |   |             |   |   |             |   |   |             | 
|Net Loss For The Period                | $ | 26,580      |   | $ | 19,057      |   | $ | 113,926     | 
|                                       |   |             |   |   |             |   |   |             | 
|                                       |   |             |   |   |             |   |   |             | 
|Basic And Diluted Loss Per Common      |   |             |   |   |             |   |   |             | 
|Share                                  | $ | (0.00       | ) | $ | (0.00       | ) |   |             | 
|                                       |   |             |   |   |             |   |   |             | 
|                                       |   |             |   |   |             |   |   |             | 
|Weighted Average Number Of Common      |   |             |   |   |             |   |   |             | 
|Shares Outstanding                     |   | 12,077,553  |   |   | 12,000,000  |   |   |             | 

|The accompanying notes are an integral part of these financial
      statements.
|--------------------------------------------------------------------------------
|                                                                                
|F-4                                                                             

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF CASH FLOWS      
|(Stated in U.S. Dollars)      

|                                            |   |             |   |   |             |   |   | CUMULATIVE  |  
|------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                            |   |             |   |   |             |   |   | PERIOD FROM |  
|                                            |   |             |   |   |             |   |   | INCEPTION   |  
|                                            |   |             |   |   |             |   |   | OCTOBER 17  |  
|                                            |   | YEARS ENDED |   |   | 2001 TO     |  
|                                            |   | NOVEMBER 30 |   |   | NOVEMBER 30 |  
|                                            |   | 2005        |   |   | 2004        |   |   | 2005        |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash Provided By (Used In)                  |   |             |   |   |             |   |   |             |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash Flows From Operating Activities        |   |             |   |   |             |   |   |             |  
|Net loss for the period                     | $ | (26,580     | ) | $ | (19,057     | ) | $ | (113,926    | )
|Item not involving
      cash:              |   |             |   |   |             |   |   |             |  
|Amortization                                |   | 80          |   |   | -           |   |   | 80          |  
|                                            |   |             |   |   |             |   |   |             |  
|                                            |   | (26,500     | ) |   | (19,057     | ) |   | (113,846    | )
|Changes in non-cash
      operating working |   |             |   |   |             |   |   |             |  
|capital items:                              |   |             |   |   |             |   |   |             |  
|Prepaid expense                             |   | (2,500      | ) |   | -           |   |   | (2,500      | )
|Advances to related parties                 |   | 3,450       |   |   | (3,450      | ) |   | -           |  
|Accounts payable and accrued liabilities    |   | (1,298      | ) |   | 6,718       |   |   | 11,281      |  
|                                            |   |             |   |   |             |   |   |             |  
|                                            |   | (26,848     | ) |   | (15,789     | ) |   | (105,065    | )
|                                            |   |             |   |   |             |   |   |             |  
|Cash Flows From Financing Activity          |   |             |   |   |             |   |   |             |  
|Issue of share capital                      |   | 4,400       |   |   | -           |   |   | 130,400     |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash Flows From Investing Activity          |   |             |   |   |             |   |   |             |  
|Office equipment
      purchase             |   | (2,873      | ) |   | -           |   |   | (2,873      | )
|                                            |   |             |   |   |             |   |   |             |  
|Net (Decrease) Increase In Cash             |   | (25,321     | ) |   | (15,789     | ) |   | 22,462      |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash, Beginning Of Period                   |   | 47,783      |   |   | 63,572      |   |   | -           |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash, End Of Period                         | $ | 22,462      |   | $ | 47,783      |   | $ | 22,462      |  
|                                            |   |             |   |   |             |   |   |             |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash Paid During The Period For:            |   |             |   |   |             |   |   |             |  
|Interest paid                               | $ | -           |   | $ | -           |   | $ | -           |  
|Income
      taxes paid                     |   | -           |   |   | -           |   |   | -           |  

|The accompanying notes are an integral part of these financial
      statements.
|--------------------------------------------------------------------------------
|                                                                                
|F-5                                                                             

