UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

(Mark One)

| | Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
| | ------------------------------------------------------------------------------------
| | For the fiscal year endedNovember 30, 2006                                          
| | 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) 816-2555

Issuer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       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.

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

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:$54,660,002 based on
a price of $0.90 per  share,  being the last  sale  price of the  Companys
common stock as of February 23, 2007.

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  23,  2007,   the  Issuer  had   60,733,335 Shares  of  Common  Stock
outstanding.

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



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TABLE OF CONTENTS

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

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PART I

Forward Looking Statements

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. Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a
prediction of what mineralization might be found to be present if and when a project is actually developed. You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our predictions. Some of these risks and assumptions include:

| |  | general economic and business conditions, including changes in interest rates, fluctuations in the prices for base metals, fluctuations in prices for securities in the resource sector, demand for base metals and other economic and business conditions;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | natural phenomena or disasters that may affect completion of drill programs, exploration work, completion of feasibility studies or development, if warranted;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | actions by government authorities, including changes in government regulation, permitting requirements or environmental legislation;
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| |  | the companys ability to raise sufficient financing to complete its planned exploration work on its properties and to place its properties into development, if warranted;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | future decisions by management in response to changing conditions; and
| | - | ----------------------------------------------------------------------

| |  | misjudgments, inaccurate assumptions or changes in conditions related to forward-looking statements.
| | - | ----------------------------------------------------------------------------------------------------



Certain 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.

We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. The Company assumes no obligation to update its forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should not place undue reliance on such forward-looking statements.

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.

Explanatory Note

On November 20, 2006, we effected a forward stock split of our authorized, issued and outstanding common stock, whereby each one (1) share of our common stock prior to the stock split was equal to five (5) shares of common stock after the effective date of the stock split. As a result, our authorized capital increased from 100,000,000 shares of common stock with a par value of $0.001 to 500,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital increased from 12,146,667 shares of common stock to 60,733,335 shares of common stock. The forward stock split became effective with NASDs Over-the-Counter Bulletin Board at the



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opening of the market on November 20, 2006, under the new stock symbol TXDV. Our new CUSIP number is 881718 20 9. Information contained in this annual report gives effect to the forward split.

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.                                                                                                                                                                                                                                                                                                | 
|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.                                                                                                                                                                                                                                                                                                                                                    | 
|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.                                                                                                                                                   | 
|                  
|                  
|                  
|granite            | A course-grained (intrusive) ingenious rock consisting of quartz, feldspar and mica.                                                                                                                                                                                                                                                                                                 | 
|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.                                                                                                                                                                                                                                                                                                                                    | 
|meta-sedimentary   | Metamorphosed sedimentary 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.                                                                          | 
|                  
|                  
|                  
|                  







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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|              
|              
|              
|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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|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 Suite 720  990 West Broadway, Vancouver, British Columbia, Canada V5Z 1K5. Our phone number is (604) 562-6915. Our facsimile number is (604) 662-8974.

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



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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 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.

As a result of our failure to generate substantial revenues since our inception, we have determined to review our initial business plan in order to evaluate the progress of our mining business. We have not attained profitable operations to date and are dependent upon obtaining financing to pursue our plan of operation. In September 2006, Dr. John Veltheer acquired approximately 49% of our issued and outstanding shares and was appointed to the board of Texada. We revised our strategy to develop our current mining business under Dr. Veltheers guidance. In addition, we are seeking other business opportunities to acquire mineral properties or projects.

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.

On November 9, 2006, we announced that we entered a letter of intent to acquire Paddington Gold Holdings Pty. Ltd., an Australian company that has entered an agreement with Barrick (PD) Australia Limited to acquire certain mineral assets located in Australia.

On January 11, 2007, we reported that we entered into a term sheet (the Term Sheet) with Paddington Gold Holdings Pty. Ltd, an Australian company (Paddington Holdco), and Link Investment Holdings S.A., a Luxembourg company and the parent company of Paddington Holdco (Link), that superseded and replaced a letter agreement dated November 9, 2006. Pursuant to the Term Sheet, we (and the shareholders of Paddington Holdco) arranged for investors to advance $5 million (Australian dollars) to facilitate a deposit paid by Paddington Holdco in connection with the acquisition by Paddington Holdco from Barrick (PD) Australia Limited, an Australian company (Barrick), of certain mineral assets located in Australia under the terms of an Asset Purchase Agreement between Paddington Holdco and Barrick.

The transactions contemplated under the Term Sheet were contingent upon, among other things, (i) us raising at least US$55 million in financing to fund the acquisition; (ii) negotiation of definitive documentation on or before January 27, 2007; (iii) closing of the acquisition on or before January 29, 2007; and (iv) Paddington Holdco delivering financial statements to comply with the requirements of the Securities and Exchange Commission on or before January 29, 2007. These conditions were not satisfied and we continued negotiations with Link and Paddington Holdco to extend the terms of the Term Sheet.

On February 21, 2007, we received written notice from Michael Silver, Chairman of Link, that the arrangements with Texada were cancelled. Consequently, the Term Sheet was terminated.

Management is currently evaluating its options with respect to the arrangements with Link and Paddington Holdco.

RECENT CORPORATE DEVELOPMENTS

The following other significant corporate developments occurred during our fiscal year ended November 30, 2006:



