**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**




**Washington,
      D.C. 20549**




**FORM 10-KSB**


**(Mark
      one)**


**ý**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE****ACT
                OF 1934.****For
                the fiscal year ended December 31, 2006****OR****o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934.****For
                the transition period from _____________ to _____________**




**Commission
      File No: 000-46494**







**STRATEGIC
      RESOURCES LTD.**


(Exact
      Name of Small Business Issuer in its Charter)




**Nevada**
              (State
                or Other Jurisdiction
              of
                Incorporation or Organization)
            **98-0372619**
              (I.R.S.
                Employer
              Identification
                No.)





**1942
                Broadway**
              **Suite
                320**
              **Boulder,
                Colorado**
              (Address
                and telephone number of Principal Executive Offices)
            **80201**
              (Zip
                Code)




**303-323-1927**


(Issuer’s
      Telephone Number, Including Area Code)







Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchanged 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 ý No o




Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      the
      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. ý




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo ý





State
                issuer’s revenues for its most recent fiscal year:
            
            $
            0State
                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 April 13, 2007
            
            $
            56,820,518.20Number
                of shares of Common Stock ($0.01 par value) outstanding as of the
                close of
                business on April 13, 2007:
            
            
            67,070,370





Transitional
                Small Business Disclosure Format
            
            Yeso
            
            Noý









**STRATEGIC
      RESOURCES LTD.**





**TABLE
      OF CONTENTS**





**Page**PART IItem
                1.
            Description
                of Business
            
            1Item
                2.
            Description
                of Property
            
            12Item
                3.
            Legal
                Proceedings
            
            12Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            12PART IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            
            12Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            
            13Item
                7.
            Financial
                Statements
            
            15Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                DisclosureItem
                8A.
            Controls
                and Procedures
            
            15Item
                8B
            Other
                Information
            
            16PART IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons, Compliance With
                Section 16(a) of the Exchange Act
            
            16Item
                10.
            Executive
                Compensation
            
            17Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            17Item
                12.
            Certain
                Relationships and Related Transactions
            
            18Item
                13.
            Exhibits
            
            18Item
                14.
            Principal
                Accountant Fees and Services
            
            19









**PART
      I**




**Item
      1. Description of Business**




**Business
      Overview**




Strategic
      Resources Ltd. (“we”, “us”, “our”, or the “Company”) was incorporated in March
      2002 in the state of Nevada. We adopted this name in December of 2006 in
      connection with our obtaining an option to purchase certain uranium properties
      in Argentina.




On
      December 1, 2006, we entered into a letter agreement that provided us (or our
      designee) with the option to purchase certain uranium properties from Somuncurah
      SRL, an Argentine entity. The properties consist of seven groups of uranium
      exploration properties covering an aggregate area of 29,950 hectares in the
      province of La Rioja, Argentina. The seven properties are located in proximity
      with many other exploration properties currently being explored by other
      companies or in proximity with properties previously claimed by the Argentine
      National Commission of Atomic Energy (“C.N.E.A.”).




On
      April
      16, 2007, we entered into a letter agreement that provided us (or our designee)
      with the option to purchase an additional uranium property from Somuncurah
      SRL.
      We paid US$50,000.00 to exercise the option on April 16, 2007. The property
      is a
      uranium exploration property covering 80 hectares in the province of La Rioja,
      Argentina. We cannot provide any assurances that any of those other exploration
      properties or our properties will yield any amounts of uranium.





**Our
      Properties**





*The
      Initial Properties*





Management
      understands that prior operators on the initial properties performed
      considerable exploration work. All of the properties are close to paved roads
      and are in zones of moderate climate and topography. Management understands
      that
      the infrastructure is quite adequate for uranium exploration and development.


In
                  order to maintain the option agreement for the initial properties,
                  we are
                  obligated to make the following payments to Somuncurah:·
                  On or before May 10, 2007
              US$
                  150,000.00·
                  On or before May 10, 2008
              US$
                  150,000.00·
                  On or before May 10, 2009
              US$
                  250,000.00·
                  On or before November 10, 2010
              US$
                  2,800,000.00The
                  names and areas covered by the initial properties are as
                  follows:·
                  Guanchin
              3,500
                  hectares·
                  Cuesta de Miranda
              4,500
                  hectares·
                  Alpasinche
              3,500
                  hectares·
                  Bolson de Paluqui
              3,950
                  hectares·
                  Huaco
              3,000
                  hectares·
                  Rincon de los Paez
              5,500
                  hectares·
                  Cuesta de Miranda I
              6,000
                  hectaresTotal
              29,950
                  hectares




1




Once
      we
      have made each of the payments, Somuncurah shall promptly convey the initial
      properties to us, free and clear of all liens and encumbrances, except for
      those
      that attached due to our action or inaction. We can decline to proceed with
      the
      purchase option for any of the properties by notifying Somuncurah at least
      30
      days in advance of the date of the next subsequent payment. The payment amounts
      thereafter to be made by us shall be proportionately reduced in the ratio of
      the
      hectares contained within the relinquished property to the 29,950 total.
      Somuncurah shall also reserve to itself or its assigns a 1.5% net smelter return
      royalty interest, to be determined and documented in accordance with industry
      standards.




The
      indicator uranium mineralization in the Guanchin property is contained in the
      metamorphic rocks primarily as copper - uranium mineralization and is evidenced
      by the presence of veinlets cutting through much of the shallow zones of the
      sediments.




The
      Guanchin and Cuesta de Miranda properties lie to the southeast of the Famatina
      chain, close to Chilecito City. Historic mining exploration works can be seen
      throughout much of the area and it is expected that those workings will guide
      additional exploration of the mineralized structures. The exploration guides
      are
      the sedimentary/metamorphic rocks of the Negro Peinado formation (Ordovicic).
      These rocks are surrounded by granites from the Ñuñorco formation (Devonic).




The
      Guanchin uranium mineralization is related to copper carbonates, copper
      sulphides, fluorite, calcite, and barite. The uranium minerals are uranofano
      and
      autunite close to the surface and pitchblende at depth. The mineralization
      is
      placed in lenses containing higher grade values in the core and low grade in
      the
      outer part of the lenses. Some preliminary sampling work performed in 2006
      by
      previous operators on the old exploration works yielded high U3O8; however,
      there is no assurance that we will yield similar or any amounts of uranium.
      Preliminary mapping and radiometric recognition has also been done. Geological
      mapping and sampling works have been done, along with radiometric recognition.




The
      Alpasinche, Bolson de Palqui, and Huaco properties cover three different areas
      related to radiometric anomalies placed in the north, central, and south part
      of
      the Sierra de Velasco area of La Rioja. Alpasinche and Huaco have been located
      where a sizeable radiometric anomaly was detected, and is in proximity with
      a
      claim placed by the C.N.E.A. Bolson de Paluqui has radiometric anomalies and
      has
      the same geological formations as a former producing uranium mine named Los
      Colorados to which it is proximate.




The
      Rincon de los Paez property is placed in the south-west part of the Sierra
      de
      Sañogasta and Sierra de Vilgo, belonging to the same geological formations as
      the Guanchin and Cuesta de Miranda cateos. The mineralization is related to
      fluorite, barite, and calcite veins, together with copper.




*The
      Subsequent Property*




In
                order to maintain the option agreement for the subsequent property,
                we are
                obligated to make the following payments to Somuncurah:·
                On or before September 14, 2007
            US$
                50,000.00·
                On or before March 14, 2008
            US$
                50,000.00·
                On or before September 14, 2008
            US$
                50,000.00·
                On or before March 14, 2009
            US$
                75,000.00·
                On or before September 14, 2009
            US$
                75,000.00·
                On or before March 14, 2010
            US$
                75,000.00·
                On or before September 14, 2010
            US$
                75,000.00·
                On or before March 14, 2011
            US$
                350,000.00The
                name and area covered by the subsequent property is as
                follows:·
                San Sebastian
            80
                hectares




2




Once
      we
      have made each of the payments, Somuncurah shall promptly convey the subsequent
      property to us, free and clear of all liens and encumbrances, except for those
      that attached due to our action or inaction. We can decline to proceed with
      the
      purchase option for the subsequent property by notifying Somuncurah at least
      30
      days in advance of the date of the next subsequent payment. Somuncurah shall
      also reserve to itself or its assigns a 1.5% net smelter return royalty
      interest, to be determined and documented in accordance with industry
      standards.




The
      San
      Sebastian property is located approximately 75 kilometers west-northwest of
      La
      Rioja, via national highway 40. The main uranium host rock is a strongly
      altered, highly fractured and sheared quartzite/siltstone. Mineralization
      appears to follow high angle structures striking north-northwest and east-west.
      Alteration minerals include dark purple fluorite, barite, copper oxides,
      carnotite, quartz, iron and manganese oxides. Radiometric survey of the various
      trenches, open slot cuts and shallow drifts produced gamma anomalies ranging
      between 2,000 to 8,000 cps with an average background of approximately 500
      cps.





At
      the
      San Sebastian property, there is strong evidence of structural control within
      meta-sedimentary host rocks resulting in localized concentrations of uranium.
      Field observations indicate the presence of widespread uranium mineralization
      within various excavations and mine working over an area measuring approximately
      0.5 km 2 .
      The
      mineral assemblage and open space habit of mineralization are consistent with
      a
      low temperature environment. The near surface occurrence and oxidized nature
      of
      the mineralization suggests that uranium leaching may have occurred on the
      property .





*Recent
      Financing*





In
      the
      fourth quarter of 2006 and the first quarter of 2007, we raised $1,011,920
      in a
      private placement of units of our equity securities. Each unit consisted of
      one
      share of our common stock and one warrant for the purchase of an additional
      share of our common stock. The per-unit purchase price was $0.04. The exercise
      price of the warrant is $0.07. The warrant will be exercisable between April
      1,
      2007, and the one-year anniversary of the closing of the offering. We plan
      to
      use the funds generated by the sale of the 25.3 million units and by the
      exercise of the warrants (as to which exercise there can be no assurance)
      primarily in connection with our new uranium projects in Argentina and for
      general corporate purposes.





*Our
      History*





Our
      original name had been DDI International Inc., and our initial business plan
      had
      been to develop a dental portal that was to provide assistance and information
      to dentists, consumers, and industry providers in the dental industry. On May
      17, 2004, we changed our name to Key Gold Corporation and revised our business
      plan to pursue funding for geological mapping of a specified region in China
      with the ultimate intent to participate in the exploring and mining for precious
      and non-precious metals and other mineral resources in that region. In
      connection with that name change, our Chairman, Chief Executive Officer, and
      majority stockholder resigned and a new sole director and management were
      appointed. In 2005, we expanded our efforts into Mongolia, taking advantage
      of
      our knowledge of geological occurrences in various mining and prospecting areas
      in the country.




During
      the early part of 2005, we worked on a reconnaissance program to confirm work
      previously done by our joint venture partner with respect to its exploration
      projects in Mongolia, which joint venture partner holds key mineral licenses.
      We
      decided to commence a shallow drill program on the first of the targets
      identified by the reconnaissance program. During the period between May 28,
      2005, and June 8, 2005, we completed a six-hole, 430 meter reverse circulation
      (“RC”) drilling program at the Uhaa Hudag gold prospect located in the south
      Gobi Desert of south-central Mongolia. All of the six RC holes, numbered UH05-01
      to UH05-06, were inclined to the north at -45o and drilled to depths ranging
      from 54 to 100 meters. The objective of the program was to test for
      near-surface, bulk mineable, oxide gold mineralization by undercutting a series
      of trenches where assay results for channel sampling proved encouraging, with
      widths of up to 79 meters grading 1.96 grams per tonne of gold. Although two
      previous rounds of drilling were completed on the property by the joint venture
      partner in 1997 and in 2003, these programs did not adequately test the
      mineralizing system due to either poor drill core recovery techniques or the
      inconsistencies in the mineralization.




3




In
      August
      of 2005, we sent two geologists to conduct further reconnaissance work in the
      northeastern part of Mongolia exploring the Tsaigan and Hu Chuluu concessions
      controlled by a private Canadian company. Based on the initial results of the
      reconnaissance work, we and the private company agreed in principal the basic
      terms of an earn-in joint venture relationship. These terms were never finalized
      as we were waiting for clarification from the Mongolian government on its
      proposed mineral tax legislation.




On
      May
      12, 2006, the parliament of Mongolia passed new legislation levying tax on
      windfall profit resulting from mineral exploration in the country. Reports
      from
      sources in the country and other media indicated that the Mongolian government
      would impose a tax beginning at the rate of 68% when copper prices reach $2,600
      per metric tonne and when gold prices reach $500 per ounce. Based on the
      information available regarding this new legislation, we began exploring other
      opportunities in the resource sector.