---

|TEXADA VENTURES INC.                           
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|STATEMENT OF STOCKHOLDERS EQUITY              
|                                               
|PERIOD FROM DATE OF INCEPTION, OCTOBER 17, 2001
|TO NOVEMBER 30, 2005                           
|(Stated in U.S. Dollars)                       

|                          |  |               |  |   |             |  |   |            |  |   | DEFICIT     |   |   |         |  
|------------------------- |  | ------------- |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                          |  | COMMON STOCK  |  |   | ACCUMULATED |  |   |            | 
|                          |  | **NUMBER OF** |  |   |             |  |   | ADDITIONAL |  |   | DURING THE  |   |   |         |  
|                          |  | COMMON        |  |   | PAR         |  |   | PAID-IN    |  |   | EXPLORATION |   |   |         |  
|                          |  | SHARES        |  |   | VALUE       |  |   | CAPITAL    |  |   | STAGE       |   |   | TOTAL   |  
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, October 17,      |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|2001 (Date of inception)  |  | -             |  | $ | -           |  | $ | -          |  | $ | -           |   | $ | -       |  
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Shares issued for cash at |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|$0.001                    |  | 6,000,000     |  |   | 6,000       |  |   | -          |  |   | -           |   |   | 6,000   |  
|Net loss for the period   |  | -             |  |   | -           |  |   | -          |  |   | (4,254      | ) |   | (4,254  | )
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, November 30,     |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|2001                      |  | 6,000,000     |  |   | 6,000       |  |   | -          |  |   | (4,254      | ) |   | 1,746   |  
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Shares issued for cash at |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|$0.02                     |  | 6,000,000     |  |   | 6,000       |  |   | 114,000    |  |   | -           |   |   | 120,000 |  
|Net loss for the year     |  | -             |  |   | -           |  |   | -          |  |   | (21,106     | ) |   | (21,106 | )
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, November 30,     |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|2002                      |  | 12,000,000    |  |   | 12,000      |  |   | 114,000    |  |   | (25,360     | ) |   | 100,640 |  
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the year     |  | -             |  |   | -           |  |   | -          |  |   | (42,929     | ) |   | (42,929 | )
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, November 30,     |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|2003                      |  | 12,000,000    |  |   | 12,000      |  |   | 114,000    |  |   | (68,289     | ) |   | 57,711  |  
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the year     |  | -             |  |   | -           |  |   | -          |  |   | (19,057     | ) |   | (19,057 | )
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, November 30,     |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|2004                      |  | 12,000,000    |  |   | 12,000      |  |   | 114,000    |  |   | (87,346     | ) |   | 38,654  |  
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Shares issued for cash at |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|$0.03                     |  | 146,667       |  |   | 147         |  |   | 4,253      |  |   | -           |   |   | 4,400   |  
|Net loss for the year     |  | -             |  |   | -           |  |   | -          |  |   | (26,580     | ) |   | (26,580 | )
|                          |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, November 30,     |  |               |  |   |             |  |   |            |  |   |             |   |   |         |  
|2005                      |  | 12,146,667    |  | $ | 12,147      |  | $ | 118,253    |  | $ | (113,926    | ) | $ | 16,474  |  

|The accompanying notes are an integral part of these financial
      statements.
|--------------------------------------------------------------------------------
|                                                                                
|F-6                                                                             

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|1. | OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company was incorporated in the State of Nevada,
        U.S.A., on October 17, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        It is primarily engaged in the acquisition and exploration of mining properties.
        Upon location of a commercial minable reserve, the Company expects to
        actively prepare the site for its extraction and enter a development stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying financial statements have been prepared
        assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | As shown in the accompanying financial statements, the
        Company has incurred a net loss of $113,926 for the period from October
        17, 2001 (inception) to November 30, 2005, and has no revenue. The future
        of the Company is dependent upon its ability to obtain financing, to locate
        commercial minable reserves, and upon future profitable operations. As
        at November 30, 2005, management has no arrangements in place for any
        future equity financing to seek additional capital through a private placement
        and public offering of its common stock. The financial statements do not
        include any adjustments relating to the recoverability and classification
        of recorded assets, or the amounts of and classification of liabilities
        that might be necessary in the event the Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States. Because a precise determination of certain assets and liabilities
        may depend upon future events, the preparation of financial statements
        for a period necessarily involves the use of estimates which have been
        made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-7

