**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**








**[
                X ]**
            **ANNUAL
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      fiscal year ended   **August
      31, 2006**





**[   
                ]**
            **TRANSITION
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from______________


Commission
      file number  **000-51707**








**DE
                BEIRA GOLDFIELDS INC.**(Name
                of Small Business Issuer in its
                charter)








Nevada
            00-0000000(State
                or other jurisdiction of incorporation or
                organization)
            (I.R.S.
                Employer Identification
                No.)30
                Ledgar Road, Balcatta, Western Australia
            6021(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      telephone number 011-61-89-240-2836








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


**Title
                of each class**
            **Name
                of each exchange on which registered**None
            N/A








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








common
                stock - $0.001 par value(Title
                of Class)





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





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





**Page
          - 1**








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


**[
      X ] Yes [   ] No**





State
      issuer’s revenues for its most recent fiscal year.   **$0**





State
      the
      aggregate market value of the voting and non-voting common equity held by **non-affiliates** computed
      by reference to the price at which the common equity was sold, or the average
      bid and asked price of such common equity, as of a specified date within the
      past 60 days: **$65,690,000** **as of December 13, 2006 {$2.00** **X 32,845,000}**








State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.





**Class**
            **Outstanding
                at December 12, 2006**common
                stock - $0.001 par value
            39,559,285








Documents
      incorporated by reference: Exhibit 3.1 (Articles of Incorporation) filed on
      December 12, 2005 as an Exhibit to De Beira’s Form SB-2 (Registration
      Statement); Exhibit 3.2 (By-laws) filed on December 12, 2005 as an Exhibit
      to De
      Beira’s Form SB-2 (Registration Statement); Exhibit 10.1 (Management Agreement)
      filed on May 10, 2006 as an Exhibit to De Beira’s Form 8-K (Current Report);
      Exhibit 10.2 (Letter of Understanding) filed on May 25, 2006 as an Exhibit
      to De
      Beira’s Form 8-K (Current Report); Exhibit 10.3 (Letter Agreement) filed on June
      29, 2006 as an Exhibit to De Beira’s Form 8-K (Current Report); Exhibit 10.4
      (Share Sale Agreement) filed on July 17, 2006 as an Exhibit to De Beira’s Form
      8-K (Current Report); and Exhibit 14.1 (Financial Code of Ethics) filed on
      December 12, 2005 as an Exhibit to De Beira’s Form SB-2 (Registration
      Statement.








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





**Page
          - 2**





**Forward
      Looking Statements**





The
      information in this annual report contains forward-looking statements within
      the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934. These forward-looking statements involve risks
      and uncertainties, including statements regarding De Beira’s capital needs,
      business strategy and expectations. Any statements contained herein that are
      not
      statements of historical facts may be deemed to be forward-looking statements.
      In some cases, you can identify forward-looking statements by terminology such
      as “ *may”* ,
      “ *will”* ,
      “ *should”* ,
      “ *expect”* ,
      “ *plan”* ,
      “ *intend”* ,
      “ *anticipate”* ,
      “ *believe”* ,
      “ *estimate”* ,
      “ *predict”* ,
      “ *potential”* or
“ *continue”* ,
      the
      negative of such terms or other comparable terminology. Actual events or results
      may differ materially. In evaluating these statements, you should consider
      various factors, including the risks outlined from time to time, in other
      reports De Beira files with the Securities and Exchange Commission.





The
      information constitutes forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995. The forward-looking statements
      in this Form 10-KSB for the fiscal year ended August 31, 2006, are subject
      to
      risks and uncertainties that could cause actual results to differ materially
      from the results expressed in or implied by the statements contained in this
      report. 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.





All
      forward-looking statements are made as of the date of filing of this Form 10-KSB
      and De Beira disclaims any obligation to publicly update these statements,
      or
      disclose any difference between its actual results and those reflected in these
      statements. De Beira may, from time to time, make oral forward-looking
      statements. De Beira strongly advises that the above paragraphs and the risk
      factors described in this Annual Report and in De Beira’s other documents filed
      with the United States Securities and Exchange Commission should be read for
      a
      description of certain factors that could cause the actual results of De Beira
      to materially differ from those in the oral forward-looking statements. De
      Beira
      disclaims any intention or obligation to update or revise any oral or written
      forward-looking statements whether as a result of new information, future events
      or otherwise.





**PART
      I**





**Item
      1.**  **Description
      of Business.**





**General**





De
      Beira
      Goldfields Inc. (“ **De
      Beira** ”)
      is a
      Nevada corporation that was incorporated on May 28, 2004.





Since
      June 2006, De Beira has had its office at 30 Ledgar Road, Balcatta, Western
      Australia, 6021. The telephone number at this office is 011-61-89-240-2836.
      De
      Beira uses this office space under an arrangement whereby an entity related
      to
      the president and director of the Company and chairman of the Company provides
      office administration, accounting and corporate secretarial services to the
      Company for a fee based on time and hourly charge rates. De Beira maintains
      its
      statutory registered agent’s office at 2470 St. Rose Parkway, Henderson, Nevada,
      89075.





De
      Beira
      is an exploration stage company engaged in the acquisition and exploration
      of
      mineral properties. De Beira’s plan of operations is to conduct mineral
      exploration activities on the mineral properties in order to assess whether
      these claims possess commercially exploitable mineral deposits. De Beira’s
      exploration program is designed to explore for commercially viable deposits
      of
      base and precious minerals, such as gold, silver, lead, barium, mercury, copper,
      and zinc minerals. See
      “Business of De Beira” and “Management’s Discussion and Analysis or Plan of
      Operations” below for more information.





On
      May 9,
      2006, De Beira signed a letter of understanding to acquire up to a 70% interest
      in the Titiribi Gold / Copper project in Colombia, South America (the
“ **Colombia
      Property** ”). See
      Exhibit 10.2 - Letter of Understanding for more details.





Also,
      on
      June 15, 2006, De Beira entered into an agreement to acquire an 80% interest
      in
      Minanca Minera Nanguipa, Compañía Anónima (“ **Minanca** ”),
      subject to certain conditions. Minanca owns certain mineral exploration
      property, including plant and equipment, in Ecuador, South America (the
“ **Ecuador**  **Property** ”). See
      Exhibit 10.4 - Share Sale Agreement for more details.




**Page
          - 3**





On
      July
      5, 2006, De Beira entered into agreements with the Goldplata Group to acquire
      an
      interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru, South
      America (the “ **Peru
      Property** ”),
      which
      are prospective for gold and silver.





De
      Beira
      has an authorized capital of 75,000,000 shares of common stock with a par value
      of $0.001 per share with 39,559,285 shares
      of common stock currently issued and outstanding.





De
      Beira
      has not been involved in any bankruptcy, receivership or similar proceedings.
      There have been no material reclassifications, mergers, consolidations or
      purchases or sales of a significant amount of assets not in the ordinary course
      of De Beira’s business.





**Business
      of De Beira**





De
      Beira
      is an Exploration Stage Company, as defined by Statement of Financial Accounting
      Standard (“SFAS”) No.7 “ *Accounting
      and Reporting for Development Stage Enterprises* ”.
      De
      Beira’s principal business is the acquisition and exploration of mineral
      resources. De Beira has not presently determined whether the properties it
      intends to acquire contain mineral reserves that are economically recoverable.





De
      Beira
      is a start-up, development stage company, which has not generated any revenues
      from its mineral exploration activities.





During
      the next 12 months, De Beira will continue to identify and assess new projects
      for acquisition purposes, but will also focus on exploring and adding value
      to
      the project interests acquired over the last few months. De Beira will continue
      to identify and assess undervalued mineral properties in South America for
      eventual acquisition. Management will also focus on progressing exploration
      activities on the project interests that De Beira has secured thus far.





In
      the
      quarter ended February 28, 2006, De Beira announced its intentions to acquire
      a
      portfolio of undervalued mineral properties in South America, prospective for
      gold, silver and copper.





**Property
      Interests**





The
      following is a summary of De Beira’s principal property interests, segregated by
      the operations on De Beira’s claims. De Beira does not have any assets or
      mineral properties that are currently in production or contain a
      reserve.





**A.
      De Beira 1 Mineral Claim**





During
      the year ended August 31, 2005, De Beira staked the De Beira 1 mineral claim,
      located in British Columbia, Canada. The claim was registered in the name of
      Michele Fronzo, the former president of De Beira, who executed a trust agreement
      whereby Mr. Fronzo agreed to hold the claim in trust on behalf of De Beira.





During
      the year ended August 31, 2006, De Beira relinquished ownership of the De Beira
      1 mineral claim as it was not considered sufficiently prospective and turned
      its
      attention to other opportunities.





**B.
      Titiribi Gold/Copper Project - Colombia Property**





De
      Beira
      entered into an agreement with Goldplata Corporation Limited, Goldplata
      Resources Inc. and Goldplata Resources Sucursal Colombia (the “ **Goldplata
      Group** ”)
      dated
      May 6, 2006, whereby De Beira was granted an option to acquire up to a 70%
      interest in the Titiribi Gold/Copper project in Colombia, South America (the
      “ **Colombia
      Property** ”).
      The
      agreement allows De Beira to acquire an initial interest of 65% by sole funding
      $8 million in exploration expenditures within a 3 year period (the “ **Option
      Period** ”).
      The
      Option Period commenced on June 9, 2006. After acquiring 65% interest, De Beira
      has 60 days to elect to sole fund further expenditures in order to acquire
      another 5%, giving it a total interest of 70%. See
      Exhibit 10.2 - Letter of Understanding for more details.





The
      additional interest is to be acquired upon the earlier of completing a bankable
      feasibility study or spending a further $12 million, both within a period of
      no
      more than 3 years from the time of the election. De Beira may not withdraw
      from
      the agreement after the start of the Option Period until it either incurs $1
      million in exploration expenditure or pays $1 million to the Goldplata Group.
      $130,000 was incurred in exploration expenditures during the year-ended August
      31, 2006, with a total of $860,000 incurred in exploration expenditures up
      to
      the date of this report.




**Page
          - 4**





**Introduction**





Colombia
      is divided into four geographic regions: the Andean highlands, consisting of
      the
      three Andean ranges and intervening valley lowlands; the Caribbean lowlands
      coastal region; the Pacific lowlands coastal region, separated from the
      Caribbean lowlands by swamps at the base of the Isthmus of Panama; and eastern
      Colombia, the great plain that lies to the east of the Andes
      Mountains.





**Location
      and Access**





The
      Titiribi mining district, population of approximately 15,000 people, is located
      ca. 70 kilometers southwest of Medellín in the Department of Antioquia, on the
      northwestern margin of Colombia’s Central Cordillera. Access is by
      well-maintained paved road from Medellín to the historic town of Titiribi. From
      Titiribi to the project area access is by fair gravel roads, and the use of
      4WD
      is required due to the road being steep in places.