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|1. | During the summer exploration season of 2006, we proceeded with the first phase of the delineation program. A field crew selected one of the sample sites and excavated a pit nearby, upslope, to examine the soil profile and suggested where the bedrock source for the float might occur. Boulder-rich overburden was present to a depth of seven feet, including more fragments of sulphide-rich quartz. Below seven feet, the ground is frozen by perma-frost and the quartz vein fragments discontinued. Thus, our geologist concluded the source of the float lies further upslope and perhaps is within the geophysical conductors located earlier. A detailed, close-spaced, soil geochemical survey over the conductors using a plugger style overburden sampling drill was recommended to locate the bed rock source of the mineralization.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | On September 25, 2006, Marc Branson entered into a share purchase agreement (the Share Purchase Agreement) with Dr. John Veltheer. Pursuant to the Share Purchase Agreement, Mr. Branson agreed to transfer 30,000,000 (post-split) shares of our common stock held by him to Dr. Veltheer at an aggregate price of $9,000. Mr. Branson also resigned as our President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer. The transaction resulted in a change of control of Texada as after giving effect to the transfer, the 30,000,000 (post-split) shares of common stock transferred represented approximately 49% of the shares of Texada outstanding. Under the terms of the Share Purchase Agreement, Mr. Branson was to appoint Dr. Veltheer as a director of Texada and subsequently resign
as a director. The appointment of Dr. Veltheer as a director and the resignation of Mr. Branson as a director was effected 10 days following the mailing and delivery to our stockholders of an Information Statement pursuant to section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder. The Information Statement was delivered to stockholders on October 3, 2006, and the appointment of Dr. Veltheer and resignation of Mr. Branson was effected on October 14, 2006.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | On October 14, 2006, Dr. Veltheer was appointed as a member of our board of directors and Mr. Marc Branson resigned as a member of our board of directors. Dr. Veltheer has ten years of experience at the executive level of public and private companies dealing with regulatory compliance and corporate governance matters. Currently, Dr. Veltheer is a director of SES Solar Inc.; the chief executive officer, secretary, treasurer and a director of Vecten Corporation; and the president and a director of Iridium Capital Inc. We presently pay Dr. Veltheer a nominal salary of $2,000 per month in consideration of management consulting services provided by Dr. Veltheer to Texada.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | On October 18, 2006, we entered into a loan agreement with Dr. John Veltheer pursuant to which we received a loan of $50,000 from Dr. Veltheer. The loan is evidenced by a promissory note and bears interest at a rate of 12% per year. The loan matures on October 18, 2007.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | On November 9, 2006, we entered into a letter agreement (the Letter Agreement) with Link. Pursuant to the terms of the letter agreement, we agreed to arrange for the provision of $2.5 million Australian dollars to Link to facilitate the payment of half of the $5 million Australian dollar deposit payable by Link to Barrick (PD) Australia Limited, an Australian company, in connection with the acquisition by Link from Barrick (PD) of Australia of certain mineral interests located in Australia. We arranged for the provision of the 2.5 million Australian dollars as the first step in the proposed acquisition by our company of all of the issued and outstanding shares of Paddington Holdco, an Australian company and wholly-owned subsidiary of Link, from Link in exchange for the issuance by our company of 17 million shares of
our Companys common stock to Link. Upon the successful acquisition of the said mineral interests by Link from Barrick (PD) Australia, we agreed to pay a finders fee to each of two finders in the amount of US$2.5 million in shares of our companys common stock at a price to be determined and $1.5 million Australian dollars in cash. In addition, we agreed to convert the 5 million Australian dollar deposit paid to Barrick (PD) Australia by Link into 40 million shares of our Companys common stock. The issuance of shares of our companys common stock contemplated by the letter agreement refer to the number of shares to be issued after our company has effected a five (5) for one (1) forward stock split.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | On November 20, 2006, we effected a forward stock split of our authorized, issued and outstanding common stock, whereby each one (1) share of our common stock prior to the stock split was equal to five (5) shares of common stock after the effective date of the stock split. As a result, our authorized capital increased from 100,000,000 shares of common stock with a par value of $0.001 to 500,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital increased from
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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12,146,667 shares of common stock to 60,733,335 shares of common stock. The forward stock split became effective with NASDs Over-the-Counter Bulletin Board at the opening of the market on November 20, 2006, under the new stock symbol TXDV. Our new CUSIP number is 881718 20 9.

|7. | On January 11, 2007, we entered into the Term Sheet with Paddington  Holdco and Link that superseded and replaced the Letter Agreement. Pursuant to the Term Sheet, we (and the shareholders of Paddington Holdco) have arranged for investors to advance $5 million (Australian dollars) to facilitate a deposit paid by Paddington Holdco in connection with the acquisition of Paddington Holdco from Barrick of certain mineral assets located in Australia. We arranged for the provision of the $5 million (Australian dollars) as the first step in the proposed acquisition by our Company of all of the issued and outstanding share capital of Paddington Holdco, in exchange for (a) the issuance by our Companys common stock to the shareholders of Paddington Holdco and (b) advancing the consideration required for Paddington Holdco to
purchase  the mineral  assets of Barrick.  We agreed  that  concurrent  with the
acquisition  of the mineral assets by Paddington  Holdco from Barrick,  we would
pay a  finders  fee to each of two finders in the amount of  US$500,000 in
cash and  shares  of our  Companys  common  stock  with a value of  US$1.2
million  (based  on a  price  to be  determined).  Additionally,  we  agreed  to
reimburse one finder  US$250,000  for expenses  incurred in connection  with the
acquisition.  The transactions contemplated under the Term Sheet were contingent
upon, among other things,  (i) us raising at least US$55 million in financing to
fund the acquisition;  (ii) negotiation of definitive documentation on or before
January 27, 2007;  (iii)  closing of the  acquisition  on or before  January 29,
2007; and (iv) Paddington Holdco delivering  financial statements to comply with
the requirements of the Securities and Exchange  Commission on or before January
29, 2007. These conditions were not satisfied and we continued negotiations with
Link and  Paddington  Holdco to extend  the terms of the Term  Sheet.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | On February 21, 2007, we received written notice from Michael Silver, Chairman of Link, that the arrangements with Texada were cancelled. Consequently, the Term Sheet was terminated. Management is currently evaluating its options with respect to the arrangements with Link and Paddington Holdco.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have no probable or proven reserves on any of our properties. No assurance can be given that minerals will be discovered in sufficient quantities and grade at any of our properties to justify commercial operations or that funds required for development can be obtained on a timely basis, if ever. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. If we are unable to upgrade our mineralized material to proven and probable reserves in sufficient quantities to justify commercial operations, we will be unable to develop mines and our financial
condition and result of operations could be adversely affected.

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.



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RESEARCH AND DEVELOPMENT EXPENDITURES

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

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. We rent office space at Suite 720  990 West Broadway, Vancouver, British Columbia, Canada V5Z 1K5 at $150 per month.

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.



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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.

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



8

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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 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.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.



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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 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.

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.

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 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.



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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                                                         | Cost     | 
|--------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------- | -------- | 
|Phase I   | Compilation of previous exploration data, and geological analysis of the data.                                                                                                                     | Completed in August, 2002.                                     | $5,000   | 
|         
|         
|Phase II  | Detailed field examination and study of known mineral zones including localized geophysical surveys.                                                                                               | Completed in December, 2003.                                   | $10,000  | 
|         
|         
|         
|Phase 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. | $5,000   | 
|         
|         
|         
|         
|         
|Phase 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.

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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.

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.
|--- | ------------------------------------------------------------------------------------------------------------

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

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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.

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.

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.

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. The following is a summary of the status of our current exploration program on the Peek Claims:

Summary of 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;
| | --- | ----------------------------------------------------------------------------------------------------------------------------

| | (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. The first phase, which consisted of a geological review of prior exploration work on the Peek Claims, was completed at a cost of $5,000.

Summary of 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

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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.

Summary of 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 were submitted for analysis and we received our geologist report with the assay result of Phase III in April 2006.

According to the Phase III report, during the 2005 exploration season, our geologist completed detailed prospecting and geological investigation of a portion of the claims with geophysical anomalies identified during 2003. Samples of vein material present as float were collected, reviewed and submitted for geochemical analysis. Our geologist confirmed that the original epithermal vein systems contained copper, whereas the 2005 discovery contained copper in silver-deficient chalcopyrite. Six of the 2005 samples returned copper values ranging from 1,030 parts per million (ppm) (0.103%) to 4,974 ppm (0.497%) while two samples contained trace amounts.

Three samples were collected from the original  mineralized zones tested earlier
and they were  better  defined by our  geophysical  survey.  In April  2006,  we
received the  geological  report on the results of Phase III of our  exploration
program  completed  in 2005.  During the 2005  exploration  season we  completed
detailed  prospecting  and geological  investigation  of a portion of the claims
with  geophysical  anomalies  identified  during 2003.  Samples of vein material
present  as  float   were  collected,  reviewed  and  submitted  for
geochemical analysis. Our geologist concluded that these results confirm earlier
sample  analyses by Texada and others.  Prior to  proceeding  with Phase IV, our
geologist   recommends  further  geological   engineering  on  the  Peek  Claims
properties  to define  the exact  source  areas for the known and new vein float
material  because  frost  action may have moved the vein  material  further than
originally assumed.  Our geologist  recommends a total of $10,000 to be reserved
for a two stage delineation program.