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                 
|   | The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:
|   |                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                 
|   | c)                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                 

F-8

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           

F-9

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-10

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   | o)                                        
|   |                                           
|   |                                           
|   |                                           
|3. | RECENT ACOUNTING PRONOUNCEMENTS           
|   |                                           
|   | a)                                        

F-11

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|3. | RECENT ACOUNTING PRONOUNCEMENTS(Continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   | c)                                        
|   |                                           
|   | d)                                        

F-12

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|3. | RECENT ACOUNTING PRONOUNCEMENTS(Continued)                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                            
|   | e)                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                            
|   | f)                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                            
|   | g)                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                            
|4. | MINERAL PROPERTY INTEREST                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                            
|   | Pursuant to an agreement, dated November 2,
        2001, the Company acquired a 100% interest in eight mineral claims located
        in the Whitehorse Mining District, Yukon Territory, Canada for cash consideration
        of $2,500.
|   |                                                                                                                                                                                                                                            
|5. | OFFICE EQUIPMENT                                                                                                                                                                                                                           

| |                    |   |       |  |   | 2005         |  |   |          |  |   | 2004     | 
| | ------------------ | - | ----- |  | - | ------------ |  | - | -------- |  | - | -------- | 
| |                    |   |       |  |   | ACCUMULATED  |  |   | NET BOOK |  |   | NET BOOK | 
| |                    |   | COST  |  |   | AMORTIZATION |  |   | VALUE    |  |   | VALUE    | 
| |                    |   |       |  |   |              |  |   |          |  |   |          | 
| | Computer equipment | $ | 2,873 |  | $ | 80           |  | $ | 2,793    |  | $ | -        | 

F-13

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|6. | COMMON STOCK                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                             
|   | In the period ended November 30, 2001, the Company issued
        6,000,000 common shares at a price of $0.001 per share for total gross
        proceeds of $6,000.                                                                                                                        
|   |                                                                                                                                                                                                                                                                                             
|   | In the year ended November 30, 2002, the Company issued
        6,000,000 common shares at a price of $0.02 per share for total gross
        proceeds of $120,000.                                                                                                                         
|   |                                                                                                                                                                                                                                                                                             
|   | In the year ended November 30, 2005, the Company issued
        146,667 common shares at a price of $0.03 per share for total gross proceeds
        of $4,400.                                                                                                                             
|   |                                                                                                                                                                                                                                                                                             
|   | The Company has no stock option plan, warrants or other
        dilutive securities.                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                             
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                             
|   | Unless disclosed elsewhere in the financial statements,
        the following represents all significant balances and transactions entered
        into by the Company with its directors, shareholders or with companies
        related by virtue of common ownership or common directors:
|   |                                                                                                                                                                                                                                                                                             
|   | During the year ended November 30, 2005, the Companys
        director repaid advances of $3,450 (2004  $Nil). Accounts payable
        as at November 30, 2005 includes $1,950 (2004 - $Nil) owing to the director
        for expenses incurred on the Companys behalf.                
|   |                                                                                                                                                                                                                                                                                             
|   | These transactions were in the normal course of operations
        and were measured at the exchange amount, which represented the amount
        of consideration established and agreed to by the related parties.                                                                        
|   |                                                                                                                                                                                                                                                                                             
|8. | INCOME TAXES                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                             
|   | The provision for income taxes differs from the result
        which would be obtained by applying the statutory income tax rate of 34%
        (2004  34%) to income before income taxes. The difference results
        from the following items:                                        

| |                                             |   | 2005   |   |   | 2004   |  
| | ------------------------------------------- | - | ------ | - | - | ------ | -
| | Computed expected (benefit of) income taxes | $ | (9,000 | ) | $ | (6,500 | )
| | Increase in valuation allowance             |   | 9,000  |   |   | 6,500  |  
| |                                             | $ | -      |   | $ | -      |  