The
      general land use of Titiribi is mixed agricultural principally, coffee,
      sugarcane and dairy cattle. Artisanal mining, including precious metals and
      coal
      continues and forms a limited section of the regional economy.





**Climate
      and Geomorphology**





The
      Titiribi Town and project area is situated along the latitude of approx
      6 0 north,
      and lies in an altitude range of between 1,500m and 2,200m above sea level.
      Generally the area is considered to have a moderately wet but cool tropical
      climate. The area was once covered in jungle though now long since cleared
      to
      make way for coffee and cattle.





**Geology
      and Mineralization**





Titiribi
      is a historic multi-million ounce Gold and base metal mining district set in
      the
      Mid Northern region of Colombia approximately 70 kilometers southwest of the
      city of Medellín. Recorded mining activity commenced in 1794, and more or less
      continuous production, at differing scales, has been observed since that time.
      In the 1800's and early 1900's Au-Ag (Zn-Pb-Cu) production came from at least
      14
      principle-mining areas within a three-kilometer radius of the town of Titiribi.
      Activity from approximately 1942 to present can be classified as minimal and
      strictly artisanal. Peak production activity dates from the period 1885 through
      1930.





This
      gold
      district is similar to other gold producing areas in the Colombian Cordilleras,
      and is made up of a series of high-grade polymetallic veins, which are
      associated with a porphyry style intrusive system. Mineralization is associated
      with Miocene porphyry intrusives, and is hosted in a variety of distinct
      litho-structural settings. Historic mineralisation was mined from high-grade
      Au-Ag replacement mantos and fault-controlled veins hosted within Paleozoic
      schist and Oligocene continental-marine sedimentary rocks. Low-grade
      mineralisation is widespread and occurs as disseminations and replacements
      within the sedimentary rocks, and as porphyry-style disseminations and stockwork
      within hypabyssal intrusions.





Murial
      Mining S.A (South America), ("Murial"), initiated modern exploration work in
      1992, focusing upon the Otra Mina - Cateadores - Chisperos - Muriel - Cerro
      Veta
      sectors of the Titiribi district. Numerous adits and drives were re-opened,
      cleaned, advanced and sampled. In 1998, based on results from the Murial/Ace
      exploration, Goldfields Ltd of South Africa conducted additional geophysics
      and
      soil geochemistry, resulting in a 2,500-metre diamond-drilling program in and
      around the Cerro Veta target area.





This
      drilling led to the discovery of the Cerro Veta porphyry considered as a
      potentially bulk-minable Au-Cu, (Gold-Copper) resource, located two kilometers
      west of the Titiribi town. The Cerro Veta porphyry system is a well defined,
      zoned, although fault disrupted, poly-phase Au-Cu (Ag, Mo) porphyry system
      measuring some 725 meters N-S by 550 meters E-W.





From
      the
      current interpretation of the limited historical drill data and the local
      geology, it seems that considerable potential exists at Titiribi to delineate
      a
      resource relatively quickly with additional drilling. Mineralization is open
      along strike and at depth.





At
      the
      Titiribi Project, De Beira uses the Goldplata Group to manage and implement
      exploration programs. The programs are prepared by De Beira and De Beira
      supervises the implementation of the programs by the Goldplata Group. The
      current emphasis of the exploration program is to carry out approximately 6,000
      metres of diamond drilling. The objective of the current drill program is to
      expand the zones of mineralization and to provide a better understanding of
      the
      structural geology.





**Page
          - 5**





**C.
      Minanca Project - Ecuador Property**





On
      June
      15, 2006, De Beira entered into an agreement with Emco Corporation
      (“ **Emco** ”)
      whereby De Beira was granted an option to acquire an 80% interest in Minanca
      Minera Nanguipa, Compania Anonima (“ **Minanca** ”),
      which
      owns mineral exploration property in Ecuador (the “ **Ecuador
      Property** ”),
      for
      an aggregate purchase price of $30,400,000 comprised of 10 million restricted
      common shares of De Beira at an issue price of $3 per common share and a cash
      payment of $400,000. See
      Exhibit 10.4 - Share Sale Agreement for more details.





On
      June
      16, 2006, De Beira paid $400,000 as per the terms of the agreement and provided
      a loan advance of $100,000 to Minanca.





Under
      the
      terms of the acquisition agreement and following settlement of the acquisition,
      De Beira is obligated to advance loan amounts of $7,000,000 to Minanca as
      follows:





$1,500,000
      within 15 days of settlement of the acquisition transaction for upgrade
      expenditures on the Property (paid in full by the date of this
      Report);





$400,000
      by July 31, 2006 for upgrades to the Property (paid in full by the date of
      this
      Report);





$1,375,000
      by October 2, 2006 to be paid for existing debt owed by Minanca (paid in full
      by
      the date of this Report); and





The
      balance of $3,725,000 for exploration expenditures on the Property to be paid
      equally over a period of 5 months beginning September 1, 2006 with the final
      payment due on January 1, 2007 (four installments of $745,000 each have been
      paid by the date of this Report.)





Minanca
      is to undertake to grant a mortgage over all its assets to De Beira as security
      against the loan amounts noted above. The loan is due on demand, however the
      loan is to be repaid only from cash surpluses generated from production by
      Minanca. Repayment of the loan ranks in priority ahead of any dividend or
      distribution payments to shareholders of Minanca. The loan does not have a
      stated rate of interest.





Minanca
      is to appoint De Beira as the joint operator of the Property and the Company
      is
      to be responsible for keeping the Property and all permits in good standing
      during the term of the formal agreement.





A
      formal
      agreement was executed by both parties on July 10, 2006 and in conjunction
      with
      the signing of the agreement, De Beira provided Emco with a $100,000 deposit.
      The issue of 10,000,000 restricted common shares has not been completed at
      the
      date of this report and the acquisition agreement remains unconsummated. See
      Exhibit 10.4 - Share Sale Agreement for more details.





Minanca
      is a private company, registered under the laws of Ecuador. Minanca’s head
      office is located at the town of Portovelo.





Minanca
      is an exploration stage company in Ecuador, primarily active since its inception
      in the feasibility stage for gold in the southern area of the country,
      specifically in the El Oro Province. Minanca has small scale gold production
      from underground workings. Mine management and all mining activities are
      sub-contracted to a third party mining operator.





**Location
      and Access**





The
      45
      hectare Minanca Project is located in the highly productive Portovelo-Zaruma
      gold belt in the El Oro province of Ecuador. The Portovelo region is host to
      a
      15 km long system of poly metallic epithermal veins. Locally the vein system
      covers an area approximately 7 km long by 1 km wide, with mineralisation hosted
      in highly fractured host rocks with quartz and carbonate filling.





**History**





The
      Minanca property has been continuously mined since 1845 and mining in the region
      dates back to the 1600’s. Mineralisation on the Minanca property includes gold,
      silver, copper, zinc and lead occurring in quartz calcite veins within an
      andesite host rock. The mine has 3 principal veins, varying in widths from
      0.6m
      to 5m and length between 500m and 800m, of which only the Abundancia vein is
      the
      focus of current mining activity. This vein system is postulated as originating
      from dilatational fissure openings resulting from the strike slip fault
      movements associated with the Portovelo Caldera. Numerous stockwork veinlets
      separate the major veins, and these stockworks are currently undergoing
      evaluation for an open pit-mining scenario.




**Page
          - 6**





Recent
      sampling of the underground workings and surface grab and trench samples has
      confirmed the stock work and the porphyry system to host significant gold,
      silver and zinc mineralisation. As a result of the encouraging sampling results,
      Minanca is currently drilling to test the size and grade potential of the
      hosting Andesitic lithologies.





**Geology**





The
      dominant feature of the region is the Portovelo Caldera. This structure is
      considered to be Tertiary to Pleistocene in age and has a diameter of 10-12
      kilometres. Mineralization is associated quartz-carbonate veins within a seven
      km N-S orientated fault envelope. The fault envelope is interpreted as a mega
      tension gash system formed within the 6.5 kilometre gap separating the NW-SE
      trending Puente Busa Fault located to the north of Zaruma and the
      Pinas-Portovelo fault located south of Portovelo. Within this envelope are
      a
      series of enechelon faults, which cut through a highly weathered grey
      porphyritic andesite and felsic porphyry.





Principal
      vein systems, which contain the majority of the mineralization, have a northerly
      orientation and are visible at a surface as weathered gullies across the
      mountainside. The vein system covers an area approximately seven kilometres
      in
      length and one kilometre wide. The vein systems are postulated as being formed
      as a result of fissure openings created by strike-slip fault movements along
      regional faults, which control the caldera’s location. The Minanca project
      contains a series of these veins.





Within
      the project there is also a NE trending mineralised zone of approximately 600
      metres in length by 135 metres in width, currently identified as the Magner
      Filon. This zone is characterised hydrothermal alteration resulting in elevated
      levels of silica and pyrite content. Recent surface outcrop sampling, in a
      highly leached environment, resulted in values up to 7.8 g/t gold.





The
      mining operation at Minanca follows the major Abundancia vein and other sub
      parallel veins, which have been mapped and mined for a number of years. Between
      these large veins is a stockwork of quartz veins, seen at excavations previously
      carried out on the upper slopes of the concession. The excavations are designed
      to expose and sample the weathered portion of the porphyry noted on the property
      in order to assess the feasibility of an open pit operation.





Presently,
      Minanca is carrying out exploration programs including drilling that are
      designed to provide a better understanding of structural geology, and extend
      the
      zones of mineralization. Minanca’s medium to long term objective is to define
      resources outside the present mining zones of sufficient tonnages and grades
      that may eventually permit the company to engage in open pit
      mining.





**D.
      Condoroma and Suyckutambo Projects - Peru Property**





On
        July
        5, 2006, De Beira entered into agreements with the Goldplata Group to acquire
        an
        interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru,
        which
        are prospective for gold and silver. De Beira was granted an option to acquire
        up to 70% interest in each of these two projects on identical terms. The
        agreements allow De Beira to acquire an initial interest of 65% by sole funding
        $4 million in exploration expenditures within a 3 year period (the “ **Option
        Period** ”).
        The
        Option Period commenced on August 4, 2006. After acquiring 65%, De Beira
        has 60
        days to elect to sole fund further expenditures in order to acquire another
        5%,
        giving it a total interest of 70%. The additional interest is to be acquired
        upon the earlier of completing a bankable feasibility study or spending a
        further $6 million, both within a period of no more than 3 years from the
        time
        of the election. De Beira may not withdraw from the agreement after the start
        of
        the Option Period until it either incurs $500,000 in exploration expenditures
        or
        pays $500,000 to the Goldplata Group. $45,000 was incurred in exploration
        expenditures during the year ended August 31, 2006, with a total of $205,000
        incurred in exploration expenditures up to the date of this
        report.





**Location
      and Access to Sucuytambo**





The
      Sucuytambo Project area is accessed via road and is located approximately 20km
      from the town of Caylloma in the district and province of Caylloma. Caylloma
      is
      approximately 220 kilometres from the large regional centre of Arequipa, in
      Southern Peru and approximately 150 kilometres from the border with
      Bolivia.