During the summer exploration season of 2006, we proceeded with the first phase of the delineation program. A field crew selected one of the sample sites and excavated a pit nearby, upslope, to examine the soil profile and suggest where the bedrock source for the float might occur. Boulder-rich overburden was present to a depth of seven feet, including more fragments of sulphide-rich quartz. Below seven feet the ground is frozen by perma-frost and the quartz vein fragments discontinued. Thus, our geologist concluded the source of the float lies further upslope and perhaps is within the geophysical conductors located earlier. A detailed, close-spaced, soil geochemical survey over the conductors using a plugger style overburden sampling drill was recommended to locate the bed rock source of the mineralization.

A geologist for the company visited the property again in the fall and selected five samples of sulphide-rich ultra-basic volcanic rock (basaltic composition) to test for the possibility that platinum group metals (PGMs) might be present in this environment. PGMs were reported from other properties in the area recently and the host rock units traverse the area of the Companys claims. No PGMs were detected in the samples tested for the Company.

Phase IV  Exploration Program

In the event that we proceed with Phase IV or our exploration  program,  we will
implement a drilling  program expected to take place over a period of two weeks,
which will target any  mineralized  zone 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

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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.

We will not be able to determine whether or not our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

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

|        
|--------
|
|        
|PEEK 1-8
|        

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

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

None.



PART II

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

Public Market for Common Stock

Our common stock is quoted on the OTC Bulletin Board which is sponsored by the National Association of Securities Dealers (NASD). The OTC Bulleting Board is a network of security dealers who buy and sell stock. The dealers are connected by a computer network which provides information on current bids and asks as well as volume information. The OTC Bulletin Board is not considered a national exchange.  Our common shares commenced trading on the OTC Bulletin Board in May 2006.

The high and low bid quotations of our common stock on the OTC Bulletin Board as reported by the NASD were as follows:

|                  
|------------------
|
|                  
|
|                  
|First Quarter     
|                  
|Second Quarter (1)
|                  
|Third Quarter     
|                  
|Fourth Quarter    
|                  

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(1)  Our common shares commenced trading on the OTC Bulletin Board on May 5, 2006. Thus, the second quarter high and low bid quotations of our common stock reflect the time period between May 5, 2006 and May 31, 2006. There was no reported trading volume in our stock during the year ended November 30, 2006.

|Period                | High(2) | Low(2)   | Volume
|--------------------- | ------- | -------- | ------
|                     
|
|                     
|December 2006 (1)     |         | $  0.010 |       
|                     
|January 2007          |         | $  1.020 |       
|                     
|February 1- 22 , 2007 |         | $  1.020 |       
|                     



(1)  There was no reported trading volume in our stock during the month ended December 31, 2006.

(2)  As reported by NASD.



The closing price of our shares of common stock as reported by NASD under the symbol TXDV was $0.90 per share on February 26, 2007.

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, 2007, we had 4 stockholders of record, including CEDE&Co., a depositary, holding 60,733,335 of our issued and outstanding shares of common stock.

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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 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, 2006 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

As a result of our failure to generate substantial revenues since our inception, we have not been satisfied with our initial business plan to this point. We are presently reviewing the current state of our business in detail with consultants in order to evaluate the progress of our mining business. At the present time, we intend to continue to develop our current mining business under Dr. Veltheers guidance and seeking other business opportunities, including the acquisition of Paddington Holdco.

Phase I 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. On April 11, 2006, we received the geological report on the results of Phase III of our exploration program.

In his report, our geologist recommended that, prior to proceeding with Phase IV, further geological engineering should be undertaken to define the exact source areas for the known and new vein float material. Our geologist recommended reserving a total of $10,000 for a two stage delineation program prior to commencing Phase IV of our exploration program. We proceeded with our geologists recommendation and completed the first phase of the delineation program during the summer exploration season of 2006. A detailed, close-spaced, soil geochemical survey over the conductors using a plugger style overburden sampling drill was recommended to locate the bed rock source of the mineralization following completion of phase I of the delineation program.

Our decision to proceed to Phase IV of our initial 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 claims 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 claims 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

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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.

During this exploration stage, Dr. Veltheer, our President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer, will only be devoting approximately twenty 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 Dr. Veltheer, 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, Dr. Veltheer may not be able to devote sufficient time to the management of our business, as and when needed.

On November 9, 2006, we entered into a letter agreement with Link Investment Holdings S.A., a Luxembourg company (Link), in connection with our proposed acquisition of Paddington Gold Holdings Pty. Ltd., an Australian company which is wholly-owned by Link (Paddington Holdco). Paddington Holdco has an agreement with Barrick (PD) Australia Limited, an Australian company (Barrick), to acquire certain mineral assets located in Australia. On January 11, 2007, we entered into a term sheet with Paddington Holdco and Link that superseded and replaced the Letter Agreement. Pursuant to the Term Sheet, we (and the shareholders of Paddington Holdco) arranged for investors to advance $5 million (Australian dollars) to facilitate a deposit paid by Paddington Holdco in connection with the acquisition of Paddington Holdco from Barrick of certain mineral assets located in Australia. This
was the first step in the proposed acquisition by us of all of the issued and outstanding share capital of Paddington Holdco, in exchange for (a) the issuance by our Companys common stock to the shareholders of Paddington Holdco and (b) advancing the consideration required for Paddington Holdco to purchase the mineral assets of Barrick. The transactions contemplated under the Term Sheet were contingent upon, among other things, (i) us raising at least US$55 million in financing to fund the acquisition; (ii) negotiation of definitive documentation on or before January 27, 2007; (iii) closing of the acquisition on or before January 29, 2007; and (iv) Paddington Holdco delivering financial statements to comply with the requirements of the Securities and Exchange Commission on or before January 29, 2007. These conditions were not satisfied and we continued negotiations with Link and Paddington Holdco to extend the terms of the Term Sheet. On February 21, 2007, we received written
notice from Michael Silver, Chairman of Link, that the arrangements with Texada were cancelled. Consequently, the Term Sheet was terminated. Management is currently evaluating its options with respect to the arrangements with Link and Paddington Holdco.

We incurred expenses of approximately $100,000 since November 30, 2006, in connection with our negotiations with Link and Texada.

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            | $20,000                                               | 
|Office Expenses              | $5,000                                                | 
|Mineral Exploration Expenses | $5,000                                                | 
|TOTAL                        | $30,000                                               | 
|                            

Our total expenditures over the next twelve months are anticipated to be approximately $65,000, the majority of which is due to general, legal, accounting and administrative expenses associated with our becoming a reporting issuer under the Exchange Act. 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 of at least $200,000. Our management have agreed to provide by way of loan the funding required to pay our legal, audit and administrative expenses until we secure additional financing.

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As of November 30, 2006, we had a working capital deficiency of $69,027. We incurred significant expenses negotiating and conducting due diligence in connection with our proposed acquisition of Paddington Holdco from Link. We received written notice from Link terminating the term sheet on February 21, 2007. We do not expect our business to achieve profitability in the near future as we expect to continue to incur substantial development and operating expenses. We will require additional funding to fund our working capital requirements. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or debt to fund our estimated general administration, exploration and other working capital requirements. 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.

Currently, we do not have any financing arrangements in place and there is no assurance that we will be able to obtain sufficient financing to fund our capital requirements. 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 or acquisition activities as planned.