F-14

---

|TEXADA VENTURES INC.          
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|NOVEMBER 30, 2005 AND 2004    
|(Stated in U.S. Dollars)      

|8. | INCOME TAXES(Continued)                                                                   
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|   | Significant components of the Companys deferred
        income tax assets are as follows:

| |                           |   | 2005    |   |   | 2004    |  
| | ------------------------- | - | ------- | - | - | ------- | -
| | Deferred income tax asset | $ | 38,700  |   | $ | 29,700  |  
| | Valuation allowance       |   | (38,700 | ) |   | (29,700 | )
| |                           | $ | -       |   | $ | -       |  

| | The Company has incurred operating losses
      of approximately $113,900 which, if unutilized, will expire through to 2025.
      Future tax benefits, which may arise as a result of these losses, have not
      been recognized in these financial statements, and have been offset by a
      valuation allowance. The following table lists the fiscal year in which
      the loss was incurred and the expiration date of the operating loss carry
      forwards:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|

| |                                                 |   |         |  |  | EXPIRATION | 
| | ----------------------------------------------- | - | ------- |  |  | ---------- | 
| |                                                 |   |         |  |  | DATE OF    | 
| |                                                 |   |         |  |  | INCOME TAX | 
| |                                                 |   |         |  |  | OPERATING  | 
| |                                                 |   | NET     |  |  | LOSS CARRY | 
| |                                                 |   | LOSS    |  |  | FORWARDS   | 
| |                                                 |   |         |  |  |            | 
| | 2001                                            | $ | 4,300   |  |  | 2021       | 
| | 2002                                            |   | 21,100  |  |  | 2022       | 
| | 2003                                            |   | 42,900  |  |  | 2023       | 
| | 2004                                            |   | 19,000  |  |  | 2024       | 
| | 2005                                            |   | 26,600  |  |  | 2025       | 
| |                                                 |   |         |  |  |            | 
| | Total income tax operating loss carry forwards. | $ | 113,900 |  |  |            | 

|9. | CONTINGENCY, COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                     
|   | The Company has no significant commitments or contractual
        obligations with any parties respecting executive compensation, consulting
        arrangements or other matters. The company has no office premise or related
        commitment.

F-15

---

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act). Based on this evaluation, our principal executive officer and
principal financial officer have concluded that our disclosure controls and
procedures are, as of the date covered by this Annual Report, effective to
ensure that the information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

Changes In Internal Controls Over Financial
Reporting

In connection with the evaluation of our internal controls
during our last fiscal quarter, our principal executive officer and principal
financial officer have determined that there have been no changes to our
internal controls over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.

ITEM 8B. OTHER INFORMATION.

None.

28

---

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Set forth below is a brief description of the background and
business experience of our sole executive officer and director.

|Name of Director | Age | Position                          
|---------------- | --- | ----------------------------------
|Marc Branson     | 30  | President, Treasurer and Secretary

Mr. Marc Bransonhas been our president, secretary and
treasurer and the sole member of our board of directors since our inception.
From June 2001 to January 2002, Mr. Branson was a private consultant performing
management, and corporate development activities for Coastal Communications
Corp., a full-service financial consulting firm, and in his capacity has had the
opportunity to work closely with management and assist in the development of a
wide variety of business opportunities. From September 2001 to August 2002
worked for Gale Capital Corp, a full service financial consulting firm. Mr.
Branson provided various management and corporate development services to us as
a private consultant. From August 2002 to present, Mr. Branson has been working
for Moto Ergonomics Ltd. which is engaged in the Distribution and Marketing of
Consumer Electronics to North America. Mr. Branson is currently the VP of
Corporate Development, and as such is responsible in part or wholly for
overseeing corporate finance, strategic planning, and product development. Mr.
Branson holds a degree in Business Administration from the Open Learning
University of British Columbia, which he obtained in March 2001, a Business
Diploma from Capilano College and in addition has completed the Canadian
Securities Course.

Mr. Branson does not have formal training as a geologist or in
the technical or managerial aspects of management of a mineral exploration
company. Mr. Branson's prior managerial and consulting positions have not been
in the mineral exploration industry. Accordingly, we will have to rely on the
technical services of others to advise us on the managerial aspects specifically
associated with a mineral exploration company.

We do not have any employees who have professional training and
experience in the mining industry. We rely on our independent geological
consultant, Mr. Timmins, to make recommendations to us on work programs on our
property, to hire appropriately skilled persons on a contract basis to complete
work programs and to supervise, review, and report on such programs to us.