**Page
          - 7**











**History**





The
      Suyckutambo Project area has had a history of mining dating back to colonial
      times. Recent activity saw mining of the area by Cia De Minas del Peru (MHC)
      between 1945 and 1965 with a 150 Tpd plant through which 1M tonnes was treated
      for 9.03M ounces of silver and 125,400 ounces of gold. The grades vary during
      the mine life of this time and eventually water inflow stopped the
      mine.





**Geological
      Setting**





The
      regional geological setting for the Caylloma district is dominated by a NE
      trending southeast dipping vein system that lies within the lower-Miocene age
      Tacaza Group of interbedded Andesites and Andesitic pyroclastic units. The
      district occurs in a triangular area averaging several km in width between
      the
      N-S right lateral Cuchillades fault and NW trending left lateral Trinidad fault
      that set up a tensional environment for the formation of the vein
      sets.





The
      11.4
      million year old Chonta Caldera occurs to the northeast and the large and
      younger, 2.5 million year old Caylloma Caldera occurs to the east.





Locally
      at Suyckutambo the prominent Santa Ursula Vein is the host of the gold and
      silver.





**Condoroma**





The
      Condoroma Project area is accessed via road and is located approximately 205km
      from Arequipa and 15km from the town of Caylloma in the district and province
      of
      Caylloma (approximately 5kms from the Sucuytambo Project area).





**Geology**





Several
      veins are visible within the Condoroma property though the historical mining
      focus was on 4 main vein systems, The Bononanza Vein, Ramil Vein and Santa
      Rita-Mercedes. The principal elements are silver with associated minor gold,
      and
      lead and zinc. The veins strike approximately N35-45 degrees west with a 60
      to
      90 degree southerly dip. The NE striking Santa Rita Vein intersects the Mercedes
      vein in an area De Beira is confident will host significant mineralisation.
      The
      numerous stock work veinlets within the system were tested with limited sampling
      by previous workers and show the veinlets to also be mineralised.





Mineralisation
      is hosted in volcanic intrusives of the Tacaza Group. Mineralisation style
      is
      epithermal veins of quartz-calcite-siderite-rhodochrosite gangue and
      pyrite-galena-sphalerite sulphides with manganese oxides and minor gold and
      electrum.





The
      exploration activity at present on the Condoroma and Suyckutambo Project areas
      is focused on literature search, data review, mapping, and surveying. De Beira
      has applied for permission to commence drilling. Drill targets have been
      provisionally identified and, upon granting of permission, it is anticipated
      that a 3,000 metre drill program will commence at Condoroma. Thereafter, and,
      subject to results, a similar sized drill program will be undertaken at
      Suyckutambo.





**Competition**





De
      Beira
      competes with other mining and exploration companies possessing greater
      financial resources and technical facilities than De Beira in connection with
      the acquisition of mineral exploration claims and in connection with the
      recruitment and retention of qualified personnel. Many of De Beira’s competitors
      have a very diverse portfolio and have not confined their market to one mineral
      or property, but explore a wide array of minerals and mineral exploration
      properties. Some of these competitors have been in business for longer than
      De
      Beira and may have established more strategic partnerships and relationships
      than De Beira.





Management
      believes that it will have a competitive advantage over its competitors due
      to
      its network of contacts, which will enable it to identify and acquire
      prospective mineral properties more quickly and efficiently than many of its
      competitors.





**Government
      Controls and Regulations**





De
      Beira’s exploration and development activities are subject to various levels of
      federal and state laws and regulations relating to protection of the
      environment, including requirements for closure and reclamation of mineral
      exploration properties. These laws are continually changing and, as a general
      matter, are becoming more restrictive. De Beira’s policy is to conduct business
      in a way that safeguards public health and the environment. De Beira believes
      that its mineral exploration activities are conducted in compliance with
      applicable laws and regulations.




**Page
          - 8**





The
      various levels of government controls and regulations address, among other
      things, the environmental impact of mineral exploration and mineral processing
      operations and establish requirements for decommissioning of mineral exploration
      properties after operations have ceased. With respect to the regulation of
      mineral exploration and processing, legislation and regulations in various
      jurisdictions establish performance standards, air and water quality emission
      standards and other design or operational requirements for various components
      of
      operations, including health and safety standards. Legislation and regulations
      also establish requirements for decommissioning, reclamation and rehabilitation
      of mineral exploration properties following the cessation of operations, and
      may
      require that some former mineral exploration properties be managed for long
      periods of time.





Any
      existing or probable governmental controls or regulations will not materially
      affect De Beira’s current business, including any applicable environmental laws.





De
      Beira
      will be required to obtain work permits for any exploration work that results
      in
      a physical disturbance to the mineral claims. De Beira will be required to
      obtain a work permit if it proceeds with the subsequent phases of its proposed
      mineral exploration programs. As the exploration programs proceed to the
      trenching, drilling and bulk-sampling stages, De Beira will be required to
      post
      small bonds and file statements of work. De Beira will be required by to
      undertake remediation work on any work that results in physical disturbance
      to
      the mineral claims. The cost of remediation work will vary according to the
      degree of physical disturbance.





It
      is De
      Beira’s responsibility to provide a safe working environment, not to disrupt
      archaeological sites, and conduct its activities in such a manner as to cause
      unnecessary damage to the mineral exploration properties.





De
      Beira
      will secure all necessary permits for exploration and will file final plans
      of
      operation prior to the commencement of any mineral exploration operations.
      Management anticipates no discharge of water into active stream, creek, river,
      lake or any other body of water regulated by environmental law or regulation.
      No
      endangered species will be disturbed. Re-contouring and re-vegetation of
      disturbed surface areas will be completed pursuant to law. Any portals, adit
      or
      shafts will be sealed upon abandonment of the mineral exploration properties.
      It
      is difficult to estimate the cost of compliance with the environmental law
      since
      the full nature and extent of De Beira’s proposed activities cannot be
      determined until it commences operations and knows what that will involve from
      an environmental standpoint.





De
      Beira
      and Minanca are in compliance with the foregoing legislation and will continue
      to comply with the legislation in the future. Management believes that
      compliance with the foregoing legislation will not adversely affect De Beira’s
      business operations in the future or its competitive position.





**Effect
      of Existing or Probable Governmental Regulations on De Beira’s
      Business**





De
      Beira’s business is subject to various levels of government controls and
      regulations, which are supplemented and revised from time to time. Changes
      to
      current local, state or federal laws and regulations in the jurisdictions where
      De Beira operates could require additional capital expenditures and increased
      operating and/or reclamation costs. De Beira is unable to predict what
      additional legislation or revisions may be proposed that might affect its
      business or when any such proposals, if enacted, might become effective. Such
      changes, however, could require increased capital and operating expenditures
      and
      could prevent or delay certain operations by De Beira or the property operators.
      Although De Beira is unable to predict what additional legislation, if any,
      might be proposed or enacted, additional regulatory requirements could render
      certain exploration activities uneconomical.





**Dependence
      on One or a Few Major Customers**





De
      Beira
      does not have any major customers that it depends on. De Beira is still in
      the
      start up phase and has not as of yet negotiated a contract with a major client.
      Base or precious metals can be readily sold on numerous markets throughout
      the
      world and it is not difficult to ascertain their market price at any particular
      time. Since there are a large number of available base and precious metal
      purchasers, De Beira is not dependent upon the sale to any one customer. Also,
      management believes that, because of the availability of alternative refiners,
      no material adverse effect would result if De Beira lost the services of any
      of
      its current refiners.





**Page
          - 9**








**Patents/Trade
      Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour
      Contracts**





De
      Beira
      currently does not own any patents or trade marks. Also, De Beira is not party
      to any license or franchise agreements, concessions, royalty agreements or
      labor
      contracts arising from any patents or trademarks.





**Number
      of Total Employees and Number of Full Time Employees**





De
      Beira
      has only one paid employee at this time. De Beira intends to retain the services
      of independent geologists, prospectors and consultants on a contract basis
      to
      conduct the exploration programs on its claims.





**RISK
      FACTORS**





You
      should consider each of the following risk factors and the other information
      in
      this annual report, including De Beira’s financial statements and the related
      notes, in evaluating De Beira’s business and prospects. The risks and
      uncertainties described below are not the only ones that impact on De Beira’s
      business. Additional risks and uncertainties not presently known to De Beira
      or
      that De Beira currently considers immaterial may also impair its business
      operations. If any of the following risks actually occur, De Beira’s business
      and financial results could be harmed. In that case, the trading price of De
      Beira’s common stock could decline.





**Risks
      associated with De Beira’s business and properties:**





**1.**  **De
      Beira** **lacks an operating history and has losses that it expects will continue into
      the
      future. If the losses continue De Beira will have to suspend operations or
      cease
      operations.**





De
      Beira
      has no operating history upon which an evaluation of its future success or
      failure can be made. De Beira has incurred significant operating losses since
      inception and has limited financial resources to support it until such time
      that
      it is able to generate positive cash flow from operations. De Beira’s net loss
      since inception is $864,829. For the year ended August 31, 2006, net operating
      expenses were $848,560. See “Management Discussion and Analysis” on page 19 for
      more details.





De
      Beira’s ability to achieve and maintain profitability and positive cash flow is
      dependent upon its ability to (1) locate a profitable mineral property, (2)
      generate revenues from its planned business operations, and (3) reduce
      exploration costs. Based upon current plans, De Beira expects to incur operating
      losses in future periods. This will happen because there are expenses associated
      with the research and exploration of De Beira’s mineral properties. De Beira
      cannot guarantee that it will be successful in generating revenues in the
      future. Failure to generate revenues may cause De Beira to suspend or cease
      operations.





**2.**  **De
      Beira may not be able to continue as a going concern.**





De
                Beira’s independent auditors’ report on its consolidated financial
                statements as of August 31, 2006 includes an explanatory paragraph
                expressing substantial doubt about De Beira’s ability to continue as a
                going concern. As a result of this going concern modification in
                De
                Beira’s auditor’s report on its financial statements, De Beira may have a
                difficult time obtaining significant additional financing. If De
                Beira is
                unable to secure significant additional financing, De Beira may be
                obligated to seek protection under the bankruptcy laws and its
                shareholders may lose their investment. For additional explanation
                regarding management’s plans see Footnote #1 to the audited financial
                statements attached to this report.