Late
      in
      December 2005, we visited the far eastern parts of China to assess mineral
      opportunities in the region. Although the area is rich with minerals, we
      determined that there was too much risk to invest in exploration of the region
      because of the unstable political climate and the limited resources then
      available to us.




Subsequent
      to the fiscal year ended 2005, we notified our joint venture partner with
      respect to the simpler Gold project, PRC, JHP Resources Limited, that we will
      not proceed with further exploration on the joint venture’s concession. There
      are no further expenditures required by us and no shares have been issued to
      JHP
      Resources Limited.




**Our
      Business Focus**




We
      are a
      natural resource exploration and development company engaged in the exploration
      and development of properties that may contain uranium minerals. Our strategy
      is
      to acquire properties that are thought to contain economic quantities of uranium
      ore and have undergone some degree of uranium exploration but have not yet
      been
      mined.




**Competition**




We
      operate in a highly competitive industry, competing with other mining and
      exploration companies, and institutional and individual investors, which are
      actively seeking uranium minerals exploration properties throughout the world
      together with the equipment, labor, and materials required to exploit such
      properties. Many of our competitors have financial resources, staff, and
      facilities substantially greater than ours. The principal area of competition
      is
      encountered in the financial ability to cost effectively acquire prime minerals
      exploration prospects and then exploit such prospects. Competition for the
      acquisition of uranium minerals exploration properties is intense, with many
      properties available in a competitive bidding process in which we may lack
      technological information or expertise available to other bidders. Therefore,
      we
      may not be successful in acquiring and developing profitable properties in
      the
      face of this competition. No assurance can be given that a sufficient number
      of
      suitable uranium minerals exploration properties will be available for
      acquisition and development.




**Research
      and Development**




We
      expect
      our growth objectives will be achieved through evaluating prospects and
      deploying modern exploration techniques that have not been used on such
      prospects in the regions of the world in which we are exploring. No research
      and
      development expenditures have been incurred, either on our account or sponsored
      by customers, since our change of business focus to uranium minerals
      exploration.




**Intellectual
      Property**




We
      have
      no patents, trademarks, licenses, franchises, concessions, or royalty
      agreements.




**Effect
      of Government Regulations**




Our
      minerals exploration activities are, or will be, subject to extensive laws
      and
      regulations governing prospecting, development, production, exports, taxes,
      labor standards, occupational health, waste disposal, protection and remediation
      of the environment, protection of endangered and protected species, mine safety,
      toxic substances, and other matters. Minerals exploration is also subject to
      risks and liabilities associated with pollution of the environment and disposal
      of waste products occurring as a result of mineral exploration and production.
      Compliance with these laws and regulations may impose substantial costs on
      us
      and will subject us to significant potential liabilities. Changes in these
      regulations could require us to expend significant resources to comply with
      new
      laws or regulations or changes to current requirements and could have a material
      adverse effect on our business operations.




4




We
      are in
      the process of obtaining applications for those licenses, permits and other
      authorizations currently required to conduct our explorations in Argentina.
      As
      we further advance our properties to a drill target stage, we intend to submit
      all required permitting applications as required. In Argentina, business
      licenses for companies, and the acquisition and transfer of exploration and
      mining permits, are all acquired subject to government approval. Such approval
      may involve many levels of government ( *i.e.* Federal,
      Provincial, County and/or City approval), and we cannot provide assurances
      that
      all such approvals will be successfully obtained. Moreover, even where business
      licenses are issued, there can be no guarantee that the transfer and/or
      acquisition of exploration and/or mining permits will be approved, nor can
      we
      guarantee that such approvals will be obtained from all levels of government
      required for such approval.




We
      believe that we are and will continue to be in compliance in all material
      respects with applicable statutes and the regulations passed in Argentina.
      There
      are no current orders or directions relating to us with respect to the foregoing
      laws and regulations.




**Environmental
      Regulation**




Exploration
      and production activities are subject to certain environmental regulations
      that
      may prevent or delay the commencement or continuance of our operations. In
      general, our exploration and production activities are subject to certain
      federal, state, and local laws and regulations relating to environmental quality
      and pollution control. Such laws and regulations increase the costs of these
      activities and may prevent or delay the commencement or continuance of a given
      operation. Compliance with these laws and regulations has not had a material
      effect on our operations or financial condition to date. However, such laws
      and
      regulations are frequently changed and we are unable to predict the ultimate
      cost of compliance. Generally, environmental requirements do not appear to
      affect us any differently or to any greater or lesser extent than other
      companies in the industry, and our current operations have not expanded to
      a
      point where either compliance or cost of compliance with environmental
      regulation is a significant issue for us. Costs have been incurred to date
      with
      respect to compliance with environmental laws, and costs are only expected
      to
      increase with the increasing scale and scope of exploration operations.




Minerals
      exploration operations are subject to comprehensive regulation that may cause
      substantial delays or require capital outlays in excess of those anticipated,
      causing an adverse effect on our business operations. Minerals exploration
      operations are subject to federal, state, and local laws relating to the
      protection of the environment, including laws regulating removal of natural
      resources from the ground and the discharge of materials into the environment.
      Minerals exploration operations are also subject to federal, state, and local
      laws and regulations that seek to maintain health and safety standards by
      regulating the design and use of drilling methods and equipment. Various permits
      from governmental bodies are required for drilling operations to be conducted;
      no assurance can be given that such permits will be received. Environmental
      standards imposed by governmental authorities may be changed and any such
      changes may have material adverse effects on our activities. Moreover,
      compliance with such laws may cause substantial delays or require capital
      outlays in excess of those anticipated, thus causing an adverse effect on us.
      Additionally, we may be subject to liability for pollution or other
      environmental damages that we may elect not to insure against due to prohibitive
      premium costs and other reasons. As of the date of this Annual Report, other
      than with respect to the posting of a performance bond, we have not been
      required to spend material amounts on compliance with environmental regulations.
      However, we may be required to do so in future and this may affect our ability
      to expand or maintain our operations.




**Employees**




As
      of
      April 16, 2007, we had no full-time employees. We obtain the services of John
      Anderson, our Chief Executive Officer and sole director, on a consultancy basis
      through our agreement with Axiom Consulting Corp., a Canadian corporation
      (“Axiom”). Mr. Anderson is a director, officer, and sole stockholder of Axiom.
      (See Item 10—Executive Compensation and Item 12—Certain Relationships and
      Related Transactions.) We obtain additional administrative and engineering
      services on a consultancy basis, including a secretarial assistant who currently
      assists with our day-to-day business operations.




5




**Risk
      Factors**




An
      investment in our common stock involves a number of significant risks. You
      should carefully consider the following risks and uncertainties in addition
      to
      other information in evaluating our company and its business before purchasing
      shares of our common stock. Our business, operating results, and financial
      condition could be seriously harmed due to any of the following risks. The
      risks
      described below, as well as the other information contained in this annual
      report, are all of the material risks that we are currently aware of that are
      facing our company. Additional risks not presently known to us may also impair
      our business operations. You could lose all or part of your investment due
      to
      any of these risks.




**Risks
      Related to Our Business and Our Marketplace**




***Our
      operations are subject to risks of doing business
      abroad.***




Exploration,
      development and production activities outside of the United States of America
      are potentially subject to political and economic risks, including:




·
            
            Cancellation
                or renegotiation of contracts;




·
            
            Disadvantages
                of competing against companies from countries that are not subject
                to U.S.
                laws and regulations, including the Foreign Corrupt Practices Act;




·
            
            Changes
                in foreign laws or regulations;




·
            
            Royalty
                and tax increases or claims by governmental entities, including
                retroactive claims;




·
            
            Expropriation
                or nationalization of property;




·
            
            Currency
                fluctuations (particularly in countries with high inflation);




·
            
            Foreign
                exchange controls;




·
            
            Restrictions
                on the ability of local operating companies to sell uranium offshore
                for
                U.S. dollars, or on the ability of such companies to hold U.S. dollars
                or
                other foreign currencies in offshore bank accounts;




·
            
            Import
                and export regulations, including restrictions on the export of uranium;




·
            
            Restrictions
                on the ability to pay dividends offshore;




·
            
            Risk
                of loss due to civil strife, acts of war, guerrilla activities,
                insurrection and terrorism;




·
            
            Risk
                of loss due to disease and other potential endemic health issues;
                and




·
            
            Other
                risks arising out of foreign sovereignty over the areas in which
                our
                operations are conducted.




Consequently,
      our exploration, development and production activities may be substantially
      affected by factors beyond our control, any of which could materially adversely
      affect our financial position or results of operations. Furthermore, in the
      event of a dispute arising from such activities, we may be subject to the
      exclusive jurisdiction of courts outside of the United States of America, which
      could adversely affect the outcome of a dispute.




***Currency
      fluctuations may affect costs.***





Currency
      fluctuations may affect the costs that we incur at our operations. Uranium
      is
      sold throughout the world based principally on the U.S. dollar price, but a
      portion of our operating expenses will be incurred in local currencies. The
      appreciation of non-U.S. dollar currencies against the U.S. dollar can increase
      the costs of uranium production in U.S. dollar terms at mines located outside
      the United States, making such mines less profitable.





***We
      will need to raise additional financing to complete further
      exploration.***





We
      will
      require significant additional financing in order to maintain our option
      agreements with Somuncurah and to continue our exploration activities and our
      assessment of the commercial viability of our Argentine properties. Furthermore,
      if the costs of our planned exploration programs are greater than anticipated,
      we may have to seek additional funds through public or private share offerings
      or arrangements with corporate partners. There can be no assurance that we
      will
      be successful in our efforts to raise these required funds if at all, or on
      terms satisfactory to us. The continued exploration of our properties and the
      development of our business will depend upon our ability to establish the
      commercial viability of our properties and to ultimately develop cash flow
      from
      operations and reach profitable operations. We currently are in the exploration
      stage, have no revenue from operations, and are experiencing significant
      negative cash flow. We may finance our business by offering an interest in
      our
      properties to be earned by another party or parties carrying out further
      exploration and development thereof or to obtain project or operating financing
      from financial institutions, neither of which is presently intended. **** If
      we are
      unable to obtain additional financing, we will not be able to continue our
      exploration activities and our assessment of the commercial viability of our
      properties. Further, if we are able to establish that development of our
      properties is commercially viable, our inability to raise additional financing
      at this stage would result in our inability to place our properties into
      production and recover our investment.




6




Our
      properties do not contain reserves in accordance with the definitions adopted
      by
      the SEC, and there is no assurance that any exploration programs that we utilize
      will establish reserves. All of our properties are in the exploration stage
      as
      opposed to the development stage and have no known body of economic
      mineralization. The known mineralization at these properties has not yet been
      determined to be economic ore, and may never be determined to be economic.
      We
      plan to conduct further exploration activities on our properties, which future
      exploration may include the completion of feasibility studies necessary to
      evaluate whether a commercial mineable orebody exists on any of our properties.
      There is a substantial risk that these exploration activities will not result
      in
      discoveries of commercially recoverable quantities of ore. Any determination
      that our properties contain commercially recoverable quantities of ore may
      not
      be reached until such time that final comprehensive feasibility studies have
      been concluded that establish that a potential mine is likely to be economic.
      There is a substantial risk that any preliminary or final feasibility studies
      carried out by us will not result in a positive determination that our
      properties can be commercially developed.





As
      our
      properties do not contain any known reserves or any known body of economic
      mineralization, we may not discover commercially exploitable quantities of
      ore
      on our properties that would enable us to enter into commercial production,
      achieve revenues, and recover the money we spent on exploration.





***Our
      exploration activities on our properties may not be commercially successful,
      which could lead us to abandon our plans to develop some or all of the
      properties and our investments in exploration.***





Our
      long-term success depends on our ability to establish commercially recoverable
      quantities of ore on our properties that can then be developed into commercially
      viable mining operations. Mineral exploration is highly speculative in nature,
      involves many risks, and is frequently non-productive. These risks include
      unusual or unexpected geologic formations and the inability to obtain suitable
      or adequate machinery, equipment, or labor. The success of uranium exploration
      is determined in part by the following factors:





·
            identification
                of potential uranium mineralization based on superficial analysis;





·
            availability
                of government-granted exploration permits;





·
            the
                quality of management and geological and technical expertise; and





·
            the
                capital available for exploration.