RESULTS OF OPERATIONS

|Summary                             |                        |         |                      
|----------------------------------- | ---------------------- | ------- | ---------------------
|                                    | Year Ended November 30
|                                    |                        |         | Percentage           
|                                    | 2005                   | 2004    | Increase / (Decrease)
|Revenue                             | --                     | --      | N/A                  
|General and Administrative Expenses | $85,501                | $26,580 | 222%                 
|Net Comprehensive Loss              | $85,501                | $26,580 | 222%                 

Revenue

We have not earned any revenues to date. Our plan of operation is to continue to carry out exploration work on our claims in order to ascertain whether they possess commercially exploitable quantities of mineral deposits and to explore acquisition opportunities. We do not anticipate earning revenues until such time as we are able to locate and process commercially exploitable levels of mineral resources on our properties or acquire commercially viable or producing properties. We are presently in the exploration stage of our business and we can provide no assurance that a commercially viable mineral deposit 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 contains a
commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability. Also, we cannot assure you that we will be able to acquire any commercially viable properties or, if acquired, that we will be able to develop or operate any acquired property in a profitable manner.

General and Administrative Expenses

Our general and administrative expenses for the years ended November 30, 2006 and 2005, consisted of the following:

|                                         | Years Ended November 30 |        
|---------------------------------------- | ----------------------- | -------
|                                         | 2006                    | 2005   
|                                        
|Amortization expense                     | $718                    | $80    
|Consulting                               | $6,000                  | -      
|Exploration costs                        | $2,591                  | -      
|Filing fees and regulatory               | $6,162                  | $1,029 
|Interest on shareholder loan             | $750                    | -      
|Loss (gain) on foreign exchange          | $815                    | ($60)  
|Mineral property option payments         | -                       | $850   
|Office and sundry                        | $447                    | $6,420 
|Professional fees                        | $65,943                 | $18,261
|Total General and AdministrativeExpenses | $85,501                 | $26,580
|                                        





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Our general and administrative expenses for the year ended November 30, 2006, were greater than our general and administrative expenses for the same period in 2005, primarily due to amortization of office equipment during the quarter ended August 31, 2006, and an increase in professional fees associated with our continuing reporting obligations under the Exchange Act.

We anticipate general and administrative expenses will increase significantly as we complete due diligence related to our proposed acquisition of Paddington Holdco. If the acquisition is completed, overall expenses will increase significantly.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                               |                      |                         |                                 | 
|--------------------------------------------- | -------------------- | ----------------------- | ------------------------------- | 
|                                              | At November 30, 2006 | At November 30, 2005    | PercentageIncrease / (Decrease) | 
|                                             
|Current Assets                                | $139,349             | $24,492                 | 458%                            | 
|Current Liabilities                           | $208,376             |                         | N/A                             | 
|Working Capital (Deficit)                     | $69,027              | $13,681                 | 505%                            | 
|                                              |                      |                         |                                 | 
|Cash Flows                                    |                      |                         |                                 | 
|                                              |                      | Years Ended November 30 |                                
|                                              |                      | 2006                    | 2005                            | 
|Cash Flows Used In Operating Activities       | $(33,245)            | $(26,848)               |                                
|Cash Flows Used In Investing Activities       | $(78,340)            | $(2,873)                |                                
|Cash Flows Provided By Financing Activities   | $150,000             | $4,400                  |                                
|Net Increase (Decrease) In Cash During Period | $38,415              | $(25,321)               |                                



As at November 30, 2006, we had a working capital deficiency of $69,027 and a cash balance of $60,877 compared to working capital of $13,681 and a cash balance of $22,462 as at November 30, 2005. As at February 28, 2007, we had cash of $44,674 and no pre-paid expenses. Our working capital decreased as a result of legal expenses and other increases in our professional fees paid in connection with exploring potential transactions.

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 and debt 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 are an early stage company and currently do not have sufficient capital to fully fund the expected exploration work of our Peek Claims. We plan to spend approximately $10,000 during the fiscal year ending November 30, 2007 on exploration work related to our Peek Claims, and estimate that our general operating expenses during this period will be approximately $55,000.

In  addition,  we  are  in  the  process  of  evaluating  potential  acquisition
opportunities.  Consequently,  we may require additional capital during the next
twelve months to fund a plan of operation in connection with any acquisition. We

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cannot  assure you that we will  raise  sufficient  capital to fund our  working
requirements or any acquisition on acceptable terms, if at all.

We believe we will need to raise a minimum of $65,000 in the next few months to fund our working capital requirements. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration on any or all of our properties or even a loss of property interest. We cannot be certain that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable or acceptable to us.

On February 12, 2007, we borrowed $50,000 from IFG Trust Services Inc. for working capital. The loan is evidenced by a demand note and bears interest at the rate of 8% per annum due February 14 of each year or upon demand.

Currently, we do not have any financing arrangements in place and there is no assurance that we will be able to obtain sufficient financing to continue as a going concern. Our management have agreed to provide by way of loan the funding required to pay our legal, audit and administrative expenses until we secure additional financing. 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.

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

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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  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

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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, 2006 and 2005, 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 $199,427 for the period from October 17, 2001 (inception) to November 30, 2006, 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.

We may be unable to continue as a going concern.

We had a working capital deficit of $69,027 at November 30, 2006. There is doubt about our ability to continue as a going concern due to our lack of working capital for our planned business activities. We currently do not have sufficient working capital to meet our on-going obligations. We are also in the process of seeking sufficient financing to implement our business strategy. Our ability to raise additional financing will be contingent on our ability to restructure our liabilities and may require us to restructure our capital structure. Our 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 we cannot continue in existence.

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

In order for us to perform any further exploration or extensive testing and to meet our on-going working, we may need to obtain additional financing. We currently do not have any income. Our business plan calls for significant expenses in connection with the exploration of our mineral claims and acquisition of additional properties. 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.

Dr. John  Veltheer, our sole executive officer and director,  does not have
formal  training as a geologist and lacks the technical  training and experience
in managing an exploration company.  Additionally,  Dr. Veltheer  has never
managed any company  involved  in starting or  operating a mine.  With no direct
training or experience in these areas,

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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 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.

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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.

Dr. John Veltheer, our President, also holds positions as a director in SES Solar Inc., a US reporting company engaged in business of engineering, manufacturing and distributing high-performance photovoltaic solar tiles and modules; the chief executive officer, secretary, treasurer and a director of Vecten Corporation, a start-up private equity fund; and the president and a director of Iridium Capital Inc., a private Canadian company that provides start-up consulting services. Because we are in the early stages of our business, Dr. Veltheer devotes approximately ten hours per week to our companys affairs. If the demands of our business require the full business time of Dr. Veltheer, he is prepared to adjust his timetable to devote more time to our business. However, Dr. Veltheer 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 Dr. Veltheer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 Dr. Veltheers time may lead to a divergence between his interests and the interests of other stockholders.

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

Dr. Veltheer 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 Dr. Veltheer may differ from the interests of the other stockholders. Factors which could cause the interests of Dr. Veltheer 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 $199,427 or the period from October 17, 2001 (inception) to November 30, 2006, 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 $90 (CDN$100) per
claim  is  required  by the  YQMA to  maintain  the  claims  in  good  standing.
Alternatively  an annual  payment of $90  (CDN$100) 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

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us
from carrying our  exploration  program.  Our annual cost of compliance with the
YQMA is presently approximately $723 (CDN$800) 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 intend to conduct further offerings in the future in which case current shareholdings will be diluted.