**3.**  **De
      Beira has no known ore reserves and cannot guarantee that it will find any
      ore
      reserves, or if De Beira finds any ore reserves, that production would be
      profitable. If no ore reserves are found, De Beira may have to cease
      operations.**





All
      of
      the mineral claims De Beira has an interest in are in the exploration stage
      and
      none of the mineral claims have any known ore reserves or generate any cash
      flow. De Beira has not identified any mineable mineral reserves on any of the
      mineral claims and De Beira cannot guarantee it will ever find any ore reserves.
      Accordingly, De Beira has no means of producing any income at this time. Even
      if
      De Beira finds that there is base or precious minerals on the mineral claims,
      De
      Beira cannot guarantee that it will be able to recover any base or precious
      minerals for an ore reserve or generate any cash flow from that ore reserve.
      Even if De Beira recovers any base or precious minerals, it cannot guarantee
      that it will make a profit. If De Beira cannot find any base or precious
      minerals, or it is not economical to recover the base or precious minerals,
      De
      Beira will have to cease operations.




**Page
          - 10**





**4.**  **De
      Beira does not have sufficient funds to acquire and consummate its interest
      in
      the mineral properties or to complete each of the proposed mineral exploration
      programs and as a result may have to suspend operations.**





De
                Beira’s mineral exploration programs are limited and restricted by the
                amount of working capital that De Beira has and is able to raise
                from
                financings. De Beira does not have sufficient funds to complete the
                proposed mineral exploration programs on the mineral properties.
                As a
                result, De Beira may have to suspend or cease its operations on the
                mineral claims.





De
                Beira’s current operating funds are less than necessary to complete the
                acquisition and consummation of its interest in the mineral properties
                or
                the proposed mineral exploration programs of the respective mineral
                properties, and therefore De Beira will need to obtain additional
                financing in order to complete the proposed mineral exploration programs.
                As of August 31, 2006, De Beira had $1,325,552 in cash. De Beira
                currently
                does not have any operations and has no income. De Beira’s mineral
                exploration program calls for significant expenses in connection
                with the
                exploration of the respective mineral claims. During the 12 months
                ending
                August 2007, it is estimated that De Beira will need to raise additional
                capital of approximately $10 million to proceed with and complete
                its
                proposed mineral exploration programs (subsequent to August 31, 2006
                and
                up to the date of this report, De Beira has received approximately
                $5.5
                million in additional capital, leaving a further approximately $4.5
                million to be raised for the remainder of the new year). De Beira
                will
                also require additional financing if the costs of the proposed exploration
                programs are greater than anticipated. De Beira will require additional
                financing to sustain its business operations if De Beira is not successful
                in earning revenues once exploration is complete. Obtaining additional
                financing would be subject to a number of factors, including the
                market
                prices for base and precious minerals, investor acceptance of De
                Beira’s
                mineral claims, and investor sentiment. These factors may make the
                timing,
                amount, terms or conditions of additional financing unavailable to
                De
                Beira. The most likely source of future funds presently available to De
                Beira is through the sale of equity capital. Any sale of share capital
                will result in dilution to existing shareholders. The only other
                anticipated alternatives for the financing of further exploration
                would be
                (1) the offering by De Beira of an interest in the mineral claims
                to be
                earned by another party or parties carrying out further exploration
                thereof, which is not presently contemplated, or (2) private
                loans.





**5.**  **Access
      to De Beira’s properties may be restricted by inclement weather during the year,
      which may delay De Beira’s proposed mineral exploration programs, which could
      prevent De Beira from generating revenues.**





Access
      to
      the project areas in Colombia and Peru may be restricted through some of the
      year due to inclement weather in the respective areas.





De
      Beira’s proposed exploration programs at the Minanca property in Ecuador are
      generally able to be carried out most of the year.





As
      a
      result, any attempt to test or explore the De Beira’s properties is largely
      limited to the times when the weather will permit such activities. These
      limitations can result in significant delays in exploration efforts, as well
      as
      mining and production in the event that commercial amounts of minerals are
      found. During the period of time when access to De Beira’s properties is
      restricted, De Beira will be unable to continue with its mineral exploration
      programs on the respective claims and, as a consequence, unable to generate
      revenues. Such delays can have a significant negative effect on De Beira’s
      results of operations.





**6.**  **De
      Beira may not have access to all of the supplies and materials its need for
      exploration, which could cause De Beira to delay or suspend
      operations.**





Competition
                and unforeseen limited sources of supplies and contractors in the
                industry
                could result in occasional spot shortages of supplies, such as explosives,
                and certain equipment such as drill rigs, bulldozers and excavators
                that
                De Beira might need to conduct exploration. De Beira has not attempted
                to
                locate or negotiate with any suppliers of products, equipment or
                materials. De Beira will attempt to locate products, equipment and
                materials after sufficient funds have been raised. If De Beira cannot
                find
                the products and equipment it needs for its proposed mineral exploration
                program, De Beira will have to suspend the mineral exploration program
                until De Beira can find the products and equipment it
                needs.





**Page
          - 11**











**7.**  **Land
      tenure disputes may negatively impact De Beira’s
      operations.**





De
      Beira
      operates in countries where ownership of land is uncertain, and where disputes
      may arise in relation to ownership. These disputes cannot always be predicted,
      and hence there is a risk that this may cause disruption to some of De Beira’s
      exploration projects and prevent the development of new projects.





Mineral
      rights and interests of De Beira in the properties it has an interest in are
      subject to government approvals, licences and permits. Such approvals, licenses
      and permits are, as a practical matter, subject to the discretion of the
      applicable governments or governmental officials. No assurance can be given
      that
      De Beira will be successful in maintaining any or all of the various approvals,
      licences and permits in full force and effect without modification or
      revocation.





De
      Beira
      is unaware of any outstanding native land claims on the areas in which it has
      an
      interest; however it is possible that a native land claim could be made in
      the
      future. The government policy at this time is to consult with all potentially
      affected native bands and other stakeholders in the area of any potential
      mining. Should De Beira encounter a situation where a native person or group
      claims and interest in its mineral claims, De Beira may be unable to provide
      compensation to the affected party in order to continue with its mineral
      exploration work, or if such an option is not available, De Beira may have
      to
      relinquish its interest in these claims. In either case, the costs and/or losses
      could be greater than De Beira’s financial capacity, and De Beira’s business
      would fail.





**8.**  **De
      Beira’s profits, if any, may be negatively impacted by currency exchange
      fluctuations.**





De
      Beira assets,
      earnings and cash flows are influenced by a wide variety of currencies due
      to
      the geographic diversity of the countries in which De Beira operates.
      Fluctuations in the exchange rate of those currencies may have a significant
      impact on De Beira’s financial results. The U.S. dollar is the currency in which
      the majority of De Beira’s costs are denominated. Operating costs are influenced
      by the currencies of those countries where De Beira’s properties are located and
      also by those currencies in which the costs of imported equipment and services
      are determined. The U.S. dollar and the Australian dollar are the most important
      currencies influencing De Beira’s operating costs. Given the dominant role of
      the U.S. currency in De Beira’s affairs, the U.S. dollar is the currency in
      which De Beira measures its financial performance. It is also the currency
      for
      borrowing and for holding surplus cash. Management does not generally believe
      that active currency hedging provides long-term benefits to De Beira’s
      shareholders. Management may consider currency protection measures appropriate
      in specific commercial circumstances, subject to strict limits established
      by De
      Beira’s board of directors. Therefore, in any particular year, currency
      fluctuations may have a significant impact on our financial
      results.





**9.**  **If
      De Beira fails to maintain an effective system of internal controls, De Beira
      may not be able to accurately report its financial results or to prevent
      fraud.**





The
      United States Securities and Exchange Commission, or the SEC, as required by
      Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every
      public company to include a management report on such company's internal
      controls over financial reporting in its annual report, which contains
      management’s assessment of the effectiveness of De Beira’s internal controls
      over financial reporting. In addition, an independent registered public
      accounting firm must attest to and report on management’s assessment of the
      effectiveness of De Beira’s internal controls over financial reporting. De Beira
      has had these internal controls in effect since inception. Management may
      conclude that De Beira’s internal controls over its financial reporting are not
      effective. Moreover, even if management concludes that De Beira’s internal
      controls over financial reporting are effective, De Beira’s independent
      registered public accounting firm may still be unable to attest to management’s
      assessment or may issue a report that concludes that De Beira’s internal
      controls over financial reporting are not effective. Furthermore, during the
      course of the evaluation, documentation and attestation, De Beira may identify
      deficiencies that management may not be able to remedy in time to meet the
      deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements
      of Section 404. If De Beira fails to achieve and maintain the adequacy of its
      internal controls, De Beira may not be able to conclude that it has effective
      internal controls, on an ongoing basis, over financial reporting in accordance
      with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary
      for De Beira to produce reliable financial reports and are important to help
      prevent fraud. As a result, De Beira’s failure to achieve and maintain effective
      internal controls over financial reporting could result in the loss of investor
      confidence in the reliability of its financial statements, which in turn could
      harm its business and negatively impact the trading price of its common shares.
      Furthermore, De Beira has incurred, and anticipates that it will continue to
      incur considerable costs and use significant management time and other resources
      in an effort to comply with Section 404 and other requirements of the
      Sarbanes-Oxley Act.





**Page
          - 12**





**Risks
      associated with De Beira’s industry:**





**10.**  **Because
      of the speculative nature of exploration of mineral properties, there is a
      substantial risk that De Beira’s business will fail.**





The
      search for valuable minerals as a business is extremely risky. De Beira cannot
      provide investors with any assurance that any of the mineral properties contain
      commercially exploitable reserves of base or precious minerals. Exploration
      for
      minerals is a speculative venture necessarily involving substantial risk. The
      expenditures to be made by De Beira in the exploration of the mineral properties
      may not result in the discovery of commercial quantities of minerals. Problems
      such as unusual or unexpected formations and other conditions are involved
      in
      mineral exploration and often result in unsuccessful exploration efforts. In
      such a case, De Beira would be unable to complete its business
      plan.








**11.**  **The
      base and precious mineral markets are volatile markets that have a direct impact
      on De Beira’s revenues and profits and the market conditions will effect whether
      De Beira will be able to continue its operations.**





In
      order
      to maintain operations, De Beira will in the future have to sell any minerals
      it
      finds on its project areas for more than it costs to mine those minerals. The
      lower the price the more difficult it is to do this. If De Beira cannot make
      a
      profit it will have to cease operations until the price of the base or precious
      mineral increases or cease operations all together. Because the cost to mine
      the
      base or precious mineral is fixed, the lower the market price, the greater
      the
      chance that De Beira’s operation will not be profitable and that De Beira will
      have to cease operations.





In
      recent
      decades, there have been periods of both worldwide overproduction and
      underproduction of certain mineral resources. Such conditions have resulted
      in
      periods of excess supply of, and reduced demand for these minerals on a
      worldwide basis and on a domestic basis. These periods have been followed by
      periods of short supply of, and increased demand for these mineral products.
      The
      excess or short supply of mineral products has placed pressures on prices and
      has resulted in dramatic price fluctuations even during relatively short periods
      of seasonal market demand.





The
      mining exploration and development industry may be sensitive to any general
      downturn in the overall economy or currencies of the countries to which the
      product is produced or marketed. Substantial adverse or ongoing economic,
      currency, government or political conditions in various world markets may have
      a
      negative impact on De Beira’s ability to operate profitably.