Substantial
      expenditures are required to establish proven and probable reserves through
      drilling and analysis, to develop metallurgical processes to extract metal,
      and
      to develop the mining and processing facilities and infrastructure at any site
      chosen for mining. Whether a mineral deposit will be commercially viable depends
      on a number of factors, which include, without limitation, the particular
      attributes of the deposit, such as size, grade, and proximity to infrastructure;
      metal prices, which fluctuate widely; and government regulations, including,
      without limitation, regulations relating to prices, taxes, royalties, land
      tenure, land use, importing and exporting of minerals, and environmental
      protection. We may invest significant capital and resources in exploration
      activities and abandon such investments if we are unable to identify
      commercially exploitable mineral reserves. The decision to abandon a project
      may
      reduce the trading price of our common stock and impair our ability to raise
      future financing. We cannot provide any assurance to investors that we will
      discover or acquire any mineralized material in sufficient quantities on any
      of
      our properties to justify commercial operations. Further, we will not be able
      to
      recover the funds that we spend on exploration if we are not able to establish
      commercially recoverable quantities of ore on our mineral properties.





***Our
      business is difficult to evaluate because we have a limited operating
      history.***





In
      considering whether to invest in our common stock, you should consider that
      our
      focus on uranium mining began in December 2006, and, as a result, there is
      only
      limited historical financial and operating information available on which to
      base your evaluation of our performance. Furthermore, while we were named Key
      Gold Corporation, our business of exploring for gold was unsuccessful.




7




***We
      have a history of operating losses and there can be no assurances we will be
      profitable in the future.***





We
      have a
      history of operating losses, expect to continue to incur losses, and may never
      be profitable, and we must be considered to be in the exploration stage.
      Further, we have been dependent on sales of our equity securities and debt
      financing to meet our cash requirements. We have incurred losses totaling
      approximately $1,394,675 from March 22, 2002 (inception) to December
      31, 2006. As of December 31, 2006, we had an accumulated deficit of $1,456,676
      and had incurred losses of approximately $251,301 during the fiscal year ended
      December 31, 2006. Further, we do not expect positive cash flow from operations
      in the near term. There is no assurance that actual cash requirements will
      not
      exceed our estimates. In particular, additional capital may be required in
      the
      event that: (i) the costs to acquire additional uranium exploration claims
      are
      more than we currently anticipate; (ii) exploration and or future potential
      mining costs for additional claims increase beyond our expectations; or (iii)
      we
      encounter greater costs associated with general and administrative expenses
      or
      offering costs.





***Our
      financial statements contain a going concern
      qualification.***





We
      have
      historically funded our operations through debt or equity financing. Our ability
      to continue as a going concern is dependent on our ability to continue to raise
      additional capital to fund future operations and ultimately to attain profitable
      operations, as to the availability of which there can be no assurance. Our
      audited financial statements provide a going concern qualification, as the
      various factors reviewed by our auditors raise substantial doubt as to our
      ability to continue as a going concern.





***We
      will require additional funding in the future.***





Based
      upon our historical losses from operations, we will require additional funding
      in the future. If we cannot obtain capital through financings or otherwise,
      our
      ability to execute our exploration programs will be greatly limited. Our current
      plans require us to make capital expenditures for the exploration of our
      minerals exploration properties. Historically, we have funded our operations
      through the issuance of equity and short-term debt financing arrangements.
      We
      may not be able to obtain additional financing on favorable terms, if at all.
      Our future cash flows and the availability of financing will be subject to
      a
      number of variables, including potential production and the market prices of
      uranium. Further, debt financing could lead to a diversion of cash flow to
      satisfy debt-servicing obligations and create restrictions on business
      operations. If we are unable to raise additional funds, it would have a material
      adverse effect upon our operations.





***We
      are a new entrant into the uranium minerals exploration and development industry
      without profitable operating history.***





Since
      turning our focus to uranium exploration, our activities have been limited
      to
      obtaining additional working capital and acquiring and developing a limited
      number of properties. As a result, there is limited information regarding
      production or revenue generation and our future revenues may be limited. The
      potential profitability of mining uranium properties if economic quantities
      are
      found is dependent upon many factors and risks beyond our control, including:
      (i) unanticipated ground and water conditions and adverse claims to water
      rights; (ii) geological problems; (iii) metallurgical and other processing
      problems; (iv) the occurrence of unusual weather or operating conditions and
      other *force
      majeure* events;
      (v) lower than expected ore grades; (vi) accidents; (vii) delays in the receipt
      of or failure to receive necessary government permits; (viii) delays in
      transportation; (ix) labor disputes; (x) government permit restrictions and
      regulation restrictions; (xi) unavailability of materials and equipment; and
      (xii) the failure of equipment or processes to operate in accordance with
      specifications or expectations.





***The
      risks associated with exploration and development and, if applicable, mining,
      could cause personal injury or death, environmental damage, delays in mining,
      monetary losses, and possible legal liability.***





We
      are
      not currently engaged in mining operations because we are in the exploration
      phase and have not yet confirmed the existence of any proved uranium reserves
      on
      our properties. We do not presently carry property and liability insurance.
      Cost-effective insurance contains exclusions and limitations on coverage and
      may
      be unavailable in some circumstances.





***The
      uranium exploration and mining industry is highly competitive.***





The
      uranium exploration and mining industry is intensely competitive, and we compete
      with other companies that have greater resources. Many of these companies not
      only explore for and produce uranium, but also market uranium and other products
      on a regional, national, or worldwide basis. These companies may be able to
      pay
      more for productive uranium properties and exploratory prospects than our
      financial or human resources permit. In addition, these companies may have
      a
      greater ability to continue exploration activities during periods of low uranium
      market prices. Our larger competitors may be able to absorb the burden of
      present and future governmental and other laws and regulations more easily
      than
      we can, which would adversely affect our competitive position.




8




***The
      marketability of natural resources will be affected by numerous factors beyond
      our control, which may result in us not receiving an adequate return on invested
      capital to be profitable or viable.***





The
      marketability of natural resources that may be acquired or discovered by us
      will
      be affected by numerous factors beyond our control. These factors include
      macroeconomic factors, market fluctuations in commodity pricing and demand,
      the
      proximity and capacity of natural resource markets and processing equipment,
      governmental regulations, land tenure, land use, regulation concerning the
      importing and exporting of uranium, and environmental protection regulations.
      The exact effect of these factors cannot be accurately predicted, but the
      combination of these factors may result in us not receiving an adequate return
      on invested capital to be profitable or viable.





***Uranium
      mining operations are subject to comprehensive regulation, which may cause
      substantial delays or require capital outlays in excess of those anticipated,
      causing an adverse effect on our business operations.***





If
      economic quantities of uranium are found on any lease owned by us in sufficient
      quantities to warrant uranium mining operations, such mining operations would
      be
      subject to Argentine laws relating to the protection of the environment,
      including laws regulating removal of natural resources from the ground and
      the
      discharge of materials into the environment. Uranium mining operations are
      also
      subject to federal, state, and local laws and regulations that seek to maintain
      health and safety standards by regulating the design and use of mining methods
      and equipment. Various permits from governmental bodies are required for mining
      operations to be conducted; no assurance can be given that such permits will
      be
      received. Environmental standards imposed by federal, provincial, or local
      authorities may be changed and any such changes may have material adverse
      effects on our activities. Moreover, compliance with such laws may cause
      substantial delays or require capital outlays in excess of those anticipated,
      thus resulting in an adverse effect on us. Additionally, we may be subject
      to
      liability for pollution or other environmental damages that we may elect not
      to
      insure against due to prohibitive premium costs and other reasons. To date
      we
      have not been required to spend material amounts on compliance with
      environmental regulations. However, we may be required to do so in future and
      this may affect our ability to expand or maintain our operations.





***Uranium
      minerals exploration and development and mining activities are subject to
      certain environmental regulations, which may prevent or delay the commencement
      or continuance of our operations.***





Uranium
      minerals exploration and development and future potential uranium mining
      operations are or will be subject to stringent federal, state, provincial,
      and
      local laws and regulations relating to improving or maintaining environmental
      quality. Environmental laws often require parties to pay for remedial action
      or
      to pay damages regardless of fault. Environmental laws also often impose
      liability with respect to divested or terminated operations, even if the
      operations were terminated or divested of many years ago. Future potential
      uranium mining operations and current exploration activities are or will be
      subject to extensive laws and regulations governing prospecting, development,
      production, exports, taxes, labor standards, occupational health, waste
      disposal, protection and remediation of the environment, protection of
      endangered and protected species, mine safety, toxic substances, and other
      matters. Uranium mining is also subject to risks and liabilities associated
      with
      pollution of the environment and disposal of waste products occurring as a
      result of mineral exploration and production. Compliance with these laws and
      regulations will impose substantial costs on us and will subject us to
      significant potential liabilities.





***Costs
      associated with environmental liabilities and compliance are expected to
      increase with the increasing scale and scope of operations and we expect these
      costs may again increase in the future.***





We
      believe that our operations comply, in all material respects, with all
      applicable environmental regulations. However, we are not fully insured as
      of
      the date of this Annual Report against possible environmental risks.





***Any
      change in governmental regulation/administrative practices may have a negative
      impact on our ability to operate and our profitability.***





The
      laws,
      regulations, policies, or current administrative practices of any government
      body, organization, or regulatory agency in any applicable jurisdiction may
      be
      changed, applied, or interpreted in a manner that will fundamentally alter
      our
      ability to carry on our business. The actions, policies, or regulations, or
      changes thereto, of any governmental body or regulatory agency, or other special
      interest groups, may have a detrimental effect on us. Any or all of these
      situations may have a negative impact on our ability to operate and/or our
      profitability, if any.




9




***We
      rely on certain key individuals, and the loss of one of these certain
      individuals could have an adverse effect on us.***





Our
      success depends to a certain degree upon certain key members of the management.
      These individuals are a significant fact in our growth and success. The loss
      of
      the service of members of the management and certain key employees could have
      a
      material adverse effect on us. In particular, our success is highly dependant
      upon the efforts of our President, Treasurer, Secretary, CEO and director,
      John
      Anderson, whose loss of services would have a material adverse effect on our
      success and development.





***Our
      officers and directors may be subject to conflicts of interest.***





Our
      sole
      officer and director serves only part time and is subject to conflicts of
      interest. Mr .Anderson devotes part of his working time to other business
      endeavors, including consulting relationships with other corporate entities,
      and
      has responsibilities to these other entities. Such conflicts include deciding
      how much time to devote to our affairs, as well as what business opportunities
      should be presented to us. Because of these relationships, our sole officer
      and
      director may be subject to conflicts of interest.





***Nevada
      law and our articles of incorporation may protect our directors from certain
      types of lawsuits.***





Nevada
      law provides that our officers and directors will not be liable to us or our
      stockholders for monetary damages for all but certain types of conduct as
      officers and directors. Our Bylaws permit us broad indemnification powers to
      all
      persons against all damages incurred in connection with our business to the
      fullest extent provided or allowed by law. The exculpation provisions may have
      the effect of preventing stockholders from recovering damages against our
      officers and directors caused by their negligence, poor judgment, or other
      circumstances. The indemnification provisions may require us to use our limited
      assets to defend our officers and directors against claims, including claims
      arising out of their negligence, poor judgment, or other circumstances.





**Risks
      Related to Our Common Stock.**





Sales
      of
      a substantial number of shares of our common stock into the public market by
      certain stockholders may result in significant downward pressure on the price
      of
      our common stock and could affect your ability to realize the current trading
      price of our common stock.





***Sales
      of a substantial number of shares of our common stock in the public market
      by
      certain stockholders could cause a reduction in the marketplace of our common
      stock.***





As
      of the
      date of this Annual Report, we have 67,070,370 shares of common stock issued
      and
      outstanding. See “Item 5. Market for Common Equity and Related Stockholder
      Matters.” As of such date, 26,200,000 of such shares are restricted securities,
      as that term is defined in Rule 144 under the Securities Act. Although the
      Securities Act and Rule 144 place certain prohibitions on the sale of restricted
      securities, restricted securities may be sold into the public market under
      certain conditions. Further, as of the date of this Annual Report, there are
      no
      stock options and 25,200,000 share purchase warrants outstanding. See “Item 5.
      Market for Common Equity and Related Stockholder Matters.” Any significant
      downward pressure on the price of our common stock as the selling stockholders
      sell their shares of our common stock could encourage short sales by the selling
      stockholders or others. Any such short sales could place further downward
      pressure on the price of our common stock.