We presently do not pay our sole director and officer any
salary or consulting fee. We anticipate that compensation may be paid to
officers in the event that we determine to proceed with additional exploration
programs beyond the third phase of our exploration program.

Significant Employees

We have no significant employees other than Marc Branson.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors does not maintain a
separately-designated standing audit committee. As a result, our entire Board of
Directors acts as our audit committee. Our Board of Directors has determined
that we do not presently have a director who meets the definition of an audit
committee financial expert. We believe that the cost related to appointing a
financial expert to our Board of Directors at this time is prohibitive.

Our Board of Directors presently do not have a compensation
committee, nominating committee, an executive committee of our board of
directors, stock plan committee or any other committees.

29

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TERMS OF OFFICE

Our directors are appointed for one-year terms to hold office
until the next annual general meeting of the holders of our common stock or
until removed from office in accordance with our by-laws. Our officers are
appointed by our Board of Directors and hold office until removed by our Board
of Directors.

CODE OF ETHICS

We have adopted a Code of Ethics applicable to our officers and
directors which is a "code of ethics" as defined by applicable rules of the SEC.
Our Code of Ethics is attached as an exhibit to this Annual Report. If we make
any amendments to our Code of Ethics other than technical, administrative, or
other non-substantive amendments, or grant any waivers, including implicit
waivers, from a provision of our Code of Ethics to our Chief Executive Officer,
Chief Financial Officer, or certain other finance executives, we will disclose
the nature of the amendment or waiver, its effective date and to whom it applies
in a current report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of our
equity securities (collectively, the Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulation to furnish us with copies of all forms they file pursuant to
Section 16(a). Based on our review of the copies of such forms received by us,
other than as described below, no other reports were required for those persons,
we believe that, during the year ended November 30, 2005, all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them.

The following persons have failed to file, on a timely basis,
the identified reports required by Section 16(a) of the Securities Exchange Act
of 1934:

|Name and Principal Position                                                                                                     | Number of Late Reports | Transactions Not Timely Reported | Known Failures to File a Required
      Form
|------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | -------------------------------- | --------------------------------------------
|
|Marc Branson, 
      Chief Executive Officer, Chief
      Financial Officer, President, Secretary, Treasurer and
      Director | One                    | One                              | None                                        
|
|
|
|
|
|

ITEM 10. EXECUTIVE COMPENSATION.

We have not paid any salary, bonus or other compensation to our
sole director and officer since our inception on October 17, 2001. We presently
have no compensation arrangements with our sole director and officer. We
anticipate that compensation may be paid to our management in the event that we
determine to proceed with additional exploration programs beyond the third phase
of our exploration program. We do not have any stock options outstanding. No
stock options or stock appreciation rights under any stock incentive plans were
granted to any officers or directors of Texada since our inception. We have no
employment contracts, termination of employment or change-in-control
arrangements with any of our executive officers or directors.

30

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of February 28,
2006 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
(iii) named executive officers, and (iv) officers and directors as a group. At
this time, only one shareholder falls within these categories, Mr. Marc Branson,
Director, President, Secretary and Treasurer. The shareholder listed possesses
sole voting and investment power with respect to the shares shown.

Title of Class
    Name and Address of
      Beneficial Owner
    Amount and Nature of
      Beneficial Ownership
    Percentage of
      Common Stock(1)Officers and DirectorsCommon Stock
    Marc Branson President,
      Secretary, Treasurer and Director, 977 Keith Road, West
      Vancouver, BC, Canada V7T 1M6
    6,000,000 Direct
    49%Common Stock
    All Officers and Directors as a
      Group (1 person)
    6,000,000
    49%Holders of More than 5% of Our
      Common StockCommon Stock
    Marc Branson President,
      Secretary, Treasurer and Director, 977 Keith Road, West
      Vancouver, BC, Canada V7T 1M6
    6,000,000 Direct
    49%


|(1) | Applicable percentage of ownership is based on
      12,146,667, shares of common stock issued and outstanding as of February
      28, 2006, together with securities exercisable or convertible into shares
      of common stock within 60 days of February 28, 2006 for each stockholder.
      Beneficial ownership is determined in accordance with the rules of the SEC
      and generally includes voting or investment power with respect to
      securities. Shares of common stock subject to securities exercisable or
      convertible into shares of common stock that are currently exercisable or
      exercisable within 60 days of February 28, 2006 are deemed to be
      beneficially owned by the person holding such options for the purpose of
      computing the percentage of ownership of such person, but are not treated
      as outstanding for the purpose of computing the percentage ownership of
      any other person.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are not aware of any arrangement that might result in a
change in control in the future.