**12.**  **De
      Beira** **faces significant competition in the mineral exploration
      industry.**





De
      Beira
      competes with other mining and exploration companies possessing greater
      financial resources and technical facilities than De Beira in connection with
      the acquisition of mineral exploration claims and other precious metals
      prospects and in connection with the recruitment and retention of qualified
      personnel. There is significant competition for the limited number of mineral
      acquisition opportunities and, as a result, De Beira may be unable to acquire
      an
      interest in attractive mineral exploration properties on terms it considers
      acceptable on a continuing basis.





**13.**  **Government
      regulation or any change in such regulation may adversely affect** **De
      Beira’s business.**





De
      Beira’s business could be adversely affected by new government regulation such
      as controls on imports, exports and prices, new forms or rates of taxation
      and
      royalties. De Beira’s business could also be adversely affected by regulatory
      inquiries or investigations into De Beira’s business operations.





There
      are
      several governmental regulations that materially restrict the use of minerals.
      Under the applicable legislation and regulations, to engage in certain types
      of
      exploration will require work permits, the posting of bonds, and the performance
      of remediation work for any physical disturbance to the mineral claims. Also,
      to
      operate a working mine, the regulatory bodies that govern may require an
      environmental review process.





In
      addition, the legal and regulatory environment that pertains to the exploration
      of minerals is uncertain and may change. Uncertainty and new regulations could
      increase De Beira’s costs of doing business and prevent De Beira from exploring
      for mineral deposits. This could also delay the growth in any potential demand
      for such mineral deposits and limit De Beira’s ability to generate revenues. In
      addition to new laws and regulations being adopted, existing laws may be applied
      to mining or mineral exploration that has not yet been applied. These new laws
      may increase De Beira’s cost of doing business with the result that its
      financial condition and operating results may be harmed.




**Page
          - 13**
 
  **14.********De
        Beira
        may not be able to attract and retain qualified personnel necessary for the
        implementation of its business strategy and mineral exploration
        programs.**





De
      Beira’s future success depends largely upon the continued service of its board
      members, executive officers and other key personnel. De Beira’s success also
      depends on its ability to continue to attract, retain and motivate qualified
      personnel. Key personnel represent a significant asset, and the competition
      for
      these personnel is intense in the mineral exploration industry.





De
      Beira
      may have particular difficulty attracting and retaining key personnel in initial
      phases of its mineral exploration programs. De Beira does not maintain key
      person life insurance on any of its personnel. The loss of one or more of its
      key employees or its inability to attract, retain and motivate qualified
      personnel could negatively impact De Beira’s ability to complete its mineral
      exploration programs.





**15.**  **Compliance
      with health, safety and environment regulations may impose burdensome costs
      and
      if compliance is not achieved De Beira’s business and reputation may be
      detrimentally impacted.**





The
      nature of the industries in which De Beira operates means that its activities
      are highly monitored by health, safety and environmental groups. As regulatory
      standards and expectations are constantly developing, De Beira may be exposed
      to
      increased litigation, compliance costs and unforeseen environmental remediation
      expenses.





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





De
      Beira
      may continue to be exposed to increased operational costs due to the costs
      and
      lost worker’s time associated with the health and well-being of De Beira’s
      workforce on its project areas.




Despite
      De Beira’s best efforts and best intentions, there remains a risk that health,
      safety and/or environmental incidents or accidents may occur which may
      negatively impact De Beira’s reputation and freedom or licence to
      operate.





**Risks
      associated with De Beira:**





**16.**  **De
      Beira’s foreign business operations are subject to and may be adversely affected
      by various political and economic factors in those foreign
      jurisdictions** **.**





De
      Beira
      operates in countries that are subject to various political, economic and other
      uncertainties, including among other things, the risks of war and civil unrest,
      expropriation, nationalization, renegotiation or nullification of existing
      concessions, licenses, permits, approvals and contracts, taxation policies,
      foreign exchange and repatriation restrictions, changing political conditions,
      international monetary fluctuations, currency controls and foreign governmental
      regulations that favour or require the awarding of contracts to local
      contractors or require foreign contractors to employ citizens of, or purchase
      supplies from, a particular jurisdiction. In addition, if there is a dispute
      arising from foreign operations, De Beira may be subject to the exclusive
      jurisdiction of foreign courts or may not be successful in subjecting foreign
      persons to the jurisdiction of courts in the United States or Australia. De
      Beira also may be hindered or prevented from enforcing its rights with respect
      to a governmental instrumentality because of the doctrine of sovereign immunity.
      It is not possible for De Beira to accurately predict such developments or
      changes in laws or policy or to what extent any such development s or changes
      may have a material adverse effect on De Beira’s business
      operations.





**17.**  **De
      Beira** **does not expect to pay dividends in the foreseeable
      future.**





De
                Beira has never paid cash dividends on its shares of common stock
                and has
                no plans to do so in the foreseeable future. De Beira intends to
                retain
                earnings, if any, to develop and expand its
                business.





**Page
          - 14**








**18.**  **“** **Penny
      Stock” rules may make buying or selling De Beira’s shares of common stock
      difficult, and severely limit their market and liquidity.**





Trading
      in De Beira’s shares of common stock is subject to certain regulations adopted
      by the SEC commonly known as the “penny stock” rules. De Beira’s shares of
      common stock qualify as penny stocks and are covered by Section 15(g) of the
      Securities Exchange Act of 1934, which imposes additional sales practice
      requirements on broker/dealers who sell the shares of common stock in the
      aftermarket. The “penny stock” rules govern how broker-dealers can deal with
      their clients and “penny stocks”. For sales of De Beira’s shares of common
      stock, the broker/dealer must make a special suitability determination and
      receive from you a written agreement prior to making a sale to you. The
      additional burdens imposed upon broker-dealers by the “penny stock” rules may
      discourage broker-dealers from effecting transactions in De Beira’s shares of
      common stock, which could severely limit their market price and liquidity of
      its
      shares of common stock. This could prevent you from reselling your shares and
      may cause the price of the shares to decline. See “Penny Stock rules” on page 19
      for more details.





**Item
      2.**  **Description
      of Property.**





De
      Beira’s principal property interest comprise its portfolio of mineral assets. De
      Beira has, or will have, a beneficial interest in the Colombia Property, the
      Ecuador Property, and the Peru Property, all of which are described in more
      detail in Item 1 - Description of Business above.




Since
      June 2006, De Beira has had its office at 30 Ledgar Road, Balcatta, Western
      Australia, 6021. The telephone number at this office is 011-61-89-240-2836.
      De
      Beira uses this office space under an arrangement whereby an entity related
      to
      the president and director of the Company and chairman of De Beira provides
      office administration, accounting and corporate secretarial services to De
      Beira
      for a fee based on time and hourly charge rates.





**Item
      3.**  **Legal
      Proceedings.**





De
      Beira
      is not a party to any pending legal proceedings and, to the best of management’s
      knowledge, none of De Beira’s property or assets are the subject of any pending
      legal proceedings.





**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.**





**(a)**  **Market
      Information**





De
      Beira’s shares of common stock have been quoted on the NASD OTC Bulletin Board
      since March 8, 2006 under the symbol “DBGF”.





The
      table
      below gives the high and low bid information for each fiscal quarter De Beira’s
      common stock has been quoted. The bid information was obtained from Pink Sheets,
      LLC and reflects inter-dealer prices, without retail mark-up, mark-down or
      commission, and may not represent actual transactions, and have not been
      adjusted for stock dividends or splits.




High
                & Low BidsPeriod
                ended
            High
            Low
            Source8
                December 2006
            $1.90
            $1.75
            Pink
                Sheets, LLC30
                November 2006
            $2.94
            $0.91
            Pink
                Sheets, LLC31
                August 2006
              (after
                a 3 for 2 split on 16 June 2006)
            $10.12
            $1.15
            Pink
                Sheets, LLC15
                June 2006
            $21.99
            $5.91
            Pink
                Sheets, LLC31
                May 2006
            $5.65
            $1.25
            Pink
                Sheets, LLC





**Page
          - 15**


**(b)**  **Holders
      of Record**





There
      are
      approximately 39 holders of record of De Beira’s shares of common
      stock.





**(c)**  **Dividends**





De
      Beira
      has declared no cash dividends on its shares of common stock and is not subject
      to any restrictions that limit its ability to pay cash dividends on its shares
      of common stock. Cash dividends are declared at the sole discretion of De
      Beira’s Board of Directors.





On
      March
      10, 2006, the Board of Directors declared a stock split effected in the form
      of
      a stock dividend on the basis of seven additional shares of common stock being
      issued for every one share of common stock outstanding. The stock dividend
      was
      paid out on March 23, 2006.





On
      June
      5, 2006, the Board of Directors declared a stock split effected in the form
      of a
      stock dividend on the basis of one additional share of common stock being issued
      for every two shares of common stock outstanding, which was the same effect
      as a
      3:2 forward split. The stock dividend was paid out on June 15, 2006 and was
      effective June 16, 2006.





**(d)**  **Recent
      Sales of Unregistered Securities**





There
      have been no sales of unregistered securities within the last three years that
      would be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for the following:





August
      2005 - Prior Private Placements





As
      of
      August 31, 2005 De Beira had sold 5,875,000 (70,500,000 post split) shares
      of
      unregistered securities. All of these 5,875,000 (70,500,000 post split) shares
      were acquired from De Beira in private placements that were exempt from
      registration under Regulation S of the Securities Act of 1933 and were sold
      to
      Canadian residents.




The
      shares include the following:




1.
            On
                May 28, 2004, De Beira issued 500,000 (6,000,000 post split) shares
                of
                common stock at a price of $0.001 per share for reimbursement of
                legal
                expenses of $500 incurred by De Beira’s President on De Beira’s behalf;
                and




2.
            On
                March 22, 2005, De Beira issued 3,000,000 (36,000,000 post split)
                shares
                of common stock at a price of $0.001 per share for cash proceeds
                of $3,000
                to De Beira’s President; and




3.
            On
                April 15, 2005, De Beira issued 1,875,000 (22,500,000 post-split)
                shares
                of common stock to 15 non-affiliate Canadian residents at a price
                of $0.01
                per share for cash proceeds of $18,750;
                and




4.
            On
                June 30, 2005, De Beira issued 500,000 (6,000,000 post-split) shares
                of
                common stock to 20 non-affiliate Canadian residents at a price of
                $0.05
                per share for cash proceeds of
                $25,000.