***We
      are not required to meet or maintain any listing standards for our common stock
      to be quoted on the OTC Bulletin Board or in the Pink Sheets, which could affect
      our stockholders’ ability to access trading information about our common
      stock.***





The
      OTC
      Bulletin Board and the Pink Sheets are each separate and distinct from The
      Nasdaq Stock Market and any national stock exchange, such as the New York Stock
      Exchange or the American Stock Exchange. Although the OTC Bulletin Board is
      a
      regulated quotation service operated by the NASD, that displays real-time
      quotes, last sale prices, and volume information in over-the-counter (“OTC”)
      equity securities like our common stock, and although Pink Sheets’ Electronic
      Quotation Service is an Internet-based, real-time quotation service for OTC
      equities for market makers and brokers that provides pricing and financial
      information for the OTC securities markets, we are not required to meet or
      maintain any qualitative or quantitative standards for our common stock to
      be
      quoted on either the OTC Bulletin Board or in the Pink Sheets. Our common stock
      does not presently meet the minimum listing standards for listing on the Nasdaq
      Stock Market or any national securities exchange, which could affect our
      stockholders’ ability to access trading information about our common stock.
      Additionally, we are required to satisfy the reporting requirements under the
      Securities Exchange Act.




10




***The
      trading price of our common stock on the OTC Bulletin Board has been and may
      continue to fluctuate significantly and stockholders may have difficulty
      reselling their shares.***





Our
      common stock is currently quoted on the OTC Bulletin Board and in the Pink
      Sheets and its price has fluctuated. In addition to volatility associated with
      OTC Bulletin Board and Pink Sheets securities in general, the value of your
      investment could decline due to the impact of any of the following factors
      upon
      the market price of our common stock: (i) disappointing results from our
      discovery or development efforts; (ii) failure to meet our revenue or profit
      goals or operating budget; (iii) decline in demand for our common stock; (iv)
      downward revisions in securities analysts’ estimates or changes in general
      market conditions; (v) technological innovations by competitors or in competing
      technologies; (vi) lack of funding generated for operations; (vii) investor
      perception of our industry or our prospects; and (viii) general economic trends.
      In addition, stock markets have experienced price and volume fluctuations and
      the market prices of securities have been highly volatile. These fluctuations
      are often unrelated to operating performance and may adversely affect the market
      price of our common stock. As a result, investors may be unable to sell their
      shares at a fair price and you may lose all or part of your investment.





***Additional
      issuances of equity securities may result in dilution to our existing
      stockholders.***





Our
      Articles of Incorporation authorize the issuance of 200,000,000 shares of common
      stock. The Board of Directors has the authority to issue additional shares
      of
      our capital stock to provide additional financing in the future and the issuance
      of any such shares may result in a reduction of the book value, or market price
      of the outstanding shares of our common stock. If we do issue any such
      additional shares, such issuance also will cause a reduction in the
      proportionate ownership and voting power of all other stockholders. As a result
      of such dilution, if you acquire shares of our common stock, your proportionate
      ownership interest and voting power could be decreased. Further, any such
      issuances could result in a change of control.





***Our
      common stock may be subject to Penny Stock Rules, which may make it more
      difficult for our stockholders to sell their common
      stock.***





Broker-dealer
      practices in connection with transactions in “penny stocks” are regulated by
      certain penny stock rules adopted by the Securities and Exchange Commission.
      Penny stocks generally are equity securities with a price of less than $5.00
      per
      share. The penny stock rules require a broker-dealer, prior to a purchase or
      sale of a penny stock not otherwise exempt from the rules, to deliver to the
      customer a standardized risk disclosure document that provides information
      about
      penny stocks and the risks in the penny stock market. The broker-dealer also
      must provide the customer with current bid and offer quotations for the penny
      stock, the compensation of the broker-dealer and its salesperson in the
      transaction, and monthly account statements showing the market value of each
      penny stock held in the customer’s account. In addition, the penny stock rules
      generally require that prior to a transaction in a penny stock the broker-dealer
      make a special written determination that the penny stock is a suitable
      investment for the purchaser and receive the purchaser’s written agreement to
      the transaction. These disclosure requirements may have the effect of reducing
      the level of trading activity in the secondary market for a stock that becomes
      subject to the penny stock rules.





***A
      decline in the price of our common stock could affect our ability to raise
      further working capital and adversely impact our operations.***





A
      decline
      in the price of our common stock could result in a reduction in the liquidity
      of
      our common stock and a reduction in our ability to raise additional capital
      for
      our operations. Because our operations to date have been principally financed
      through the sale of equity securities, a decline in the price of our common
      stock could have an adverse effect upon our liquidity and our continued
      operations. A reduction in our ability to raise equity capital in the future
      would have a material adverse effect upon our business plan and operations,
      including our ability to continue our current operations. If our stock price
      declines, we may not be able to raise additional capital or generate funds
      from
      operations sufficient to meet our obligations.




11




**Item
      2. Description of Property**





We
      do not
      own any real estate. We previously leased approximately 1,254 square feet of
      office space in Vancouver, British Columbia through Axiom. We entered into
      this
      lease agreement on January 1, 2005 and maintained a month-to-month tenancy.
      Our
      monthly rent payment was approximately Cdn$2,509.00. As of January 1, 2007,
      Axiom leased new office space in Vancouver, British Columbia, for which our
      responsibility is Cdn$1,600.





On
      June
      15, 2004, we also entered into a sublease agreement for an additional 120 square
      feet of office space in Boulder, Colorado with a monthly rent payment of
      approximately $390 through May 31, 2006. We renewed the sublease on a
      month-to-month basis until March 1, 2007, at which time we relocated to a
      different suite in the same building. The term of the new lease is through
      February 28, 2008, at $1,400 per month.





**Item
      3. Legal Proceedings**





Management
      is not aware of any material legal proceedings contemplated by any governmental
      authority or any other party involving us or our properties. As of the date
      of
      this Annual Report, no director, officer or affiliate is (i) a party adverse
      to
      us in any material legal proceeding, or (ii) has an adverse interest to us
      in
      any material legal proceedings. Management is not aware of any other material
      legal proceedings pending or that have been threatened against us or our
      properties.





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





No
      matter
      was submitted to a vote of security holders, through the solicitation of proxies
      or otherwise, during the fourth quarter of the fiscal year covered by this
      report.





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters**





Our
      common stock has been quoted on the OTC Bulletin Board since February 25,
      2004, and currently is quoted on the OTC Bulletin Board and the Pink Sheets
      under the trading symbol “SGCR.” The following table sets forth the high and low
      bid prices for our common stock for the periods indicated, as reported by OTC
      Bulletin Board. Such quotations reflect inter-dealer prices, without retail
      mark-up, mark-down or commissions, and may not necessarily represent actual
      transactions.





**Bid****High**
            
            **Low**Year
                ended December 31, 2006:First
                Quarter
            
            $
            0.25
            
            $
            0.12Second
                Quarter
            
            
            0.13
            
            
            0.07Third
                Quarter
            
            
            0.10
            
            
            0.05Fourth
                Quarter
            
            
            0.30
            
            
            0.05Year
                ended December 31, 2005:First
                Quarter
            
            $
            1.26
            
            $
            0.45Second
                Quarter
            
            
            0.64
            
            
            0.24Third
                Quarter
            
            
            0.41
            
            
            0.21Fourth
                Quarter
            
            
            0.50
            
            
            0.14








As
      of
      April 16, 2007, there were approximately 53 holders of record of our common
      stock.





We
      have
      never declared or paid any cash dividends on our common stock. For the
      foreseeable future, we expect to retain any earnings to finance the operation
      and expansion of our business.




12


**Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 THE
        FOLLOWING PRESENTATION OF OUR MANAGEMENT’S DISCUSSION AND ANALYSIS SHOULD BE
        READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
        INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.


**A
      Note About Forward-Looking Statements**





This
      Annual Report on Form 10-KSB contains “forward-looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995 that are based
      on current management’s expectations. These statements may be identified by
      their use of words like “plans”, “expect”, “aim”, “believe”, “projects”,
“anticipate”, “intend”, “estimate”, “will”, “should”, “could” and other
      expressions that indicate future events and trends. All statements that address
      expectations or projections about the future, including statements about our
      business strategy, expenditures, and financial results are forward-looking
      statements. We believe that the expectations reflected in such forward-looking
      statements are accurate. However, we cannot assure you that such expectations
      will occur.




Actual
      results could differ materially from those in the forward-looking statements
      due
      to a number of uncertainties including, but not limited to, those discussed
      in
      this section. Factors that could cause future results to differ from these
      expectations include general economic conditions, further changes in our
      business direction or strategy; competitive factors, mining and exploration
      uncertainties, and an inability to attract, develop, or retain technical,
      consulting, managerial, agents, or independent contractors both with respect
      to
      us and with respect to JHP (as defined below). As a result, the identification
      and interpretation of data and other information and their use in developing
      and
      selecting assumptions from and among reasonable alternatives requires the
      exercise of judgment. To the extent that the assumed events do not occur, the
      outcome may vary substantially from anticipated or projected results, and
      accordingly, no opinion is expressed on the achievability of those
      forward-looking statements. No assurance can be given that any of the
      assumptions relating to the forward-looking statements specified in the
      following information are accurate, and we assume no obligation to update any
      such forward-looking statements. You should not unduly rely on these
      forward-looking statements, which speak only as of the date of this Annual
      Report. Except as required by law, we are not obligated to release publicly
      any
      revisions to these forward-looking statements to reflect events or circumstances
      occurring after the date of this Report or to reflect the occurrence of
      unanticipated events.





**Limited
      Operating History; Need For Additional Capital**




In
      December 2006, we changed our name to Strategic Resources, Ltd. and entered
      into
      a letter agreement that provided us with an option to purchase certain uranium
      properties in Argentina. We made an initial payment of US$250,000 upon entering
      into this agreement. The properties consist of seven groups of uranium
      exploration properties covering an aggregate area of 29,950 hectares in the
      province of La Rioja, Argentina. The seven properties are located in proximity
      with many other exploration properties currently being explored by other
      companies or in proximity with properties previously claimed by the Argentine
      National Commission of Atomic Energy (“C.N.E.A.”). Management believes that
      prior operators on the properties performed considerable exploration work.
      All
      of the properties are close to paved roads and are in zones of moderate climate
      and topography. Management understands that the infrastructure is adequate
      for
      uranium exploration and development.




The
                option agreement for the initial properties requires us to make the
                following payments:On
                or before May 10, 2007
            
            $
            150,000.00On
                or before May 10, 2008
            
            $
            150,000.00On
                or before May 10, 2009
            
            $
            250,000.00On
                or before November 10, 2010
            
            $
            2,800,000.00Total
            
            $
            5,500,000





On
      April
      11, 2007, we entered into a letter agreement that provided us with the option
      to
      purchase an additional uranium property in Argentine. We made an initial payment
      of US$50,000.00 upon entering into this agreement. The property is a uranium
      exploration property covering 80 hectares in the province of La Rioja,
      Argentina.





13




In
                order to maintain the option agreement for the subsequent property,
                we are
                obligated to make the following payments to Somuncurah:·
                On or before September 14, 2007
            
            
            US$
                50,000.00·
                On or before March 14, 2008
            
            
            US$
                50,000.00·
                On or before September 14, 2008
            
            
            US$
                50,000.00·
                On or before March 14, 2009
            
            
            US$
                75,000.00·
                On or before September 14, 2009
            
            
            US$
                75,000.00·
                On or before March 14, 2010
            
            
            US$
                75,000.00·
                On or before September 14, 2010
            
            
            US$
                75,000.00·
                On or before March 14, 2011
            
            
            US$
                350,000.00





In
      the
      fourth quarter of 2006 and the first quarter of 2007, we raised $1,011,920
      in a
      private placement of units of our equity securities. Each unit consisted of
      one
      share of our common stock and one warrant for the purchase of an additional
      share of our common stock. The per-unit purchase price was $0.04. The exercise
      price of the warrant is $0.07. The warrant will be exercisable between April
      1,
      2007, and the one-year anniversary of the closing of the offering. We plan
      to
      use the funds generated by the sale of the 25.3 million units and by the
      exercise of the warrants (as to which exercise there can be no assurance)
      primarily in connection with our new uranium project in Argentina and for
      general corporate purposes.





There
      is
      no historical financial information about us upon which to base an evaluation
      of
      our performance. We are a development stage company and have not generated
      any
      revenues from our current operations.




We
      cannot
      guarantee we will be successful in our new core business, especially after
      halting our exploration activities in Asia, or in any business operations.
      Our
      business is subject to risks inherent in the establishment of a new business
      enterprise, including limited capital resources and in the exploration of
      precious and non-precious metals and other mineral resources.




We
      have
      no assurance that future financing will be available on acceptable terms. If
      financing is not available on satisfactory terms, we may be unable to continue
      with our current business plan. If equity financing is available to us on
      acceptable terms, it could result in additional dilution to our existing
      stockholders.