We intend to 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 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.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

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 quotation system.

Because our securities constitute penny stocks within the meaning of the rules, the rules apply to us as and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|-- | -------------------------------------------------------------------------------------------------------------------------------------

|2. | 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;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | contains a toll-free telephone number for inquiries on disciplinary actions;                           | 
|-- | ------------------------------------------------------------------------------------------------------ | 
|5. | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

|6. | contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------



The  broker-dealer  also must provide,  prior to effecting any  transaction in a
penny  stock,  the customer  with:  (a) 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) a monthly account  statement showing the

26

---

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  acknowledgement  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  suitability  statement.  These
disclosure  requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

27

---

|ITEM 7. | FINANCIAL STATEMENTS.
|------- | ---------------------

|Index to Financial Statements: | Page
|------------------------------ | ----

Audited financial statements as of November 30, 2006, including:

|1. | Report of independent Registered Accounting Firm;                                         | F-2
|-- | ----------------------------------------------------------------------------------------- | ---
|2. | Balance Sheets as of November 30, 2006 and 2005                                           | F-3
|3. | Statements of Operations for the year ended November 30, 2006 and 2005 and for the period | F-4
|   | from October 17, 2001 (date of inception) to November 30, 2006;                           |    
|   |                                                                                           |    

|4. | Statements of Cash Flows for the years ended November 30, 2006 2006 and for the period from | F-5
|-- | ------------------------------------------------------------------------------------------- | ---
|   | October 17, 2001 (date of inception) to November 30, 2006;                                  |    
|5. | Statement of Stockholders Equity (Deficiency) from October 17, 2001 (date of inception)    | F-6
|   | to November 30, 2006;                                                                       |    
|6. | Notes to Financial Statements.                                                              | F-7
|   |                                                                                             |    





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, 2006 and 2005 the related statements of operations, changes in stockholders equity and cash flows for the period from October 17, 2001 (inception) to November 30, 2006. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We 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, 2006 and 2005, and the results of its operations and its cash flows for the period from October 17, 2001 (inception) to November 30, 2006 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
| | -----------------------------------------------------------

February 28, 2007
Bellingham, Washington





F-2

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



BALANCE SHEETS

(Stated in U.S. Dollars)



|                                                                 
|-----------------------------------------------------------------
|November 30
2005                                                 
|                                                                 
|ASSETS                                                           
|Current                                                          
|Cash                                                             
|Prepaid expenses                                                 
|Note receivable                                                  
|                                                                 
|                                                                 
|                                                                 
|Office Equipment,net                                             
|                                                                 
|                                                                 
|                                                                 
|LIABILITIES                                                      
|Current                                                          
|Accounts payable and accrued liabilities                         
|Shareholder loan                                                 
|Promissory note payable                                          
|                                                                 
|                                                                 
|                                                                 
|STOCKHOLDERS (DEFICIENCY) EQUITY                                
|Capital Stock                                                    
|Authorized:                                                      
|500,000,000 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:                                                          
|60,733,335 common shares at November 30, 2006 and                
|60,733,335 common shares at November 30, 2005                    
|                                                                 
|Additional paid-in capital                                       
|                                                                 
|Deficit Accumulated During The Exploration Stage                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Contingency, Commitments And Contractual Obligations (Note 12)   

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   
    2001 TO     
  NOVEMBER 30
|2005                                                                                           
|                                                                                               
|Revenue                                                                                        
|                                                                                               
|Expenses                                                                                       
|Amortization expense                                                                           
|Consulting                                                                                     
|Exploration costs                                                                              
|Filing fee and regulatory                                                                      
|Interest on shareholder loan                                                                   
|Loss (gain) on foreign exchange                                                                
|Loss on disposal of equipment                                                                  
|Mineral property acquisition payment                                                           
|Mineral property option payments                                                               
|Office and sundry                                                                              
|Professional fees                                                                              
|                                                                                               
|Total Expenses                                                                                 
|                                                                                               
|Net Loss For The Period                                                                        
|                                                                                               
|Basic And Diluted Loss Per Share                                                               
|                                                                                               
|Weighted Average Number Of Shares Outstanding                                                  
|                                                                                               

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   
    2001 TO     
  NOVEMBER 30
|2005                                                                                           
|                                                                                               
|Cash Provided By (Used In)                                                                     
|Cash Flows (Used In) Operating Activities                                                      
|Net loss for the period                                                                        
|Adjustment to reconcile net loss to net cash used in                                           
|operating activities:                                                                          
|Amortization                                                                                   
|Loss on disposal of equipment                                                                  
|Changes in operating assets and liabilities:                                                   
|Prepaid expense                                                                                
|Shareholder loan                                                                               
|Accounts payable and accrued liabilities                                                       
|Advances to related parties                                                                    
|                                                                                               
|Net cash used in operating activities                                                          
|                                                                                               
|Cash Flows From Financing Activities                                                           
|Shareholder loans received                                                                     
|Proceeds from notes payable                                                                    
|Issue of share capital                                                                         
|                                                                                               
|Net cash provided by financing activities                                                      
|                                                                                               
|Cash Flows (Used In) Investing Activities                                                      
|Advance of note receivable                                                                     
|Office equipment purchase                                                                      
|                                                                                               
|Net cash used in investing activities                                                          
|                                                                                               
|Net Increase (Decrease) In Cash                                                                
|Cash, Beginning Of Period                                                                      
|                                                                                               
|Cash, End Of Period                                                                            
|                                                                                               
|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 (DEFICIENCY) EQUITY



PERIOD FROM DATE OF INCEPTION, OCTOBER 17, 2001

TO NOVEMBER 30, 2006

(Stated in U.S. Dollars)



|                                   | COMMON STOCK | DEFICIT | 
|---------------------------------- | ------------ | ------- | 
|
|
|                                   |             
|Balance, October 17, 2001 (Date of |              |         | 
|inception)                         |              |         | 
|Shares issued for cash at $0.0002  |              |         | 
|Net loss for the period            |              |         | 
|                                   |             
|Balance, November 30, 2001         |              |         | 
|Shares issued for cash at $0.004   |              |         | 
|Net loss for the year              |              |         | 
|                                   |             
|Balance, November 30, 2002         |              |         | 
|Net loss for the year              |              |         | 
|                                   |             
|Balance, November 30, 2003         |              |         | 
|Net loss for the year              |              |         | 
|                                   |             
|Balance, November 30, 2004         |              |         | 
|Shares issued for cash at $0.006   |              |         | 
|Net loss for the year              |              |         | 
|                                   |             
|Balance, November 30, 2005         |              |         | 
|Net loss for the year              |              |         | 
|                                   |             
|Balance, November 30, 2006         |              |         | 
|                                   |             





On November 20, 2006, the Company effected a 5:1 forward stock split of the authorized, issued and outstanding common stock. All share amounts have been retroactively adjusted for all periods presented.