With
      respect to all of the above offerings, De Beira completed the offerings of
      the
      common stock pursuant to Rule 903 of Regulation S of the Act on the basis that
      the sale of the common stock was completed in an "offshore transaction", as
      defined in Rule 902(h) of Regulation S. De Beira did not engage in any directed
      selling efforts, as defined in Regulation S, in the United States in connection
      with the sale of the units. Each investor represented to De Beira that the
      investor was not a U.S. person, as defined in Regulation S, and was not
      acquiring the shares for the account or benefit of a U.S. person. The
      subscription agreement executed between De Beira and the investor included
      statements that the securities had not been registered pursuant to the Act
      and
      that the securities may not be offered or sold in the United States unless
      the
      securities are registered under the Act or pursuant to an exemption from the
      Act. The investor agreed by execution of the subscription agreement for the
      common stock: (i) to resell the securities purchased only in accordance with
      the
      provisions of Regulation S, pursuant to registration under the Act or pursuant
      to an exemption from registration under the Act; (ii) that De Beira is required
      to refuse to register any sale of the securities purchased unless the transfer
      is in accordance with the provisions of Regulation S, pursuant to registration
      under the Act or pursuant to an exemption from registration under the Act;
      and
      (iii) not to engage in hedging transactions with regards to the securities
      purchased unless in compliance with the Act. All securities issued were endorsed
      with a restrictive legend confirming that the securities had been issued
      pursuant to Regulation S of the Act and could not be resold without registration
      under the Act or an applicable exemption from the registration requirements
      of
      the Act.




**Page
          - 16**




Each
      investor was given adequate access to sufficient information about De Beira
      to
      make an informed investment decision. None of the securities were sold through
      an underwriter and accordingly, there were no underwriting discounts or
      commissions involved. No registration rights were granted to any of the
      investors.





March
      2006 - 7:1 Stock Dividend





On
      March
      10, 2006, De Beira's board of directors approved and arranged for a 7:1 forward
      split of its issued and outstanding shares of common stock.  The record
      date for the forward split was March 21, 2006 and the payment date for the
      forward split was March 23, 2006.  On the payment date, registered
      shareholders as of the record date were issued an additional seven shares of
      common stock of De Beira for every one share of common stock they owned. 
The effective date for the forward split was March 24, 2006 at which time De
      Beira’s trading price was adjusted by the NASD prior to the opening of the
      market to give effect to the 7:1 forward split. All share and per share
      information included in this Form 10-KSB and audited financial statements for
      all periods presented have been adjusted to retroactively reflect the stock
      splits.





June
      2006 - 3:2 Stock dividend





On
      June
      5, 2006, De Beira's board of directors approved and arranged for a 3:2 forward
      split of its issued and outstanding shares of common stock.  The record
      date for the forward split was June 13, 2006 and the payment date for the
      forward split was June 15, 2006.  On the payment date, registered
      shareholders as of the record date were issued one additional share of common
      stock of De Beira for every two shares of common stock they owned.  The
      effective date for the forward split was June 16, 2006 at which time De Beira’s
      trading price was adjusted by the NASD prior to the opening of the market to
      give effect to the 3:2 forward split. All share and per share information
      included in this Form 10-KSB and audited financial statements for all periods
      presented have been adjusted to retroactively reflect the stock
      splits.




June
      2006 - $4.20 Private Placement Offering





On
      June
      8, 2006, De Beira closed the private placement with its Chairman, Klaus Eckhof,
      for total proceeds of US$2,000,000. De Beira’s board of directors authorized the
      issuance of 476,190 (714,285 post split) restricted common shares at an offering
      price of $4.20 per restricted share. The value of the restricted shares was
      arbitrarily set by De Beira and had no relationship to its assets, book value,
      revenues or other established criteria of value. All the restricted common
      shares issued in this offering were issued for investment purposes in a “private
      transaction”. De Beira relied upon Section 4(2) of the Securities Act of 1933
      and Rule 903 of Regulation S promulgated pursuant to the Securities Act of
      1933
      by the Securities and Exchange Commission. Management is satisfied that the
      requirements of the exemption from the registration and prospectus delivery
      requirements of the Securities Act of 1933 have been fully complied with. The
      offering was not a public offering and was not accompanied by any general
      advertisement or any general solicitation. De Beira received from the subscriber
      a completed and signed subscription agreement containing certain representations
      and warranties, including, among others, that (a) the subscriber was not a
      U.S.
      person, (b) the subscriber subscribed for the shares for their own investment
      account and not on behalf of a U.S. person, and (c) there was no prearrangement
      for the sale of the shares with any buyer. No offer was made or accepted in
      the
      United States and the share certificates representing the shares have been
      legended with the applicable trading restrictions.




August
      2006 - $2.00 Private Placement Offering





On
      August
      30, 2006, the board of directors authorized the issuance of 1,250,000 restricted
      units at a subscription price of $2.00 per restricted unit. Each unit consisted
      of one restricted share of common stock and one restricted share purchase
      warrant. Each share purchase warrant entitled the holder to purchase one
      additional restricted share of common stock in the capital of De Beira at a
      price of $2.50 per restricted warrant. De Beira raised $2,500,000 in cash in
      this closing, and
      issued an aggregate 1,250,000 restricted shares of common stock and 1,250,000
      share purchase warrants to one non-US subscriber outside the United
      States.





De
      Beira
      set the value of the restricted shares arbitrarily without reference to its
      assets, book value, revenues or other established criteria of value. All the
      restricted shares issued in this offering were issued for investment purposes
      in
      a “private transaction”.





For
      the
      one non-US subscriber outside the United States in this closing, De Beira relied
      upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation
      S
      promulgated pursuant to that Act by the Securities and Exchange Commission.
      Management is satisfied that De Beira complied with the requirements of the
      exemption from the registration and prospectus delivery of the Securities Act
      of
      1933. The offering was not a public offering and was not accompanied by any
      general advertisement or any general solicitation. De Beira received from the
      subscriber a completed and signed subscription agreement containing certain
      representations and warranties, including, among others, that (a) the subscriber
      was not a U.S. person, (b) the subscriber subscribed for the shares for their
      own investment account and not on behalf of a U.S. person, and (c) there was
      no
      prearrangement for the sale of the shares with any buyer. No offer was made
      or
      accepted in the United States and the share certificates representing the shares
      were issued bearing a legend with the applicable trading
      restrictions.




**Page
          - 17**





November
      2006 - $0.80 Private Placement Offering





On
      November 13, 2006, the board of directors authorized the issuance of 1,875,000
      restricted shares of common stock at a subscription price of $0.80 per
      restricted share. De Beira raised $1,500,000 in cash in this closing, and
      issued an aggregate 1,875,000 restricted shares of common stock to two non-US
      subscribers outside the United States.





Also,
      under this same offering, on November 30, 2006, the board of directors
      authorized the issuance of an additional 1,220,000 restricted shares of common
      stock at a subscription price of $0.80 per restricted share. De Beira raised
      $976,000 in cash in this closing, and
      issued an aggregate 1,220,000 restricted shares of common stock to 14 non-US
      subscribers outside the United States.





De
      Beira
      set the value of the restricted shares arbitrarily without reference to its
      assets, book value, revenues or other established criteria of value. All the
      restricted shares issued in this offering were issued for investment purposes
      in
      a “private transaction”.





For
      the
      16 non-US subscribers outside the United States in these two closings, De Beira
      relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of
      Regulation S promulgated pursuant to that Act by the Securities and Exchange
      Commission. Management is satisfied that De Beira complied with the requirements
      of the exemption from the registration and prospectus delivery of the Securities
      Act of 1933. The offering was not a public offering and was not accompanied
      by
      any general advertisement or any general solicitation. De Beira received from
      each subscriber a completed and signed subscription agreement containing certain
      representations and warranties, including, among others, that (a) the subscriber
      was not a U.S. person, (b) the subscriber subscribed for the shares for their
      own investment account and not on behalf of a U.S. person, and (c) there was
      no
      prearrangement for the sale of the shares with any buyer. No offer was made
      or
      accepted in the United States and the share certificates representing the shares
      were issued bearing a legend with the applicable trading
      restrictions.





Except
      as
      disclosed above, there are no other outstanding options or warrants to purchase,
      or securities convertible into, shares of De Beira’s common stock at this
      time.





**(e)**  **Penny
      Stock Rules**





Trading
      in De Beira’s common stock is subject to the “penny stock” rules. The SEC has
      adopted regulations that generally define a penny stock to be any equity
      security that has a market price of less than $5.00 per share, subject to
      certain exceptions. These rules require that any broker-dealer who recommends
      De
      Beira’s common stock to persons other than prior customers and accredited
      investors, must, prior to the sale, make a special written suitability
      determination for the purchaser and receive the purchaser’s written agreement to
      execute the transaction. Unless an exception is available, the regulations
      require the delivery, prior to any transaction involving a penny stock, of
      a
      disclosure schedule explaining the penny stock market and the risks associated
      with trading in the penny stock market. In addition, broker-dealers must
      disclose commissions payable to both the broker-dealer and the registered
      representative and current quotations for the securities they offer. The
      additional burdens imposed upon broker-dealers by such requirements may
      discourage broker-dealers from effecting transactions in De Beira’s common
      stock, which could severely limit their market price and liquidity of De Beira’s
      common stock.





The
      “penny stock” rules also imposes additional sales practice requirements on
      broker/dealers who sell penny stock. These rules require a one page summary
      of
      certain essential items. The items include the risk of investing in penny stocks
      in both public offerings and secondary marketing; terms important to in
      understanding of the function of the penny stock market, such as “bid” and
“offer” quotes, a dealers “spread” and broker/dealer compensation; the
      broker/dealer compensation, the broker/dealers duties to its customers,
      including the disclosures required by any other penny stock disclosure rules;
      the customers rights and remedies in causes of fraud in penny stock
      transactions; and, the NASD’s toll free telephone number and the central number
      of the North American Administrators Association, for information on the
      disciplinary history of broker/dealers and their associated
      persons.





**Item
      6.**  **Management’s
      Discussion and Analysis.**





The
      following discussion and analysis should be read in conjunction with the
      Financial Statements and Notes to the Financial Statements filed with this
      Report.




**Page
          - 18**





**Business
      Overview**





De
      Beira
      was incorporated in the State of Nevada on May 28, 2004. De Beira’s primary
      business is the acquisition and exploration of mineral resources and is an
      Exploration Stage Company, as defined by Statement of Financial Accounting
      Standard No. 7 *“Accounting
      and Reporting for Development Stage Enterprises”* .
      De
      Beira is focused on progressing exploration activities on mineral properties
      in
      South America.





The
      financial statements for the years ended August 31, 2006 and 2005 have been
      prepared assuming De Beira will continue as a going concern. De Beira has
      incurred net losses of approximately $849,000 and $16,000 for the years ended
      August 31, 2006 and 2005, respectively. The report of the independent registered
      public accounting firm on De Beira’s financial statements as of and for the year
      ended August 31, 2006 includes a ‘going concern’ explanatory paragraph which
      means that the accounting firm has expressed substantial doubt about De Beira’s
      ability to continue as a going concern. Management’s plans with respect to these
      matters are described in this section and in our financial statements, and
      this
      material does not include any adjustments that might result from the outcome
      of
      this uncertainty. There is no guarantee that we will be able to raise the funds
      or raise further capital for the operations planned in the future.