**Results
      of Operations for the Years Ended December 31, 2006 and
      2005**




From
      inception to December 31, 2006, we had a loss of $1,394,675. Of this amount,
      $251,301 and $554,514 was generated in 2006 and 2005, respectively. The majority
      of the balance was generated in the 2004 fiscal year.




Operating
      expenses decreased from $554,513 in 2005 to $251,301 in 2006, reflecting the
      slow down in our activities subsequent to the halt of our exploration activities
      in Asia in 2005. An analysis of the increases in the operating expenses and
      the
      relevant components is set forth below.




We
      began
      our initial Asian exploration activities in China during the second half of
      2004, and expanded these activities from China to Mongolia during 2005. During
      the year ended December 31, 2005, we incurred exploration expenses $149,988.
      We
      halted our exploration activities in Asia in 2005, and had no exploration
      activities during 2006.





General
      and administrative expenses declined $80,633 to $55,601 in 2006 as a result
      of
      the slow down in our activities after we halted our exploration activities
      in
      Asia. We incurred no advertising expenses in 2006 compared to $17,815 in 2005.
      Also in 2006, we discontinued our investor relations activities compared to
      $28,807 in 2005. Rent expense decreased $7,728 as a result of the moving of
      our
      Colorado office in mid-2006 to a different suite within the same building.
      The
      balance of the decrease in 2006 results from the general slow down of our
      activities in 2006.




14




During
      the year ended December 31, 2006, we expended $105,700 for professional and
      consulting fees, compared to $157,321 in 2005. Again, this decrease results
      from
      the slow down in our activities. The amounts we incurred in 2006 represent
      the
      legal and accounting costs related to the filing of our Form 10-KSB and Forms
      10-QSB during 2006. The consulting fees to a related party decreased $20,880
      in
      2006 as we incurred only the minimum amount required by our management agreement
      in 2006.




We
      have
      no permanent employees and do not expect to hire any employees. We utilize
      contract services and consultants to perform our administrative
      services.





**Liquidity
      and Capital Resources**




As
      of
      December 31, 2006, our total assets were $883,939, which included cash balances
      of $581,806. Our total liabilities were $210,635, all of which were current
      and
      were paid in the first quarter of 2007. The increase in our cash balance is
      a
      result of the proceeds of our private placement received in 2006. We believe
      that our cash resources are sufficient to meet our obligations during 2007,
      however, we do not have sufficient cash to meet the requirements of our
      obligation under the option agreement described above.





Despite
      our negative cash flows from operation of $87,344 and $594,365 for the years
      ended December 31, 2006 and 2005, respectively, we have been able to obtain
      additional operating capital through private equity funding sources. However,
      we
      do not have sufficient working capital to continue our exploration activities.
      Management's plan includes new exploration opportunities and eventual
      implementation of our business plan. We have relied upon equity funding and
      loans from stockholders since inception.




No
      assurances can be given that we can obtain sufficient working capital through
      the sale of our common stock and borrowing or that the development and
      implementation of our business plan will generate sufficient revenues in the
      future to sustain ongoing operations. These factors raised substantial doubt
      with our auditor about our ability to continue as a going concern.




As
      of the
      date of this Annual Report, we have yet to generate any revenues from our
      business operations.




**Plan
      of Operation for the Next Twelve Months**




Until
      we
      changed our core business, we had funded our operations principally from our
      April 2002 non-public offering and from the March 15, 2004, $3,000 loan from
      Dr.
      Brooke Mitchell. After our change of business in May 2004, we have funded our
      operations from a $500,000 loan (subsequently converted into 500,000 shares
      of
      our common stock) and from proceeds of our $1,008,000 private placement of
      common stock and warrants in November of 2006. The investors have determined
      to
      cancel the “B” Warrants that were included in the private placement. Although we
      have the economic resources to meet our operating capital needs during the
      next
      12 months, we will need to raise additional capital through additional loans
      or
      private capital stock transactions to meet our obligation under the option
      agreement and to implement our business plan. There can be no assurance that
      funds required will be available on terms acceptable to us or at all. If we
      are
      unable to raise sufficient funds on terms acceptable to us, we may be unable
      to
      complete our business plan. If equity financing is available to us on acceptable
      terms, it could result in additional dilution to our existing
      stockholders.




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements.





**Item
      7. Financial Statements**





Our
      consolidated financial statements required to be included in Item 7 are set
      forth in the Index to Financial Statements set forth on page F-1 of this
      report.





**Item
      8A. Controls and Procedures**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized and reported within the time periods specified under
      the
      Securities and Exchange Commission’s rules and forms, and that such information
      is accumulated and communicated to our management, including our Principal
      Executive Officer and our Principal Financial Officer, as appropriate, to allow
      timely decisions regarding required disclosures. Our management, including
      our
      Principal Executive Officer and our Principal Financial Officer, does not expect
      that our disclosure controls or procedures will prevent all error and all fraud.
      A control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute assurance that the objectives of the control system
      are
      met. Further, the benefits of controls must be considered relative to their
      costs. Because of the inherent limitations in all control systems, no evaluation
      of controls can provide absolute assurance that all control issues and instances
      of fraud, if any, within us have been detected.





15





We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our Principal Executive Officer and our Principal
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures as of the end of the period covered by this
      report. Based on the foregoing, our Principal Executive Officer and our
      Principal Financial Officer concluded that our disclosure controls and
      procedures were effective at the reasonable assurance level.





There
      has
      been no change in our internal controls over financial reporting during our
      most
      recent fiscal year that has materially affected, or is reasonably likely to
      materially affect, our internal controls over financial reporting.





**Item
      8B. Other Information**





There
      is
      no other information required to be disclosed during the fourth quarter of
      the
      fiscal year covered by this report.





**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control Persons; Compliance
      with
      Section 16(a) of the Exchange Act**





**Executive
      Officers and Directors**





The
      following table sets forth certain information regarding our executive officers
      and directors as of April 16, 2007:





**Name**
            
            **Age**
            
            **Position**John
                Anderson
            
            43
            
            President,
                Chief Executive Officer, Secretary, Treasurer, and
                Director





*John
      Anderson, President, Chief Executive Officer, Secretary, Treasurer, and
      Director.* Mr.
      Anderson has served as our President, Chief Executive Officer, Secretary, and
      Treasurer since May 7, 2004. From December of 1994 to the present, Mr. Anderson
      has been president of Axiom, a personal consulting and investing company
      primarily involved in capital raising for private and public companies in North
      America, Europe, and Asia. From February of 2001 to the present, he has served
      as a director of Wescorp Energy, Inc., a publicly traded Nevada corporation,
      and
      from March of 2003 to the present as its president and chief executive officer.
      In addition, from November 2005 to the present he has served as a director
      of
      Eternal Energy Corp., a publicly traded Nevada corporation involved in the
      exploration of petroleum and natural gas. Mr. Anderson holds a B.A. from
      University of Western Ontario.




**Committees**




We
      do not
      have any standing nominating or compensation committees of the Board, or
      committees performing similar functions.





**Audit
      Committee Functions**




We
      do not
      have a separately designated standing audit committee. Rather, our entire board
      of directors performs the required functions of an audit committee. Our Board
      is
      responsible for: (1) selection and oversight of our independent accountant;
      (2)
      establishing procedures for the receipt, retention and treatment of complaints
      regarding accounting, internal controls and auditing matters; (3) establishing
      procedures for the confidential, anonymous submission by our employees of
      concerns regarding accounting and auditing matters; (4) engaging outside
      advisors; and, (5) funding for the outside auditory and any outside advisors
      engagement by the audit committee.




16




**Disclosure
      Committee**




We
      have a
      disclosure committee and disclosure committee charter. Our disclosure committee
      is comprised of all of our officers and directors. The purpose of the committee
      is to provide assistance to the chief executive officer and the chief financial
      officer in fulfilling their responsibilities regarding the identification and
      disclosure of material information us and the accuracy, completeness, and
      timeliness of our financial reports.




**Meetings
      of the Board of Directors**




The
      Board
      did not hold any meetings during the fiscal year ended December 31, 2006, but
      the sole director executed not less than eight written consents during the
      course of the year.





**Code
      of Ethics**





We
      adopted a code of ethics that applies to all our executive officers and
      employees. A copy of the adopted code of ethics is attached to our 2003 Annual
      Report on Form 10-KSB as Exhibit 99.1 - Code of Ethics. We undertake to provide
      any person with a copy of our code of ethics free of charge. Please contact
      Mr.
      Anderson at (303) 323-1927 to request a copy of our code of ethics. Management
      believes our code of ethics is reasonably designed to deter wrongdoing and
      promote honest and ethical conduct; provide full, fair, accurate, timely and
      understandable disclosure in public reports; comply with applicable laws; ensure
      prompt internal reporting of code violations; and provide accountability for
      adherence to the code.





**Item
      10. Executive Compensation**





John
      Anderson, who serves as President, Chief Executive Officer, Secretary, and
      Treasurer, does not receive any compensation (but see “Employment Agreements”
below). Since our inception, no stock options, stock appreciation rights, or
      long-term incentive plans have been granted, exercised, or repriced.





**Employment
      Agreements**





We
      entered into a Consulting Agreement, effective April 1, 2004, with Axiom to
      provide consulting and management services for us, which is now a month-to-month
      agreement. Mr. Anderson is a director, officer, and sole
      stockholder of Axiom. In consideration for these services, we pay Axiom a
      fee of $7,500 per month plus six percent goods and service tax per month.





There
      are
      no other employment agreements between us and any named executive officer,
      and
      there is no employment agreement or other compensating plan or arrangement
      with
      regard to the named executive officer that provides for specific compensation
      in
      the event of resignation, retirement, other termination of employment or from
      a
      change of control of ours or from a change in the named executive officer’s
      responsibilities following a change in control.





**Compensation
      of Directors**





Our
      sole
      director does not receive any compensation, as such.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters**





As
      of
      April 16, 2007, we had 67,070,370 shares of common stock
      outstanding.





The
      table
      following sets forth information regarding the beneficial ownership of common
      stock for each person who is known by us to be the beneficial owner of more
      than
      five percent of our voting securities, for each of our directors and named
      executive officers, and all of our directors and executive officers as a group.
      Unless otherwise indicated in the footnotes, each person named below has sole
      voting and investment power over the shares indicated.





For
      purposes of this table, a person is deemed to be the “beneficial owner” of the
      number of shares of common stock that such person has the right to acquire
      within 60 days of April 16, 2007, through the exercise of any option, warrant
      or
      right, through the conversion of any security, through the power to revoke
      a
      trust, discretionary account, or similar arrangement, or through the automatic
      termination of a trust, discretionary account or similar
      arrangement.




17




**Title
                of**
              **Class**
            
            **Name
                and Address of Beneficial Owner**
            
            **Number
                of Shares**
            
            **Percent
                of Class**Common
                stock
            
            John
                Anderson (1)
            
            1,000,000
            
            1.5
            %Common
                stock
            
            All
                executive officers and directors as a group (1 person)
            
            1,000,000
            
            1.5
            %







(1)
              Shares
                  are held in the name of Axiom Consulting Corp. The business address
                  for
                  this person is Suite 916-925 West Georgia Street, Vancouver, British
                  Columbia, V6C 3L2.




**Item
      12. Certain Relationships And Related Transactions**





We
      entered into a Consulting Agreement, effective April 1, 2004, with Axiom to
      provide consulting and management services for us. Mr. Anderson is a director
      and officer of Axiom and in consideration for these services, we will pay Axiom
      a fee of $7,500 plus six percent goods and service tax per month.





On
      January 1, 2005, Axiom leased approximately 1,254 square feet of office space
      in
      Vancouver, British Columbia. We utilized this space for general office and
      administrative purposes and paid approximately Cdn$2,509 a month for
      rent.  As of January 1, 2007, Axiom leased new office space for which our
      responsibility is Cdn$1,600.