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, 2006 AND 2005

(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  $199,427  for the period  from  October  17,  2001  (inception)  to
November  30,  2006,  has a working  capital  deficiency  of $69,027  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, 2006, 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.  These  factors  raise
substantial  doubt regarding the  Companys  ability to continue as a going
concern. 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, 2006 AND 2005

(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) | Cash
| | -- | ----



Cash consists of cash on deposit with high quality major financial institutions,
and to date has not  experienced  losses on any of its  balances.  The  carrying
amounts  approximated  fair market value due to the liquidity of these deposits.
For  purposes  of the balance  sheets and  statements  of cash flows,  the Company
considers all highly liquid debt  instruments  purchased  with maturity of three
months or less to be cash equivalents.  At November 30, 2006 and 2005, the Company had no
cash equivalents.



| | b) | Mineral Property Interests
| | -- | --------------------------



The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards 144 (FAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets, when facts and circumstances indicate impairment may exist.



The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.





F-8

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)



|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------



| | b) | Mineral Property Interests (Continued)
| | -- | --------------------------------------



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 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 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 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.





F-9

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)





|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------



c)   Impairment of Long-Lived Assets



In accordance with Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. In such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets. The Company tests the recoverability of the assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.



| | d) | 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.



| | e) | Foreign Currency Translation
| | -- | ----------------------------



The Companys functional currency is the U.S. dollar. Transactions in Canadian and Australian dollars are translated into U.S. dollars as follows:



| | i) | monetary items at the rate prevailing at the balance sheet date;
| | -- | ----------------------------------------------------------------

| | ii) | non-monetary items at the historical exchange rate;
| | --- | ---------------------------------------------------

| | iii) | revenue and expenses at the average rate in effect during the applicable accounting period.
| | ---- | -------------------------------------------------------------------------------------------



Gains and losses on translation are recorded in the statement of operations.



| | f) | Income Taxes
| | -- | ------------



Income taxes are recognized in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.





F-10

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)



|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------



| | g) | 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, 2006 and 2005, the Company has no outstanding stock equivalents so basic and diluted loss per share are equivalent.



| | h) | Financial Instruments
| | -- | ---------------------



The  Companys  financial  instruments  consist of cash, note  receivable,
accounts  payable and  accrued  liabilities,  shareholder  loan and promissory note payable.
Unless otherwise noted, it is managements  opinion that the Company is not
exposed to  significant  interest,  currency or credit risks  arising from these
financial   instruments.   The  fair  value  of  these   financial   instruments
approximates their carrying values.



| | i) | Office Equipment
| | -- | ----------------



Office equipment consisting of computer hardware is recorded at cost and is being amortized using the straight-line method over its estimated useful life of 3 years.



| | j) | Revenue Recognition
| | -- | -------------------



The Company recognizes revenue in accordance with the criteria outlined in Securities Exchange Commission Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition. Revenues will be recognized once they are earned; specifically when: (a) services are provided or products are delivered to customers, (b) clear proof that an arrangement exists, (c) amounts are fixed or can be determined, and (d) the Companys ability to collect is reasonably assured.





F-11

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)





|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------



| | k) | Environmental Costs
| | -- | -------------------



Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to plan of action based on the then known facts.



| | l) | Asset Retirement Obligations
| | -- | ----------------------------



The Company has adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which requires that an asset retirement obligation (ARO) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset.



The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Companys credit-adjusted risk-free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.



| | m) | Exploration Stage Enterprise
| | -- | ----------------------------



The Companys financial statements are prepared using the accrual method of accounting and according to the provisions of SFAS No. 7, Accounting and Reporting for Development Stage Enterprises, as it devotes substantially all of its efforts to acquiring and exploring mineral properties in Yukon Territory, Canada. 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.



F-12

---



TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)





|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------



| | n) | Comprehensive Income
| | -- | --------------------



The Company has adopted SFAS No. 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.



|3. | RECENT ACOUNTING PRONOUNCEMENTS
|-- | -------------------------------



In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.
The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Companys future reported financial position or results of operations.

In  September  2006,  the  FASB  issued  SFAS  No.  157,   Fair Value  Measurements. The objective of
SFAS  No.  157 is to  increase  consistency  and  comparability  in  fair  value
measurements and to expand disclosures about fair value  measurements.  SFAS No.
157 defines fair value,  establishes  a framework  for  measuring  fair value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS No. 157 applies under other accounting  pronouncements
that require or permit fair value
measurements  and  does  not  require  any  new  fair  value  measurements.  The
provisions  of SFAS No. 157 are effective  for fair value  measurements  made in
fiscal years  beginning  after November 15, 2007. The adoption of this statement
is not expected to have a material effect on the Companys  future reported
financial position or results of operations.





F-13

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)



|3. | RECENT ACOUNTING PRONOUNCEMENTS(Continued)
|-- | ------------------------------------------

In June 2006, the FASB issued FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the
Companys future reported financial position or results of operations.

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

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial
instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a material effect on the Companys future reported financial position or results of operations.





F-14

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)



|4. | DEFERRED SHARE OFFERING COSTS
|-- | -----------------------------



The Company defers costs associated with offering of shares from treasury. These
costs will be netted against proceeds from related share issuances. If the share
offering  fails to  complete,  the costs will be charged  to  operations.  As at
November 30, 2006,  the Company had incurred  $20,739 in legal costs towards the
proposed  acquisition  further  described in Note 12. Due to  subsequent  events
regarding  the proposed  acquisition,  the Company has  expensed  these costs at
November 30, 2006.



|5. | 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. The property is being held in trust for the Company by a third party. During the year ended November 30, 2006, the Company incurred $2,591 in exploration expenses on this property.



|6. | NOTE RECEIVABLE
|-- | ---------------



During  the  year  ended  November  30,  2006,  the  Company   advanced  $78,340
(AUS$100,000)   to  Paddington   Gold   Holdings  Pty.  Ltd.   (Paddington
Holdco.), secured by a demand promissory note receivable, bearing interest
at 10% per annum,  repayable  on the  earlier  of one year or upon  closing of a
merger transaction between the Company and Paddington Holdco.  Refer to Notes 12
and 13.



|7. | OFFICE EQUIPMENT
|-- | ----------------



|                   | 2006 |              | 2005    
|------------------ | ---- | ------------ | --------
|                   |      | ACCUMULATED  | NET BOOK
|                   | COST | AMORTIZATION | VALUE   
|                   |      |              |         
|Computer equipment | $    | -            | $       



During the year ended November 30, 2006, the Company disposed of its computer equipment to former management for zero proceeds, resulting in a loss on disposal of equipment of $2,075.



|8. | 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:



| | a) | During the year ended November 30, 2006, the  Companys  director repaid an
advance of $Nil (2005  $3,450).
| | -- | ------------------------------------------------------------------------------------------------------------



| | b) | Accrued liabilities as at November 30, 2006 includes $4,000 (2005 - $NIL) owing to the director for consulting fees. During the year ended November 30, 2006, the Company incurred $6,000 in consulting fees to a director (2005 - $NIL).
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Accounts  payable as at November 30, 2006 includes  $3,125 (2005 - $1,950) owing
to  a   former   director   for   expenses   incurred   on  the   Companys
behalf.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------





F-15

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)



|8. | RELATED PARTY TRANSACTIONS(Continued)
|-- | -------------------------------------



| | d) | As at November 30, 2006, the Company received an advance of $50,000 from a director. The amount is supported by a promissory note, bears interest at 12% per annum and matures October 18, 2007. Accrued interest of $750 has been recorded.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | The Company disposed of its computer equipment to prior management for zero proceeds, an amount other than fair value. Accordingly, $2,075 has been recorded as loss on disposal of equipment.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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.