**Plan
      of Operation**





De
      Beira
      will continue to identify and assess undervalued mineral properties in South
      America for eventual acquisition. De Beira will also focus on progressing
      exploration activities on the project interests that it has secured thus far.





At
      the
      Titiribi Project in Colombia, De Beira is required to spend $1 million over
      the
      next 12 months in order to maintain its rights to earn an equity interest in
      the
      project and is required to spend an aggregate $8 million in exploration
      expenditures in a three year period to earn its interest in the Titiribi
      Project. Management anticipates that the majority of this expenditure will
      be
      incurred in carrying out drilling programs at the Titiribi Project. At each
      of
      the Condoroma and Suyckutambo projects in Peru, De Beira is required to spend
      $500,000 over the next 12 months in order to maintain its rights to earn an
      equity interest in the project and is required to spend an aggregate $4 million
      in exploration expenditures in a three year period to earn its interest in
      the
      Condoroma and Suyckutambo projects. Again, management anticipates that the
      majority of this expenditure will be incurred in carrying out drilling programs
      on these two projects. Upon completion of the Ecuador acquisition, De Beira
      has
      plans, subject to the raising of the necessary capital, to spend approximately
      $5.5 million on upgrading plant and equipment at the Ecuador mine site and
      also
      on carrying out regional exploration with a view to assessing the project’s
      potential for open cut mining.





De
      Beira
      is not currently conducting any research and development activities other than
      the exploration of the Titiribi Project in Colombia and the Condoroma and
      Suyckutambo projects in Peru. Through provisions of loan funds, De Beira is
      also
      enabling Minanca to conduct exploration activities at the Minanca property
      in
      Ecuador. Management does not anticipate conducting development activities in
      the
      near future.





**Results
      of Operations**





De
      Beira
      has generated no operating revenues since its inception on May 28, 2004 through
      the year ended August 31, 2006. For the year ended August 31, 2006, De Beira
      had
      interest income of $9,100 compared to nil for the year ended August 31, 2005.





Total
      expenses for the year ended August 31, 2006 were $858,000 compared to $16,000
      for the year ended August 31, 2005. Expenses were higher in fiscal year 2006
      primarily due to increased professional fees ($529,000 versus $5,000) and
      mineral property costs of $194,000. Professional fees incurred in the 2006
      fiscal year were for corporate promotions and public relations, legal fees
      and
      accounting and audit fees. Mineral property costs were primarily for exploration
      expenditures at the Condormoa and Titribi projects of $45,000 and $132,000,
      respectively.




**Liquidity
      and Capital Resources**





As
      of
      August 31, 2006, De Beira had cash and cash equivalents of $1,326,000 and a
      working capital surplus of 1,298,000. During the year ended August 31, 2006,
      De
      Beira used $820,000 in operating activities. As previously noted, De Beira
      is
      not generating revenues and accordingly has not generated cash flows from
      operations. De Beira is uncertain as to when it will produce cash flows from
      operations to meet operating and capital requirements and will require
      significant funding from external sources.




**Page
          - 19**





For
      the
      year ended August 31, 2006, De Beira used $400,000 for a deposit to acquire
      80%
      of the outstanding shares of Minanca Minera Nanguipa, Compania Anonima
      (“ **Minanca** ”),
      which
      owns mineral exploration property in Ecuador. De Beira has also invested
      $2,000,000 in loan advances to Minanca as per the terms of the purchase
      agreement for the year ended August 31, 2006.





De
      Beira
      received $4,500,000 of cash through private placements of De Beira’s common
      stock on June 9, 2006 and August 30, 2006, raising $2,000,000 and $2,500,000
      respectively. The private placement on August 30, 2006, included 1,250,000
      of
      purchase warrants which entitle the holder to purchase one additional common
      share at an exercise price of $2.50 per share for a period of two years expiring
      August 31, 2008.





**Critical
      Accounting Policies**





De
      Beira
      has identified the following policies below as critical to its business and
      results of operations. De Beira’s reported results are impacted by the
      application of the following accounting policies, certain of which require
      management to make subjective or complex judgments. These judgments involve
      making estimates about the effect of matters that are inherently uncertain
      and
      may significantly impact quarterly or annual results of operations. For all
      of
      these policies, management cautions that future events rarely develop exactly
      as
      expected, and the best estimates routinely require adjustment. Specific risks
      associated with these critical accounting policies are described in the
      paragraphs below.





*Mineral
      property and exploration costs*





De
      Beira
      has been in the exploration stage since its formation on May 28, 2004 and has
      not yet realized any revenues from its planned operations. It is primarily
      engaged in the acquisition and exploration of mining properties. Mineral
      property and exploration costs are expensed as incurred. When it has been
      determined that a mineral property can be economically developed as a result
      of
      establishing proven and probable reserves, the costs incurred to develop such
      property are capitalized. Such costs will be amortized using the
      units-of-production method over the estimated life of the probable reserve.
      If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs
      will be charged to operations.





*Deferred
      acquisition costs*





De
      Beira
      capitalizes deposits paid during the acquisition of equity interests as deferred
      acquisition costs. Deferred acquisition costs are recorded at cost and are
      included in the purchase price of the equity interest once the acquisition
      has
      been consummated.





**Outlook**





As
      of
      August 31, 2006, De Beira had cash and cash equivalents of $1,326,000. In
      addition, subsequent to year-end and through the date of this report, De Beira
      received $2,476,000 in proceeds from the sale of its common shares. Based on
      its
      operating plan, management believes that existing cash on hand will be
      sufficient to fund De Beira’s overhead through the end of 2007 fiscal year.
      However, De Beira will need to raise additional capital to execute its business
      plan, which includes consummating the acquisition of Minanca and fulfilling
      the
      exploration requirements of the properties De Beira currently has options to
      acquire.





De
      Beira
      currently intends to seek financing of between $4 million and $6 million during
      fiscal year 2007 in the form of equity and/or debt in addition to the $2.476
      million proceeds received from sale of common shares after the year end and
      up
      to the date of this report. The proceeds will be used to further exploration
      programs at Minanca and to develop exploration programs at Titiribi, Condoroma
      and Suyckutambo projects. If De Beira does not receive sufficient funding on
      a
      timely basis, it could have a material adverse effect on our liquidity,
      financial condition and business prospects. Additionally, if De Beria receives
      funding, it may be on terms that are not favourable to De Beira and its
      shareholders.





With
      respect to the funding sought by De Beira of between $4 million and $6 million
      referred to in the previous paragraph, approximately $2 million funds have
      been
      received just prior to the date of this report but with respect to which common
      shares have not yet been issued.




**Page
          - 20**





**Off-Balance
      Sheet Arrangements**





De
      Beira
      does not have any off-balance sheet arrangements (as that term is defined in
      Item 303 of Regulation S-K) that are reasonably likely to have a current or
      future material effect on our financial condition, revenue or expenses, results
      of operations, liquidity, capital expenditures or capital resources.





**Recent
      Accounting Pronouncements**


In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This
        statement defines fair value, establishes a framework for measuring fair
        value
        in generally accepted accounting principles and expands disclosures about
        fair
        value measurements. This statement applies under other accounting pronouncements
        that require or permit fair value measurements. SFAS No. 157 is effective
        for
        fiscal years beginning after November 15, 2007. De Beira is currently assessing
        the impact the adoption of SFAS No. 157 will have on its financial
        statements.
  In
        July
        2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
        Uncertainty in Income Taxes: an interpretation of FASB Statement No. 109”. This
        interpretation clarifies the accounting for uncertainty in income taxes
        recognized in an entity’s financial statements in accordance with SFAS No. 109,
“Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and
        measurement principles for financial statement disclosure of tax positions
        taken
        or expected to be taken on a tax return. This interpretation is effective
        for
        fiscal years beginning after December 15, 2006. De Beira is currently assessing
        the impact the adoption of FIN 48 will have on its financial
        statements.


In
      May
      2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
      “Accounting Changes and Error Corrections - A Replacement of APB Opinion No.
      20
      and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and
      reporting of a change in accounting principle and applies to all voluntary
      changes in accounting principle. It also applies to changes required by an
      accounting pronouncement in the unusual instance that the pronouncement does
      not
      include specific transition provisions. SFAS 154 requires retrospective
      application to prior periods’ financial statements of changes in accounting
      principle, unless it is impracticable to determine either the period-specific
      effects or the cumulative effect of the change. The provisions of SFAS No.
      154
      are effective for accounting changes and correction of errors made in fiscal
      years beginning after December 15, 2005. The adoption of this standard is not
      expected to have a material effect on De Beira’s results of operations or
      financial position.





In
      December 2004, the FASB issued SFAS No. 123R, “Share Based Payment”. SFAS 123R
      is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and
      supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and
      its related implementation guidance. SFAS 123R establishes standards for the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity’s equity instruments or that may be settled by the issuance of
      those equity instruments. SFAS 123R focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. SFAS 123R requires a public 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 (with limited exceptions). That cost will
      be
      recognized over the period during which an employee is required to provide
      service in exchange for the award - the requisite service period (usually the
      vesting period).





SFAS
      123R
      requires that the compensation cost relating to share-based payment transactions
      be recognized in financial statements. That cost will be measured based on
      the
      fair value of the equity or liability instruments issued. Public entities that
      file as small business issuers are required to apply SFAS 123R as of the
      beginning of the first interim or annual reporting period that begins after
      December 15, 2005. The adoption of this standard did not have a material effect
      on De Beira’s results of operations or financial position as De Beira has not
      entered into any share-based transactions. Depending on the number and the
      terms
      of the options that may be granted in future periods, the implementation of
      this
      standard could have a material impact in future periods on De Beira’s financial
      position and results of operations.





**Item
      7.**  **Financial
      Statements**





De
        Beira’s financial statements are stated in United States Dollars (US$) and are
        prepared in accordance with accounting principles generally accepted in the
        United States of America.





The
      Independent Auditor’s Report of GHP Horwath, P.C. on the audited financial
      statements for the years ended August 31, 2006 and 2005 and for the period
      from
      May 28, 2004 (inception) through August 31, 2006 is included immediately
      preceding the audited financial statements at the end of this
      Report.




**Page
          - 21**





**Item
      8.**  **Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





(a)
            Previous
                independent accountants





(i)
            On
                June 27, 2006, Manning Elliot LLP (“Manning Elliott”) resigned as the
                independent accountants of De Beira Goldfields Inc. Manning Elliott
                resigned due to a change in control of De Beira’s mind and management and
                location of De Beira’s principal operations, which were not locally based.
                Manning Elliott became aware of the change in control subsequent
                to De
                Beria’s filing on Form 8-K dated June 13, 2006 announcing the change in
                control.





(ii)
            The
                report of Manning Elliot on the financial statements for the two
                fiscal
                years ended August 31, 2005 and 2004, contained no adverse opinion
                or
                disclaimer of opinion and were not qualified or modified as to uncertainty
                or audit scope. The report of Manning Elliot on the financial statements
                for the fiscal year ended August 31, 2005 and for the period from
                May 28,
                2004 (Date of Inception) to August 31, 2004 contained an explanatory
                paragraph related to substantial doubt about De Beira’s ability to
                continue as a going concern.