**Item
      13. Exhibits**





(a)
      Exhibits





**INDEX
      TO EXHIBITS**




**Exhibit****Number**
            
            **Description
                of Document**2.3
            
            Articles
                of Merger between Key Gold Corporation (as merging entity) and DDI
                International Inc. (as surviving entity), filed with Secretary of
                State of
                Nevada on May 17, 2004, filed as Exhibit 2.3 to our Current Report
                on Form
                8-K filed on May 18, 2004 (the “May 2004 8-K”), and incorporated herein by
                reference.2.4
            
            Articles
                of Merger between Strategic Resources Ltd. (as merging entity) and
                Key
                Gold Corporation (as surviving entity), filed with the Secretary
                of State
                of Nevada on December 20, 2006, filed as Exhibit 2.4 to our Current
                Report
                on Form 8-K filed on December 26, 2006, and incorporated herein by
                reference.3.1
            
            Corporate
                Charter filed as Exhibit 3.1 toourRegistration
                Statement on Form SB-2 filed on June 5, 2002 (the “Registration
                Statement”), and incorporated herein by reference.3.2
            
            Our
                Articles of Incorporation filed as Exhibit 3.2 to the Registration
                Statement and incorporated herein by reference.3.3
            
            Our
                Bylaws filed as Exhibit 3.3 to our Registration Statement and incorporated
                herein by reference.3.4
            
            Articles
                of Incorporation of Key Gold Corporation (as merging entity), filed
                with
                the Secretary of State of Nevada on May 5, 2004, filed as Exhibit
                3.4 to
                our May 2004 8-K and incorporated by reference.3.5
            
            Articles
                of Incorporation of Strategic Resources Ltd., filed with the Secretary
                of
                State of Nevada on December 15, 2006, filed as Exhibit 3.5 to our
                Current
                Report on Form 8-K filed on December 26, 2006, and incorporated herein
                by
                reference.10.1
            
            Articles
                of Incorporation of Key Gold Corporation (as merging entity), filed
                with
                the Secretary of State of Nevada on May 5, 2004, filed as Exhibit
                3.4 to
                our May 2004 8-K and incorporated by reference.10.8
            
            Consulting
                Agreement dated May 31, 2003 by and between us and Axiom Consulting
                Corp.
                filed as Exhibit 10.8 to the 2005 10-KSB, and incorporated herein
                by
                reference.10.9
            
            Letter
                Agreement dated February 18, 2005 by and between us and QGX Ltd.
                filed as
                Exhibit 10.9 to the 2005 10-KSB, and incorporated herein by
                reference.




18




10.10
            
            Letter
                Agreement dated December 1, 2006, by and between Somuncurah SRL and
                us,
                filed as Exhibit 10.10 to our Current Report on Form 8-K filed on
                December
                6, 2006, and incorporated herein by reference.10.11
            
            Form
                of “A” Warrant to Purchase Shares of Common Stock, filed as Exhibit 10.11
                to our Current Report on Form 8-K filed on December 6, 2006, and
                incorporated herein by reference.10.12
            
            Reserved.10.13
            
            Form
                of Registration Rights Agreement, filed as Exhibit 10.13 to our Current
                Report on Form 8-K filed on December 6, 2006, and incorporated herein
                by
                reference.10.14*
            
            Letter
                Agreement, dated March 1, 2007, between Office Partners, Inc., and
                us.10.15*
            
            Letter
                Agreement, dated April 11, 2007, by and between Somuncurah SRL and
                us.31.1*
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act.31.2*
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act.32.1*
            
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act.99.1
            
            Code
                of Ethics filed as Exhibit 99.1 to our 2003 10-KSB and incorporated
                herein
                by reference.99.2
            
            Audit
                Committee Charter filed as Exhibit 99.2 to our 2003 10-KSB and
                incorporated herein by reference.99.3
            
            Disclosure
                Committee Charter filed as Exhibit 99.3 to our 2003 10-KSB and
                incorporated herein by reference.




Filed
      herewith.





**Item
      14. Principal Accountant Fees and Services**





For
      the
      year ended December 31, 2006, Kelly & Co. audited our consolidated
      financial statements and provided tax return and tax related services. For
      the
      year ended December 31, 2005, Kelly & Co., audited our consolidated
      financial statements and provided tax return and tax related services.





The
      aggregate fees billed for professional services by the accountants in 2006
      and
      2005 were as follows:


**2006**
                
                
                **2005**Audit
                    Fees
                
                $
                25,685
                
                $
                22,000Audit
                    Related Fees (1)
                
                $
                10,930
                
                $
                31,975Tax
                    Fees
                
                $
                0
                
                $
                0All
                    Other Fees (2)
                
                $
                0
                
                $
                5,535Total
                
                $
                36,615
                
                $
                59,510







(1)
      Quarterly review fees.


(2)
      Review of financials, including with relation to potential
      disposition.





It
      is the
      Board’s policy and procedure to approve in advance all audit engagement fees and
      terms and all permitted non-audit services provided by our independent auditors.
      We believe that all audit engagement fees and terms and permitted non-audit
      services provided by our independent auditors as described in the above table
      were approved in advance by our Board.


19





**SIGNATURES**





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


KEY
                GOLD CORPORATIONBy:
            /s/
                John AndersonJohn
                AndersonPresident,
                Chief Executive Officer, Secretary, Treasurer, and
                DirectorDate:
                April 16, 2007




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





**Signature**
            
            **Title**
            
            **Date**/s/JOHN
                ANDERSON
            
            President,
                Chief Executive Officer, Secretary, Treasurer,
            
            April
                16, 2007John
                Anderson
            
            and
              Director (Principal Executive and Financial Officer)




20





**INDEX
      TO EXHIBITS**




**Exhibit**
            
            **Description
                of Exhibit**10.14
            
            Letter
                Agreement, dated March 1, 2007, between Office Partners, Inc., and
                us.10.15
            
            Letter
                Agreement, dated April 11, 2007, by and between Somuncurah SRL and
                us.31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.31.2
            
            Certificate
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.







21


**Strategic
        Resources, Ltd.**
 **(formerly
        Key Gold Corporation)**
 **(A
        Company in the Development Stage)**
  **Financial
        Statements**
   ***December
        31, 2006 and***
 **For
        Each of the Two Years in the Period Ended December 31, 2006
        and**
 **For
        the Period From March 22, 2002 (Inception) to December 31,
        2006**
         
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Index
              to the Financial Statements**
  ***December
              31, 2006 and***
 ***For
              Each of the Two Years in the Period Ended December 31, 2006
              and***
 ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
 
 
 Report
                  of Independent Registered Public Accounting Firm
              F-1Financial
                  Statements of Strategic Resources, Inc. (Formerly Key Gold Corporation)
                (A
                  Company in the Development Stage):Balance
                  Sheet as of December 31, 2006
              F-2Statements
                  of Operations For Each of the Two Years in the
                Period
                  Ended December 31, 2006 and for the Period from
                March
                  22, 2002 (Inception) to December 31, 2006
              F-3Statement
                  of Shareholders' Equity for the Period From March 22, 2002
                (Inception)
                  to December 31, 2006
              F-4Statements
                  of Cash Flows For Each of the Two Years in the
                Period
                  Ended December 31, 2006 and for the Period from
                March
                  22, 2002 (Inception) to December 31, 2006
              F-6Notes
                  to the Financial Statements
              F-7
 
 
 
 
 
 *Report
        of Independent Registered Public Accounting Firm*
 
 Board
        of
        Directors and the Shareholders
 Strategic
        Resources, Ltd.
  We
        have
        audited the accompanying balance sheet of Strategic Resources, Ltd. (a Nevada
        corporation) (a Company in the Development Stage), as of December 31, 2006
        and
        the related statements of operations and cash flows for the two years ended
        December 31, 2006 and for the period from March 22, 2002 (inception), to
        December 31, 2006, and the statement of stockholders' equity for the period
        from
        March 22, 2002 (inception), to December 31, 2006. These financial statements
        are
        the responsibility of the Company's management. Our responsibility is to
        express
        an opinion on these financial statements based on our audits.
  We
        conducted our audits in accordance with 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 audits provide 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 the Company as of December 31,
        2006
        and the results of its operations and its cash flows for the two years then
        ended and for the period from March 22, 2002 (inception), to December 31,
        2006,
        and the statement of stockholders' equity for the period from March 22, 2002
        (inception), to December 31, 2006 in conformity with accounting principles
        generally accepted in the United States of America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 5, Financial Results,
        Liquidity and Management's Plan, to the financial statements, the Company
        has
        incurred net losses since inception, is in the development stage, has
        experienced negative cash flows from operations since inception and has not
        as
        of yet successfully implemented its business plan. The Company must rely
        on the
        sale of its common stock and borrowing until it is able to successfully
        implement its business plan and generate sufficient revenues in the future
        to
        sustain its ongoing operations. These factors raise substantial doubt about
        its
        ability to continue as a going concern. Management's plans in regard to these
        matters are also described in Note 5. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
 
 
 Kelly
        & Company
 Costa
        Mesa, California
 April
        16,
        2007
 
  **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Balance
              Sheet**
  ***December
              31, 2006***
 
 
 *ASSETS*Current
                  assets:Cash
              
              $
              581,806Prepaid
                  rent
              
              
              1,081Total
                  current assets
              
              
              582,887Equipment,
                  net
              
              
              1,052Mining
                  rights
              
              
              250,000**Total
                  assets**
              
              **$**
              **833,939***LIABILITIES
                  AND SHAREHOLDERS’ EQUITY*Current
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              150,635Note
                  payable
              
              
              60,000**Total
                  current liabilities**
              
              
              **210,635**Commitments
                  and contingenciesShareholders’
                  equity:Common
                  stock, $.001 par value, 200,000,000 shares authorized,62,470,370
                  shares issued and outstanding
              
              
              62,470Additional
                  paid in capital
              
              
              2,017,510Deficit
                  accumulated during the development stage
              
              
              (1,456,676
              )**Total
                  shareholders'****equity**
              
              
              **623,304****Total
                  liabilities and shareholders'****equity**
              
              **$**
              **833,939**
  
 The
        accompanying notes are an integral part of the
        financial statements.
 
 F-2
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Statements
                of Operations**
  ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
   For
                  thePeriod
                  FromMarch
                  22, 2002(Inception)
                  toFor
                  the Year Ended December 31,
              
              December
                  31,2006
              
              2005
              
              2006Operating
                  expenses:Exploration
                  fees
              
              $
              -
              
              $
              149,988
              
              $
              149,988General
                  and administrative
              
              
              55,601
              
              
              136,324
              
              
              278,293Professional
                  and consulting fees
              
              
              105,700
              
              
              157,321
              
              
              483,014Consulting
                  fees - related party
              
              
              90,000
              
              
              110,880
              
              
              268,380Total
                  operating expenses
              
              
              251,301
              
              
              554,513
              
              
              1,179,675Interest
                  expense
              
              
              -
              
              
              -
              
              
              215,000**Net
                  loss**
              
              **$**
              **(251,301**
              **)**
              **$**
              **(554,513**
              **)**
              **$**
              **(1,394,675**
              **)****Net
                  loss per common share****- basic and diluted**
              
              **$**
              **(0.01**
              **)**
              **$**
              **(0.01**
              **)**
              **$**
              **(0.02**
              **)****Weighted
                  average number of shares outstanding****- basic and diluted**
              
              
              **43,587,037**
              
              
              **41,870,370**
              
              
              **61,734,048**
  
   
  The
        accompanying notes are an integral part of the financial
        statements.
 
 F-3
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Statements
              of Shareholders' Equity**
   ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
   Earnings(Deficit)AccumulatedAdditional
              
              During
                  the
              
              TotalCommon
                  Stock
              
              Paid-In
              
              Development
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Stage
              
              Equity**Balance,****March 22, 2002 (Inception)**
              
              **-**
              
              **-**
              
              **-**
              
              **-**
              
              **-**Issuance
                  of common shares to an officer and director for the rights to acquire
                  an
                  intangible asset based upon the common share's fair value of $0.001
                  per
                  share in March 2002.
              
              
              6,000,000
              
              $
              6,000
              
              
              -
              
              $
              (6,000
              )
              
              -Issuance
                  of shares for cash at $0.005 per share in April 2002.
              