|9. | PROMISSORY NOTE PAYABLE
|-- | -----------------------



During the year ended November 30, 2006, the Company entered into a demand promissory note with a third party for $100,000, to be repaid on demand together with interest at 8% per annum.





|10. | COMMON STOCK
|--- | ------------



| | a) | On November 20, 2006, the Company effected a 5:1 forward stock split of its authorized, issued and outstanding common shares. As a result, the authorized share capital increased from 100,000,000 shares of common stock with a par value of $0.001 per share to 500,000,000 shares of common stock with a par value of $0.001 per share. The issued and outstanding share capital increased from 12,146,667 shares of common stock to 60,733,335 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | During the year ended November 30, 2005, the Company issued 733,335 post-split common shares at a price of $0.006 per share for total gross proceeds of $4,400.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | The Company has no stock option plan, warrants or other dilutive securities.
| | -- | ----------------------------------------------------------------------------





|11. | INCOME TAXES
|--- | ------------

The  Company  has  adopted   the   provisions   of  SFAS  109,Accounting for Income Taxes. Pursuant
to SFAS 109 the  Company is  required  to  compute  tax asset  benefits  for net
operating losses carried forward.  The potential benefit of net operating losses
have not been recognized in the financial  statements because the Company cannot
be  assured  that it is more  likely  than  not  that  it will  utilize  the net
operating losses carried forward in future years. The Company has  approximately
$196,900 of net operating loss carryforwards  available to offset taxable income
in future years which expire through fiscal 2026. For the periods
ended November 30, 2006 and 2005, the valuation  allowance  established  against
the    deferred    tax    assets    increased    by   $30,215    and    $38,700,
respectively.





F-16

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)



|11. | INCOME TAXES(Continued)
|--- | -----------------------

The components of the net deferred tax asset at November 30, 2006 and 2005, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:

|                       |  | November 30,
2006
$ | November 30,
2005
$
|---------------------- |  | ------------------- | -------------------
|                       |  |                     |                    
|Net Operating Losses   |  | 196,900             | 113,900            
|                       |  |                     |                    
|Statutory Tax Rate     |  | 35%                 | 34%                
|                       |  |                     |                    
|Deferred Tax Asset     |  | 68,915              | 38,700             
|                       |  |                     |                    
|Valuation Allowance    |  | (68,915)            | (38,700)           
|                       |  |                     |                    
|Net Deferred Tax Asset |  |                    |                   



|                                            | 2006 | 2005    
|------------------------------------------- | ---- | --------
|                                            |      |         
|Computed expected (benefit of) income taxes | $    | (29,050)
|Change in tax rates                         |      | (1,165) 
|Increase in valuation allowance             |      | 30,215  
|                                            |      |         
|                                            | $    | -       



The Company has incurred operating losses of approximately $196,900 which, if unutilized, will expire through to 2026. 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     
|2002                                            |      | 21,100    
|2003                                            |      | 42,900    
|2004                                            |      | 19,000    
|2005                                            |      | 26,600    
|2006                                            |      | 83,000    
|                                                |      |           
|Total income tax operating loss carry forwards. | $    | 196,900   





F-17

---

TEXADA VENTURES INC.

(An Exploration Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOVEMBER 30, 2006 AND 2005

(Stated in U.S. Dollars)





|12. | CONTINGENCY, COMMITMENTS AND CONTRACTUAL OBLIGATIONS
|--- | ----------------------------------------------------



On  November 9, 2006,  the Company  entered  into a Letter  Agreement  with Link
Investment  Holdings S.A.  (Link),  a Luxembourg company. On January
11, 2007, the Company  entered into a Term Sheet with  Paddington  Gold Holdings
Pty. Ltd. (Paddington  Holdco), an Australian company, and Link, the
parent  company of  Paddington  Holdco that  superseded  and replaced the Letter
Agreement.  Pursuant to the Term Sheet,  the  Company  and the  shareholders  of
Paddington   Holdco  have   arranged  for   investors   to  advance   $3,917,000
(AUS$5,000,000)  to facilitate a deposit paid by Paddington Holdco in connection
with the  acquisition by Paddington  Holdco from Barrick (PD) Australia  Limited
(Barrick),  an Australian company, of certain mineral assets located
in Australia. The provision to pay the $3,917,000 (AUS$5,000,000) is the initial
step in the  proposed  acquisition  by the  Company  of 100% of the  issued  and
outstanding  shares of  Paddington  Holdco,  in  exchange  for the  issuance  of
9,000,000  shares of the  Companys  common  stock to the  shareholders  of
Paddington  Holdco,  and advances  sufficient for Paddington  Holdco to purchase
certain mineral assets of Barrick.  During the year ended November 30, 2006, the
Company  advanced  $78,340  (AUS$100,000)  to  Paddington,  secured  by a
Note  receivable  (Note 6). In order to fund the  acquisition of the
shares of  Paddington  Holdco,  the Company  expects to commence a financing  to
raise up to $60,000,000.



The Company  also agreed that  concurrent  with the  acquisition  of the mineral
assets by Paddington Holdco from Barrick,  the Company would pay finders
fees in the amount
of $500,000 in cash and shares with a value of $1.2 million.  Additionally,  the
Company  has agreed to  reimburse  a third party $250,000  for  expenses
incurred in connection with the acquisition.



Closing of the transaction is contingent upon,  among other things,  the Company
raising  at least  $55,000,000  in  financing.  There is no  assurance  that the
Company will complete the financing or the  acquisition of Paddington.  Refer to
Note 13.



The Companys office is rented on a month-to-month basis at $150 per month.



|13. | SUBSEQUENT EVENTS
|--- | -----------------



On February 21, 2007, the Company  received notice from Link that the Term Sheet
described in Note 12 was terminated.



The  Promissory  Note  between the Company and  Paddington  Holdco.  is a Demand
Promissory  Note.  At an  appropriate  time the  Company  will make  demand  for
payment. Given that all options for restructuring the Paddington Holdco. deal or
transferring  the  Companys  interest  to a  third  party  have  not  been
extinguished,  the Company is not yet prepared to demand  payment.
The Note will be written down to its fair value in
a    subsequent    period    should    it    be    determined    not    to    be
collectible.



The  Company  entered  into a demand  promissory  note  with a third  party  for
$50,000, to be repaid on demand together with interest at 8% per annum, interest
payable annually due on or before February 14 of each year.







F-18

---

|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

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective and that our disclosure controls and procedures were adequately designed and are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in applicable rules and forms. In addition, our principal executive officer and principal financial officer have determined that the disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed under the Exchange Act are accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Changes In Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or 15(d)-15(f)) that occurred during the companys most recent fiscal quarter and the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

|ITEM 8B. | OTHER INFORMATION.
|-------- | ------------------

None.