Securities Authorized for Issuance Under Equity Compensation
Plans

The following table sets forth certain information concerning
all equity compensation plans previously approved by stockholders and all
previous equity compensation plans not previously approved by stockholders, as
of the most recently completed fiscal year.

31

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|EQUITY COMPENSATION PLAN INFORMATION AS AT NOVEMBER
      30, 2005     
|-----------------------------------------------------------------------
|Plan Category                                                          
|
|
|
|
|
|
|
|Equity Compensation 
      Plans approved by security
      holders    
|
|
|
|
|Equity Compensation 
      Plans not approved by
      security holders
|
|
|
|Total                                                                  

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.

None of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us, other than noted in this section:

| | 1) | Any of our directors or officers;                                                                                                                                          
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2) | Any person proposed as a nominee for election as a
      director;                                                                                                         
| | 3) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| | 4) | Any of our promoters; and                                                                                                                                                  
| | 5) | Any member of the immediate family (including spouse,
      parents, children, siblings and in-laws) of any of the foregoing
      persons.                                

We issued 6,000,000 shares of common stock on November 1, 2001
to Mr. Marc Branson, our president, secretary and treasurer. Mr. Branson
acquired these shares at a price of $0.001 per share. These shares were issued
pursuant to Section 4(2) of the Securities Act and are restricted shares as
defined in the Act. This issuance was made to Mr. Branson who is a sophisticated
individual and, by way of his positions as president, secretary, and treasurer,
is in a position of access to relevant and material information regarding our
operations.

32

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ITEM 13. EXHIBITS.

|Exhibit Number |                                                                                                                                                       
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|
|3.1            | Articles of Incorporation.(1)                                                                                                                         
|3.2            | Bylaws, as amended.(1)                                                                                                                                
|4.1            | Form of Share Certificate.(1)                                                                                                                         
|10.1           | Mineral Claim Purchase Agreement.(1)                                                                                                                  
|14.1           | Code of Ethics.                                                                                                                                       
|31.1           | Certification of Chief Executive
      Officer and Chief Financial Officer as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.
|
|32.1           | Certification
      of Chief Executive Officer and Chief Financial Officer as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|

| | (1) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on April 15, 2003, as
    amended.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended November 30, 2005 and 2004 for professional services rendered
by the principal accountant for the audit our annual financial statements and
review of the financial statements included our Quarterly Reports on Form 10-QSB
and services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

Year Ended November 30, 2005
    Year Ended November 30, 2004Audit Fees
    $9,000
    $9,000Audit Related Fees
    -
    -Tax Fees
    -
    -All Other Fees
    -
    -Total
    $9,000
    $9,000


33

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| |       | TEXADA VENTURES INC.                            
| | ----- | ------------------------------------------------
| |       |                                                 
| |       |                                                 
| | By:   | /s/
      Marc Branson                          
| |       | MARC BRANSON                                    
| |       | Chief Executive Officer, Chief Financial Officer
| |       | President, Secretary and Treasurer and          
| |       | Director                                        
| |       | (Principal Executive Officer                    
| |       | and Principal Accounting Officer)               
| |       |                                                 
| | Date: | March
      8, 2006                             

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

| | By:   | /s/
      Marc Branson                                
| | ----- | ------------------------------------------------------
| |       | MARC BRANSON                                          
| |       | Chief Executive Officer, Chief Financial
      Officer
| |       | President, Secretary and Treasurer and                
| |       | Director                                              
| |       | (Principal Executive Officer                          
| |       | and Principal Accounting Officer)                     
| |       |                                                       
| | Date: | March
      8, 2006                                   

---