              
              5,000,000
              
              
              5,000
              
              $
              20,000
              
              
              -
              
              $
              25,000Effect
                  of a stock split on outstanding shares on an 8 for 1 basis, effective
                  May
                  17, 2004
              
              
              77,000,000
              
              
              77,000
              
              
              (20,000
              )
              
              (57,000
              )
              
              -Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (19,591
              )
              
              (19,591
              )**Balance,
                  December 31, 200****2**
              
              
              **88,000,000**
              
              **$**
              **88,000**
              
              
              **-**
              
              **$**
              **(82,591**
              **)**
              **$**
              **5,409**Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,161
              )
              
              (5,161
              )**Balance,
                  December 31, 200****3**
              
              
              **88,000,000**
              
              **$**
              **88,000**
              
              
              -
              
              **$**
              **(87,752**
              **)**
              **$**
              **248**Redemption
                  and retirement of common shares in a treasury stock transaction
                  based on a
                  release agreement price per share of $0.001 in May 2004
              
              
              (47,000,000
              )
              
              (47,000
              )
              
              -
              
              
              1,000
              
              
              (46,000
              )Issuance
                  of common shares in satisfaction of debt at $1.43 per share in
                  June 2004
                  based on the value of the stock issued
              
              
              500,000
              
              
              500
              
              $
              714,500
              
              
              -
              
              
              715,000Issuance
                  of equity units comprised of one share and one warrant for cash
                  at a per
                  equity unit price of $1.35 in August 2004
              
              
              370,370
              
              
              370
              
              
              499,630
              
              
              -
              
              
              500,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (564,111
              )
              
              (564,111
              )**Balance,
                  December 31, 2004**
              
              
              **41,870,370**
              
              **$**
              **41,870**
              
              **$**
              **1,214,130**
              
              **$**
              **(650,863**
              **)**
              **$**
              **605,137**Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (554,512
              )
              
              (554,512
              )**Balance,
                  December 31, 2005**
              
              
              **41,870,370**
              
              
              **41,870**
              
              
              **1,214,130**
              
              
              **(1,205,375**
              **)**
              
              **50,625**
   
 The
        accompanying notes are an integral part of the financial
        statements.
  F-4
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Statements
              of Shareholders' Equity**
   ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
   
 Earnings(Deficit)AccumulatedAdditional
              
              During
                  the
              
              TotalCommon
                  Stock
              
              Paid-In
              
              Development
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Stage
              
              Equity**Balance,
                  December 31, 2005**
              
              
              **41,870,370**
              
              **$**
              **41,870**
              
              **$**
              **1,214,130**
              
              **$**
              **(1,205,375**
              **)**
              **$**
              **50,625**Sale
                  of equity units comprised of one share, and one warrant with an
                  exercise
                  price of $0.07 per share; cash unit price of $0.04 per
                  unit
              
              
              20,600,000
              
              
              20,600
              
              
              803,380
              
              
              -
              
              
              823,980Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (251,301
              )
              
              (251,301
              )**Balance,
                  December 31, 2006**
              
              
              **62,470,370**
              
              **$**
              **62,470**
              
              **$**
              **2,017,510**
              
              **$**
              **(1,456,676**
              **)**
              **$**
              **623,304**
  
  The
          accompanying notes are an integral part of the financial
          statements.
  F-5
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Statements
              of Cash Flows**
  ***For
              Each of the Two Years in the Period Ended December 31, 2006
              and***
 ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
 For
                  thePeriod
                  FromMarch
                  22, 2002For
                  the Year Ended
              
              (Inception)
                  toDecember
                  31, 2006
              
              December
                  31, 2005
              
              December
                  31, 2006*Cash
                  flows from operating activities:*Net
                  loss
              
              $
              (251,301
              )
              $
              (554,512
              )
              $
              (1,394,675
              )Adjustments
                  to reconcile net loss to net cash provided by (used in) operating
                  activities:Depreciation
                  expense
              
              
              316
              
              
              210
              
              
              526Interest
                  expense recorded on debt to equity conversion
              
              
              -
              
              
              -
              
              
              215,000Changes
                  in operating assets and liabilities:Prepaid
                  professional expenses
              
              
              26,561
              
              
              (26,561
              )
              
              -Prepaid
                  management fees - related party
              
              
              9,120
              
              
              (9,120
              )
              
              -Prepaid
                  rent
              
              
              2,458
              
              
              8,998
              
              
              (1,081
              )Accounts
                  payable and accrued expenses
              
              
              125,502
              
              
              (13,380
              )
              
              150,635**Net
                  cash used in operating activities**
              
              
              **(87,344**
              **)**
              
              **(594,365**
              **)**
              
              **(1,029,595**
              **)***Cash
                  flows used in investing activities:*Investment
                  in mineral rights
              
              
              (250,000
              )
              
              -
              
              
              (250,000
              )Additions
                  to property and equipment
              
              
              -
              
              
              (1,579
              )
              
              (1,579
              )**Net
                  cash used in investing activities**
              
              
              **(250,000**
              **)**
              
              **(1,579**
              **)**
              
              **(251,579**
              **)***Cash
                  flows provided by financing activities:*Proceeds
                  from issuance of notes
              
              
              60,000
              
              
              -
              
              
              560,000Proceeds
                  from a note from the then Chairman, Chief Executive Officer and
                  majority
                  shareholder
              
              
              -
              
              
              -
              
              
              3,000Amount
                  paid to the then Chairman, Chief Executive Officer and majority
                  shareholder in connection with the Release agreement
              
              
              -
              
              
              -
              
              
              (49,000
              )Proceeds
                  from the issuance of common stock and warrants, net of related
                  offering
                  costs and expenses
              
              
              823,980
              
              
              -
              
              
              1,348,980**Net
                  cash provided by financing activities**
              
              
              **883,980**
              
              
              -
              
              
              **1,862,980****Net
                  increase (decrease) in cash**
              
              
              **546,636**
              
              
              **(595,944**
              **)**
              
              **581,806****Cash
                  - beginning of period**
              
              
              **35,170**
              
              
              **631,114**
              
              
              **-****Cash
                  - end of period**
              
              **$**
              **581,806**
              
              **$**
              **35,170**
              
              **$**
              **581,806**
 The
          accompanying notes are an integral part of the financial
          statements.
  F-6
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Notes
                to the Financial Statements**
  ***December
                31, 2006 and***
 ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
 
 *Supplemental
        Disclosure of Non-Cash Financing Activities:*
  During
        the year ended December 31, 2004, the Company converted two notes amounting
        to
        $500,000 into 500,000 shares of common stock with a fair value of $715,000.
  During
        2002, the Company issued 6,000,000 shares of common stock for the rights
        to
        acquire an intangible asset.
  F-7
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Notes
                to the Financial Statements**
  ***December
                31, 2006 and***
 ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
 **1.**  **Description
        of Business and Development Stage Operations**
  The
        Company was incorporated in March 2002 in the state of Nevada on May 17,
        2004.
        On that date, the Chairman, Chief Executive Officer and majority shareholder
        (the "former officer") resigned and a new sole director and management were
        put
        in place. At the same time as the former officer's resignation, he entered
        into
        a mutual release agreement (the "Agreement") with the Company; which among
        other
        things, provided for the redemption by the Company of all of his shares that
        were recorded as a treasury stock transaction (Notes 3 and 6).
  The
        Company adopted a new business plan to pursue funding for geological mapping
        of
        a specified region in China and Mongolia with the ultimate intent to participate
        in the exploring and mining for precious and non-precious metals and other
        mineral resources in that region. The Company has ceased these activities
        in
        Asia. In December 2006 the Company entered into an option agreement to purchase
        certain uranium properties in Argentina and changed its name to Strategic
        Resources, Ltd. The Company anticipates funding its operations for the next
        twelve months through loans and additional equity financing as
        required.
  **2.**  **Summary
        of Significant Accounting Policies**
  *Basis
        of Presentation*
  These
        financial statements are presented in United States dollars and have been
        prepared in accordance with accounting principles generally accepted in the
        United States.
  *Fair
        Value of Financial Instruments*
  In
        accordance with the requirements of Financial Accounting Standards Board's
        Statement of Financial Accounting Standards ("SFAS") No. 107, *Disclosures
        about Fair Value of Financial Instruments* ,
        the
        Company has determined the estimated fair value of financial instruments
        using
        available market information and appropriate valuation methodologies. The
        fair
        value of financial instruments classified as current assets or liabilities
        approximate carrying value due to the short-term maturity of the
        instruments.
  *Cash
        and Cash Equivalents*
  The
        Company considers deposits that can be redeemed on demand and investments
        that
        have original maturities of less than three months, when purchased, to be
        cash
        equivalents. There are no cash equivalents as of December 31, 2006. The Company
        has no requirement for compensating balances.
  
  F-8
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Notes
              to the Financial Statements**
  ***December
              31, 2006 and***
 ***For
              Each of the Two Years in the Period Ended December 31, 2006
              and***
 ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
  **2.**  **Summary
          of Significant Accounting Policies, Continued**
  *Cash
        and Cash Equivalents, Continued*
  At
        December 31, 2006, $573,981 was held in the trust account of the Company's
        legal
        counsel, and therefore may not be subject to FDIC insurance. The Company
        believes this credit risk is mitigated due to the financial strength of the
        law
        firm and the restrictions placed upon the trust account balances by the
        California State Bar Association. These funds were available to the Company
        at
        December 31, 2006.
  *Net
        Loss per Common Share*
  Basic
        loss per share includes no dilution and is computed by dividing income available
        to common stockholders by the weighted average number of common shares
        outstanding for the period. The Company does not have any potentially dilutive
        securities; therefore, the accompanying presentation is only of basic loss
        per
        share.
  *Stock
        Split*
  On
        May
        17, 2004, an eight for one stock split of the Company's common stock occurred.
        Accordingly, all capital accounts, historical share amounts, weighted average
        share, and loss per share amounts have been restated to reflect the forward
        stock split.
  *Treasury
        Stock*
  The
        Company elected to retire the treasury shares acquired in the May 2004
        Arrangements and Release Agreement (the "Release Agreement") entered into
        with
        the former officer and restore them to the status of authorized and unissued
        shares. The Company has chosen to record the treasury share transactions
        using
        the cost method. During the year ended December 31, 2004, the Company retired
        47,000,000 shares of common stock (Note 6).
  *Income
        Taxes*
  The
        Company follows the liability method of accounting for income taxes. Under
        this
        method, deferred income tax assets and liabilities are recognized for the
        future
        tax consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax
        balances. Deferred income tax assets and liabilities are measured using enacted
        or substantially enacted tax rates expected to apply to the taxable income
        in
        the years in which those differences are expected to be recovered or settled.
        The effect on deferred income tax assets and liabilities of a change in tax
        rates is recognized in income in the period that includes the date of enactment
        or substantive enactment.
  F-9
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Notes
                to the Financial Statements**
  ***December
                31, 2006 and***
 ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
 **2.**  **Summary
        of Significant Accounting Policies, Continued**
  *Use
        of Estimates and Assumptions*
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires us to make estimates and
        assumptions that affect the reported amounts of assets, liabilities, revenues
        and expenses and disclosure of contingent obligations in the financial
        statements and accompanying notes. Our most significant assumptions are employed
        in estimates used in the determination of the deferred income tax asset
        valuation allowance, accrued obligations, and estimating stock-based charges.
        The estimation process requires assumptions to be made about future events
        and
        conditions, and as such, is inherently subjective and uncertain. Actual results
        could differ materially from our estimates.
  *Advertising
        Costs*
  Advertising
        costs are expensed as incurred. Advertising costs totaled $0, $17,815, and
        $41,999 for the years ended December 31, 2006 and 2005 and for the period
        from
        March 22, 2002 (inception) to December 31, 2006, respectively.
  *New
        Accounting Pronouncements*
  In
        December 2004, the FASB issued Statement No. 123(R), *Share-Based
        Payment* .
        This
        statement eliminates the use of the intrinsic value method described in
        Accounting Principles Board Opinion No. 25 ("APB No. 25"), *Accounting
        for Stock Issued to Employees* ,
        and
        requires an entity to measure the cost of employee services received in exchange
        for an award of equity instruments based on the grant-date fair value of
        the
        award. That cost will be recognized over the period during which an employee
        is
        required to provide service in exchange for the award. We adopted the provisions
        of Statement No. 123(R) on January 1, 2006, when it became a mandatory
        requirement. The Company does not expect the adoption of this statement to
        have
        a material impact on its financial position, results of operations or cash
        flows.
 F-10
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Notes
                to the Financial Statements**
  ***December
                31, 2006 and***
 ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
    **3.**  **Mining
        Rights and Joint Ventures**
  *La
        Rioja, Argentina Uranium Properties*
  On
        December 1, 2006, the Company acquired an option to purchase certain uranium
        properties in Argentina. The properties consist of seven groups of uranium
        exploration properties covering an aggregate area of 29,950 hectares in the
        province of La Rioja, Argentina. The properties are located in proximity
        with
        many other exploration properties currently being explored by other companies
        or
        in proximity with properties previously claimed by the Argentine National
        Commission of Atomic Energy (“C.N.E.A.”). The Company believes that prior
        operators on the properties performed considerable exploration work. All
        of the
        properties are close to paved roads and are in zones of moderate climate
        and
        topography.
  The
        Company made an initial payment of $250,000 and the option agreement requires
        the following payments to be made by the Company:
  On
                  or before May 10, 2007
              