28

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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                                                                                      
|---------------- | --- | ----------------------------------------------------------------------------------------------
|John Veltheer    | 40  | Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director

Dr.John Veltheerwas appointed our Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer effective September 26, 2006. Dr. Veltheer has had experience at the executive level of a number of public and private companies over the past nine years, including both established businesses and start-up ventures. He is also familiar with regulatory compliance and corporate governance requirements imposed by the United States Securities and Exchange Commission (the SEC). From 1999 to 2000, Dr. Veltheer was president and director of SUMmedia.com Inc. (OTCCB:ISUM), a U.S. reporting company where, in addition to significant fundraising, he oversaw the running of one of the Internets first eCoupon portals. From 2002 to 2003, Dr. Veltheer was the president and a director of
Rapidtron, Inc. (OTCBB:RPDT), a U.S. reporting company and a leading provider of Radio Frequency Smart access control and ticketing/membership systems, where he was responsible for SEC compliance and corporate governance. From 2003 to 2005, Dr. Veltheer was vice-president, business development and later chief operating officer and director of House of Brussels Chocolates, Inc. (OTCBB:HBSL), a U.S. reporting company whose primary business is gourmet chocolate wholesaling. From 2005 to September 2006, Dr. Veltheer was president and director of SES Solar Inc. (OTCBB:SESI), a U.S. reporting company, where he managed a business combination with a Swiss Solar Energy concern and associated fundraising. Dr. Veltheer remains a director of SES Solar Inc. Dr. Veltheer is currently the chief executive officer, secretary, treasurer and a director of Vecten Corporation, a startup private equity fund. Dr. Veltheer continues to serve as the president and a director of Iridium
Capital Inc., a private Canadian company that provides its clients with start-up consulting services. Dr. Veltheer received his B.Sc. Chemistry (Honours) from Queens University in 1988 and his Ph.D. (Chemistry) from the University of British Columbia in 1993.

Dr. Veltheer does not have formal training as a geologist or in the technical or managerial aspects of management of a mineral exploration company. Dr. Veltheer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.





29

---





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.

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, 2006, 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 LateReports | Transactions NotTimely Reported | Known Failures to Filea Required Form | 
|------------------------------------------------------------------------------------------------------------- | --------------------- | ------------------------------- | ------------------------------------- | 
|                                                                                                             
|John Veltheer,
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director | None                  | None                            | None                                  | 

|ITEM 10. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

We did not pay any salary, bonus or other compensation to Mark Branson since our
inception on October 17,  2001.  In October, we paid Dr. Veltheer $2,000. For
the month beginning in November, we agreed to pay  Dr. Veltheer,  our sole
director and officer,  a nominal salary of $4,000 per month in  consideration of
management  consulting services provided by  Dr. Veltheer  to Texada. 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, 2007 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 Natureof BeneficialOwnership | Percentageof CommonStock (1) | 
|---------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ---------------------------- | 
|                                                                      
|                                                                      
|Officers and Directors and Holders of More than 5% of Our Common Stock |                                                                                                                           
|                                                                      
|                                                                      
|Common Stock                                                           | John VeltheerPresident, Secretary, Treasurerand Director,2957 West 21st Avenue
Vancouver, British Columbia, Canada V6L 1K7 | 30,000,000Direct                        | 49%                          | 
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Common Stock                                                           | All Officers and Directorsas a Group (1 person)                                                                            | 30,000,000                              | 49%                          | 
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      





|(1) | Applicable percentage of ownership is based on 60,733,335, shares of common stock issued and outstanding as of February 28, 2007, together with securities exercisable or convertible into shares of common stock within 60 days of February 28, 2007 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, 2007 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.





31

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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.



|EQUITY COMPENSATION PLAN INFORMATION AS AT NOVEMBER 30, 2006 |                                                                                           
|------------------------------------------------------------ | ------------------------------------------------------------------------------------------
|Plan Category                                                | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights(a)
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|Equity CompensationPlans approved by securityholders         | Nil                                                                                       
|                                                            
|                                                            
|                                                            
|                                                            
|Equity CompensationPlans not approved bysecurity holders     | Nil                                                                                       
|                                                            
|                                                            
|                                                            
|Total                                                        | Nil                                                                                       

|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

Except as disclosed below, none of the following persons has had any direct or indirect material interest in any transaction to which we have been a party since our incorporation or in any transaction to which we are proposed to be a party, other than the Share Purchase Agreement:

| | 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 30,000,000 shares of common stock on November 1, 2001 to Mr. Marc Branson, our former 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

---





Effective September 25, 2006, Marc Branson entered into a share purchase agreement (the Share Purchase Agreement) with Dr. John Veltheer. Pursuant to the Share Purchase Agreement, Mr. Branson transferred 30,000,000 shares of the Companys Common Stock held by him to Dr. Veltheer at an aggregate price of $9,000.

During the nine-month period ended August 31, 2006, Mr. Branson, our former
director,  repaid and advance of $Nil (2005 -- $3,900) for expenses  incurred.
Accounts  payable as at August 31, 2006,  included
$1,950 (2005 -- $1,150) owing to  Mr. Branson  for expenses incurred on the
Companys   behalf.  These  transactions  were  in  the  normal  course  of
operations  and were  measures at the exchange  amount,  which  represented  the
amount   of   consideration   established   and   agreed   to  by  the   related
parties.

|ITEM 13. | EXHIBITS.
|-------- | ---------

Exhibit

|Number | Description of Exhibits
|------ | -----------------------



|3.1 | Articles of Incorporation.(1)
|--- | -----------------------------

|3.2 | Bylaws, as amended.(1)
|--- | ----------------------

|3.3 | Articles of Incorporation, as amended. (2)
|--- | ------------------------------------------

|4.1 | Form of Share Certificate.(1)10.1
|--- | ---------------------------------

|10.1 | Mineral Claim Purchase Agreement.(1)
|---- | ------------------------------------

|10.2 | Loan Agreement dated October 18, 2006, between John Veltheer and Texada Ventures, Inc.(3)
|---- | -----------------------------------------------------------------------------------------

|10.3 | Letter Agreement dated November 9, 2006 among our company and Link Investment Holdings, S.A. (4)
|---- | ------------------------------------------------------------------------------------------------

|10.4 | Promissory note issued to IFG Trust Services, Inc.
|---- | --------------------------------------------------

|14.1 | Code of Ethics. (5)
|---- | -------------------

|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.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------

|99.1 | Share Purchase Agreement dated September 25, 2006 between Marc Branson & John Veltheer. (6)
|---- | -------------------------------------------------------------------------------------------



| | (1) | Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on April 15, 2003, as amended.
| | --- | ---------------------------------------------------------------------------------------------------------------------------
| | (2) | Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 21, 2006.                             
| | (3) | Filed with the SEC as an exhibit to our Quarterly Report on Form 10-KSB originally filed on October 20, 2006.              
| | (4) | Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 11, 2006                              
| | (5) | Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on March 9, 2006.                               
| | (6) | Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 29, 2006                             



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|-------- | ---------------------------------------

Audit Fees

The aggregate fees billed for the two most recently completed fiscal years ended November 30, 2006 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:





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|                   | Year Ended November 30, 2006 | Year Ended November 30, 2005
|------------------ | ---------------------------- | ----------------------------
|Audit Fees         | $10,750                      | $9,000                      
|Audit Related Fees | -                            | -                           
|Tax Fees           | -                            | -                           
|All Other Fees     | -                            | -                           
|Total              | $10,750                      | $9,000                      







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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/ John Veltheer                               
| |       | JOHN VELTHEER                                   
| |       | Chief Executive Officer, Chief Financial Officer
| |       | President, Secretary and Treasurer and          
| |       | Director                                        
| |       | (Principal Executive Officer                    
| |       | and Principal Accounting Officer)               
| |       |                                                 
| | Date: | February 28, 2007                               











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