              $
              150,000On
                  or before May 10, 2008
              
              
              150,000On
                  or before May 10, 2009
              
              
              250,000On
                  or before November 10, 2010
              
              
              2,800,000**Total**
              
              **$**
              **3,350,000**
  *Fencheng,
        China Gold Venture*
  In
        May
        2004, the Company entered an agreement to pursue mineral exploration in China.
        During the year ended December 31, 2004, the Company made a payment of $88,462
        for professional fees related to the documentation for this investment and
        in
        the year ended December 31, 2005, the Company incurred exploration costs
        of
        $43,283 on this project. The Company has abandoned its interest in this project
        and has no further interest nor does it have any further
        obligations.
  *Mongolian
        Gold Venture*
  In
        March
        2005, the Company entered into an exploration agreement in Mongolia. During
        the
        year ended December 31, 2005, the Company incurred exploration costs of $106,705
        on this project. As a result of proposed tax changes in Mongolia, the Company
        does not believe that it is economically feasible to continue with this
        project.
   F-11
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Notes
              to the Financial Statements**
  ***December
              31, 2006 and***
 ***For
              Each of the Two Years in the Period Ended December 31, 2006
              and***
 ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
  **4.**  **Deferred
          Income Taxes**
  A
        significant portion of the net operating loss carry-forward may not be available
        to be realized for the Company because of a change in the ownership of the
        Company's shares of common stock. Due to the uncertainty of its realization
        and
        anticipated limitations on the loss carry-forward, a full valuation allowance
        has been provided for the deferred tax asset.
  There
        is
        no current or deferred income tax provision due to the Company's historical
        losses and valuation allowance.
  Significant
        components of the Company's deferred income tax assets and liabilities at
        December 31, 2006 and 2005 are as follows:
  2006
              
              2005Deferred
                  income tax assets (liabilities):Net
                  operating loss carryforward
              
              $
              474,190
              
              $
              388,748Valuation
                  allowance
              
              
              (474,190
              )
              
              (388,748
              )**Net
                  deferred income tax asset**
              
              
              **-**
              
              
              **-**
  The
        Company, based upon its history of losses and management's assessment of
        when
        operations are anticipated to generate taxable income, has concluded that
        it is
        more
        likely than not that none of the net deferred income tax assets will be realized
        through future taxable earnings and has established a valuation allowance
        for
        them. The valuation allowance increased by $85,442 during the year ended
        December 31, 2006.
  Reconciliation
        of the effective tax rate to the U.S. statutory rate is as follows:
  For
                  thePeriod
                    FromMarch
                  22, 2002(Inception)
                  toFor
                  the Year ended December 31,
              
              December
                  31,2006
              
              2005
              
              2006Tax
                  expense at U.S. statutory rate
              
              
              (34.0
              )%
              
              (34.0
              )%
              
              (34.0
              )%Change
                  in valuation allowance
              
              
              34.0
              %
              
              34.0
              %
              
              34.0
              %**Effective
                  income tax rate**
              
              
              **-**
              
              
              **-**
              
              
              **-**
  The
        Company also has federal net operating loss carryforwards of $1,394,675.
        The
        federal net operating loss carryforwards will begin to expire in 2023.
  F-12
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Notes
                to the Financial Statements**
  ***December
                31, 2006 and***
 ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
 **5.**  **Commitments
        and Contingencies**
  *Financial
        Results, Liquidity and Management's Plan*
  The
        Company has incurred net losses for the years ended December 31, 2006 and
        2005
        and for the period from March 22, 2002 (inception) to December 31, 2006 of
        $(251,301), $(554,513), and $(1,394,675), respectively. These factors raise
        substantial doubt about the Company's ability to continue as a going concern.
        Despite its negative cash flows from operations of $(87,344), $(594,365)
        and
        $(1,029,595) for the years ended December 31, 2006 and 2005 and for the period
        from March 22, 2002 (inception) to December 31, 2006, respectively, the Company
        has been able to obtain additional operating capital through private equity
        funding sources. Management's plans include the continued development and
        eventual implementation of its business plan. The Company has relied upon
        equity
        funding and loans from shareholders since inception.
  No
        assurances can be given that the Company can obtain sufficient working capital
        through the sale of the Company's common stock and borrowing or that the
        development and implementation of its business plan will generate sufficient
        revenues in the future to sustain ongoing operations. The financial statements
        do not include any adjustments that might be necessary if the Company is
        unable
        to continue as a going concern.
  *Facility
        Lease with an Entity Controlled by a Related Party*
  The
        Company, through an entity controlled by its Chief Executive Officer, leases
        office space in Vancouver, British Columbia. This lease commenced on January
        1,
        2005, requires a monthly payment of approximately $2,509 plus common area
        fees,
        is on a month-to-month basis, and can be terminated at any time by either
        party.
  *Facility
        Lease*
  The
        Company also leased office space in Boulder, Colorado. The lease commenced
        on
        June 15, 2004 and was renewed for another twelve month term on June 15, 2005.
        The lease expired on June 30, 2006 and was renewed on a month-by-month
        basis until March 1, 2007.
  Rent
        expense for the years ended December 31, 2006 and 2005 and for the period
        from
        March 22, 2002 (inception) to December 31, 2006 amounted to $38,012, $45,739,
        and $83,751, respectively.
  *Litigation*
  The
        Company is not aware of any litigation matters pending or threatened as of
        December 31, 2006 that will materially affect the Company's financial
        statements. The Company is sometimes involved in matters of litigation that
        the
        Company considers ordinary routine
   F-13
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Notes
              to the Financial Statements**
  ***December
              31, 2006 and***
 ***For
              Each of the Two Years in the Period Ended December 31, 2006
              and***
 ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
  **5.**  **Commitments
          and Contingencies, Continued**
  *Litigation,
        Continued*
  litigation
        incidental to the Company's business. The Company's policy is to accrue during
        a
        period, as a charge to operations, amounts related to legal matters if it
        is
        probable that a liability has been incurred and the amount of loss can be
        reasonably estimated, as required by SFAS No. 5, *Accounting
        for Contingencies* .
  *Consulting
        Agreement with Related Party*
  The
        Company has a two year corporate services agreement with an entity that is
        controlled by the Company's Chief Executive Officer that was entered into
        in
        April 2004. Under the terms of the agreement, the Company pays a monthly
        fee of
        $7,500 to the entity for various corporate and administrative services and
        will
        continue through March 2007. Upon expiration of the agreement, either party
        may
        renew for a term of one year or longer, if desired. The minimum commitment
        under
        this agreement was $90,000 for 2006 and is $22,500 for 2007. The corporate
        services agreement resulted in the recognition of $90,000 and $110,880 as
        consulting fee - related party for the years ended December 31, 2006 and
        2005,
        respectively.
  **6.**  **Equity
        Transactions**
  *Common
        Stock*
  Common
        Shares Split
  In
        April
        2004, the Company's Board of Directors approved a forward-split of its issued
        and outstanding shares of common stock on an 8 for 1 basis for the shareholders
        of record on May 15, 2004 and was effective on May 17, 2004. All capital
        accounts, historical share amounts weighted average share and loss per share
        data in this report give effect to the stock split, applied retroactively,
        to
        all periods presented.
  Redemption
        of Common Shares
  In
        May
        2004, the former officer sold 47,000,000 shares of common stock back to the
        Company in a redemption of common shares. Pursuant to a release agreement
        between himself and the Company, he received a cash payment of $49,000 and
        caused the satisfaction of a $3,000 promissory note due from the Company
        as
        consideration for the shares retired. The net redemption price of $46,000
        amounted to $0.001 per share of common stock. The redemption and ultimate
        retirement of the common shares has been accounted for as treasury stock
        transaction (Note 2).
 
  F-14
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Notes
              to the Financial Statements**
  ***December
              31, 2006 and***
 ***For
              Each of the Two Years in the Period Ended December 31, 2006
              and***
 ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
  **6.**  **Equity
          Transactions, Continued**
  *Common
        Stock, Continued*
  Common
        Shares Issued in Satisfaction of Debt
  In
        June
        2004 the Company issued 500,000 shares of its common stock in consideration
        of
        the satisfaction of two notes with a combined face value of $500,000.
  Sale
        of Equity Units
  In
        November and December of 2006, the Company sold 20,600,000 equity units in
        a
        private placement. Each unit consisted of one share of the Company’s common
        stock and one warrant for the purchase of an additional share of common stock.
        The per-unit price was $0.04. The exercise price of each warrant is $0.07.
        The
        warrants will be exercisable between April 1, 2007, and the one-year anniversary
        of the closing of the offering. The net proceeds of the unit sale was $823,980.
        In the first quarter of 2007, the Company sold an additional 4,600,000 units
        with net proceeds of $183,940.
  In
        August
        2004, the Company sold 370,370 equity units to one party who had previously
        loaned the Company money through a private placement offering. Each equity
        unit
        was comprised of one share of the Company's common stock and one warrant
        to
        purchase a share of the Company's common stock. The per equity unit price
        was
        $1.35 for an aggregate value of $500,000. The warrant granted the holder
        the
        right to acquire the Company's stock at an exercise price of $1.50 per share,
        with an exercise period that expired 24 months after the unit's purchase
        by the
        investor.
  *Warrant
        Activity*
  Warrants
        Issued
  In
        August
        2004 as part of its private placement offering, the Company sold equity units.
        Each unit consisted of one share of the Company's common stock and one warrant
        to acquire one share of the Company's common stock at $1.50 per share with
        an
        exercise period that expired 24 months after the unit's purchase by the
        investor.
  F-15
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Notes
                to the Financial Statements**
  ***December
                31, 2006 and***
 ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
 **6.**  **Equity
        Transactions, Continued**
  *Warrant
        Activity, Continued*
  Warrants
        Issued, Continued
  A
        summary
        of stock warrants follows:
  WeightedAverageExerciseWarrants
              
              Price**Outstanding
                  at December 31, 2004**
              
              
              **370,370**
              
              **$**
              **1.50**Issued
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -Cancelled
              
              
              -
              
              
              -**Outstanding
                  at December 31, 2005**
              
              
              **370,370**
              
              **$**
              **1.50**Issued
              
              
              20,600,000
              
              $
              0.07Exercised
              
              
              -
              
              
              -Cancelled
              
              
              (370,370
              )
              $
              1.50**Outstanding
                  at December 31, 2006**
              
              
              **20,600,000**
              
              **$**
              **0.07**
  All
        warrants are exercisable at the time of issuance.
  Reservation
        of Common Stock
  As
        of
        December 31, 2006, the Company has reserved for future issuance common stock
        as
        follows:
  Warrants
              
              
              20,600,000
  F-16
 **Strategic
                Resources, Ltd.**
 **(formerly
                Key Gold Corporation)**
 **(A
                Company in the Development Stage)**
  **Notes
                to the Financial Statements**
  ***December
                31, 2006 and***
 ***For
                Each of the Two Years in the Period Ended December 31, 2006
                and***
 ***For
                the Period From March 22, 2002 (Inception) to December 31,
                2006***
 **7.**  **Loss
        Per Share**
  Basic
        and
        diluted loss per common share have been computed by dividing the loss available
        to common shareholders by the weighted-average number of common shares
        outstanding for the periods.
  The
        computations of basic and diluted loss per common share are as
        follows:
 
 For
                  thePeriod
                  FromMarch
                  22, 2002For
                  the Year Ended December 31,
              
              (Inception)
                  to2006
              
              2005
              
              2004Loss
                  per common share, basic and diluted:Numerator:Net
                  loss available to common shareholders
              
              $
              (251,301
              )
              $
              (554,513
              )
              $
              (1,394,675
              )Denominator:Weighted
                  average shares - basic and diluted
              
              
              43,587,037
              
              
              41,870,370
              
              
              61,734,048**Loss
                  per common share, basic and diluted**
              
              **$**
              **(0.01**
              **)**
              
              **($0.01**
              **)**
              **$**
              **(0.02**
              **)**
 
 The
        effect of the potentially dilutive securities was not included in the
        computation of diluted loss per share, because to do so would have been
        antidilutive for the periods presented.
   F-17
 **Strategic
              Resources, Ltd.**
 **(formerly
              Key Gold Corporation)**
 **(A
              Company in the Development Stage)**
  **Notes
              to the Financial Statements**
  ***December
              31, 2006 and***
 ***For
              Each of the Two Years in the Period Ended December 31, 2006
              and***
 ***For
              the Period From March 22, 2002 (Inception) to December 31,
              2006***
  **8.**  **Subsequent
          Event**
  On
        April
        11, 2007 the Company entered into an option to purchase a second uranium
        property in Argentina. The Company made an initial payment upon entering
        into
        this agreement of $50,000 and is required to make the following
        payments:
  On
                  or before September 14, 2007
              
              $
              50,000On
                  or before March 14, 2008
              
              
              50,000On
                  or before September 14, 2008
              
              
              50,000On
                  or before March 14, 2009
              
              
              75,000On
                  or before September 14, 2009
              
              
              75,000On
                  or before March 14, 2010
              
              
              75,000On
                  or before September 14, 2010
              
              
              75,000On
                  or before March 14, 2011
              
              
              350,000**Total**
              
              **$**
              **800,000**
  
  
 F-18