(iii)
            De
                Beira’s Board of Directors did not recommend the decision to change
                independent accountants.





(iv)
            In
                connection with its audits for the fiscal years August 31, 2005 and
                2004,
                and through June 27, 2006, there have been no disagreements with
                Manning
                Elliot on any matter of accounting principles or practices, financial
                statement disclosure, or auditing scope or
                procedure.





(b)
            New
                independent accountants





De
      Beira
      engaged GHP Horwath, P.C., Certified Public Accountants as its new independent
      registered public accounting firm as of August 18, 2006. During the two years
      ended August 31, 2005 and 2004 and through August 18, 2006, De Beira has not
      consulted with GHP Horwath, P.C., Certified Public Accountants regarding either
      (i) the application of accounting principles to a specified transaction, either
      completed or proposed; (ii) the type of audit opinion that might be rendered
      on
      De Beira’s financial statements; (iii) any written or oral advice that may have
      been provided to De Beira, which may have been an important factor considered
      by
      De Beira in reaching a decision as to the accounting, auditing or financial
      reporting issue; or (iv) any matter that was the subject of a disagreement
      or
      event.





**Item
      8A. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Reg
      Gillard, De Beira’s Chief Executive Officer, and Susmit Shah, De Beira’s Chief
      Financial Officer, have evaluated the effectiveness of De Beira’s disclosure
      controls and procedures (as such term is defined in Rules 13a-15 and 15d-15
      under the Securities Exchange Act of 1934 (the “ **Exchange
      Act** ”))
      as of
      the end of the period covered by this annual report (the “ **Evaluation
      Date** ”).
      Based
      on such evaluation, Mr. Gillard and Mr. Shah has concluded that, as of the
      Evaluation Date, De Beira’s disclosure controls and procedures are effective in
      alerting De Beira on a timely basis to material information required to be
      included in its reports filed or submitted under the Exchange Act.





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      De Beira’s internal controls or, to De Beira’s knowledge, in other factors that
      have materially affected, or are reasonably likely to materially affect, these
      controls and procedures subsequent to the date De Beira carried out this
      evaluation.





**Item
      8B. Other Information**





During
      the fourth quarter of the year covered by this Form 10-KSB, De Beira had no
      information to be disclosed as required on a Form 8-K that was not
      disclosed.




**Page
          - 22**








**PART
      III**





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





**(a)**  **Identify
      Directors and Executive Officers**





The
      directors named below will serve until the next annual meeting of the
      stockholders. Thereafter, directors will be elected for one-year terms at the
      annual stockholders' meeting. Officers will hold their positions at the
      discretion of the board of directors, absent any employment agreement, of which
      none currently exists or is contemplated. There is no arrangement or
      understanding between the directors and officers and any other person pursuant
      to which any director or officer was to be selected as a director or officer.





The
      names, addresses, ages and positions of De Beira’s present officers and
      directors are set forth below:





**Name
                and Address**
            **Age**
            **Positions****Reg
                Gillard**
              30
                Ledgar Road
              Balcatta,
                Western Australia, 6021
            60
            Chief
                Executive Officer, President, and director**Klaus
                Eckhof**
              30
                Ledgar Road
              Balcatta,
                Western Australia, 6021
            48
            Chairman**Susmit
                Shah**
              30
                Ledgar Road
              Balcatta,
                Western Australia, 6021
            50
            Chief
                Financial Officer, and Treasurer, Corporate
                Secretary





***Reg
      Gillard*** ** **BA
      FCPA FAICD JP** ●
Mr.
      Gillard (60 years old) has been
      a director and the Chief Executive Officer and president of De Beira since
      April
      2006. After practising as an accountant for over 31 years, during which time
      Mr.
      Gillard formed and developed a number of service related businesses, Mr. Gillard
      now focuses on corporate management, corporate governance and the evaluation
      and
      acquisition of resource projects. During the past three years he has also served
      as a director of the following companies listed on the Australian and Canadian
      stock exchanges:





Caspian
      Oil & Gas Limited *


Aspen
      Group Limited *


Lafayette
      Mining Limited *


Pioneer
      Nickel Limited *   appointed
      17 March 2005


Eneabba
      Gas Limited
      * appointed
      2 August 2005


Tiger
      Resources Limited * appointed
      9 December 2005


Elemental
      Minerals Limited * appointed
      6 June 2006


Moto
      Goldmines
      Limited ceased
      17
      August 2005





*
      Current
      directorships





***Klaus
      Eckhof*** ** **Dipl.
      Geol. TU, AusIMM** ●
Mr.
      Eckhof (48) has been
      the Chairman of De Beira since May 2006. Mr. Eckhof is a qualified geologist
      and
      a member of the Australian Institute of Mining and Metallurgy. Mr. Eckhof
      migrated to Australia in 1988 to work for Mount Edon Gold Mines (Aust) Limited
      in Australia, Asia and Africa. Since 1994, Mr. Eckhof has managed his own
      geological consultancy company and has considerable experience in assessing
      and
      acquiring mineral prospects around the world. During the past three years,
      Mr.
      Eckhof has also served as a director of the following listed companies: Moto
      Goldmines Limited (since February 2003), Tiger Resources Ltd (since June 2005),
      Condor Resource Limited (since September 1996), Aurora Gold Inc (since July
      2004) and African Metals Corporation (since November 2005). Lalo Venture Inc
      (August 2003 to September 2004), Lakota Resource Inc (December 2002 to October
      2005) and Bayswater Ventures Inc (January 2004 to February 2005).




***Susmit
      Mohanlal Shah***  **CA** , **Corporate** ●
Mr.
      Shah (50) has been
      the Chief Financial Officer, Treasurer, and Corporate Secretary of De Beira
      since June 2006. Mr. Shah is a chartered accountant with over 20 years’
experience. Over the last 13 years, Mr. Shah has been involved with a diverse
      range of Australian public listed companies in company secretarial and financial
      roles.




**Page
          - 23**





**(b)**  **Identify
      Significant Employees**





De
      Beira
      currently does not have any significant employees.





**(c)**  **Family
      Relationships**





There
      are
      no family relationships among the directors, executive officers or persons
      nominated or chosen by De Beira to become directors or executive
      officers.





**(d)**  **Involvement
      in Certain Legal Proceedings**





(1)
            No
                bankruptcy petition has been filed by or against any business of
                which any
                director was a general partner or executive officer either at the
                time of
                the bankruptcy or within two years prior to that
                time.





(2)
            No
                director has been convicted in a criminal proceeding and is not subject
                to
                a pending criminal proceeding (excluding traffic violations and other
                minor offences).





(3)
            No
                director has been subject to any order, judgement, or decree, not
                subsequently reversed, suspended or vacated, of any court of competent
                jurisdiction, permanently or temporarily enjoining, barring, suspending
                or
                otherwise limiting his involvement in any type of business, securities
                or
                banking activities.





(4)
            No
                director has been found by a court of competent jurisdiction (in
                a civil
                action), the Securities Exchange Commission or the Commodity Futures
                Trading Commission to have violated a federal or state securities
                or
                commodities law, that has not been reversed, suspended, or
                vacated.





**(e)**  **Compliance
      with Section 16(a) of the Exchange Act.**





All
      reports were filed with the SEC on a timely basis and De Beira is not aware
      of
      any failures to file a required report during the period covered by this annual
      report.





**(f)**  **Audit
      Committee Financial Expert**





De
      Beira’s board of directors has determined that De Beira has at least one audit
      committee financial expert serving on its audit committee. Reg Gillard, De
      Beira’s president, chief executive officer, sole director, and sole member of
      its audit committee, qualifies as an audit committee financial expert. However,
      Mr. Gillard does not meet the independent requirements for an audit committee
      member. Susmit Shah, De Beira’s chief financial officer, also qualifies as an
      audit committee financial expert, but is not currently a member of De Beira’s
      board of directors or audit committee.





**(g)**  **Identification
      of Audit Committee**





De
      Beira
      does not have a separately-designated standing audit committee. Rather, De
      Beira’s board of directors performs the required functions of an audit
      committee. Reg Gillard is the only member of De Beira’s audit committee.
      However, Mr. Gillard does not meet the independent requirements for an audit
      committee member. De Beira’s audit committee is responsible for: (1) selection
      and oversight of De Beira’s 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 De Beira’s 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.





**(h)**  **Code
      of Ethics**





De
      Beira
      has adopted a code of ethics that applies to all its executive officers and
      employees, including its CEO and CFO. See Exhibit 14.1 - Code of Ethics for
      more
      information. Also, De Beira’s code of ethics has been posted on its website at www.debeira.com .
      De
      Beira undertakes to provide any person with a copy of its code of ethics free
      of
      charge. Please contact Susmit Shah at 011-61-8-9240-6717 to request a copy
      of De
      Beira’s code of ethics. Management believes De Beira’s 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.




**Page
          - 24**





**Item
      10. Executive Compensation.**





**SUMMARY
      COMPENSATION TABLE**





Long-term
                compensation***Annual
                compensation***
            ***Awards***
            ***Payouts***Name
                and principal position
              (a)
            Year
              (b)
            Salary
              ($)
              (c)
            Bonus
              ($)
              (d)
            Other
                annual compen-sation
              ($)
              (e)
            Restricted
                stock awards
              ($)
              (f)
            Securities
                underlying options/
              SARs
              (#)
              (g)
            LTIP
                Payouts
              ($)
              (h)
            All
                other compen-sation
              ($)
              (i)Reg
                Gillard
              CEO
                and President
              April
                2006 - present
            2004
              2005
              2006
            n/a
              n/a
              11,289
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nilKlaus
                Eckhof
              Chairman
              May
                2006 - present
            2004
              2005
              2006
            n/a
              n/a
              11,247
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nilSusmit
                Shah(1)
              CFO
              June
                2006 - present
            2004
              2005
              2006
            n/a
              n/a
              21,597
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nilMichel
                Fronzo(2)
              CEO
              May
                2004 - April 2006
              CFO
              May
                2004 - June 2006
            2004
              2005
              2006
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil


(1) Administration,
      accounting and secretarial fees of $21,597 were paid to Corporate Consultants
      Pty Ltd, a company in which Mr. Shah is a director and has a beneficial
      interest.


(2) Mr.
      Fronzo donated services of $4,500 in 2006 and $6,000 in 2005.





Since
      De
      Beira’s inception, no stock options, stock appreciation rights, or long-term
      incentive plans have been granted, exercised or repriced.





Currently,
      there are no arrangements between De Beira and any of its directors whereby
      such
      directors are compensated for any services provided as directors.





There
      are
      no other employment agreements between De Beira and any named executive officer,
      and there are no employment agreements or other compensating plans or
      arrangements with regard to any named executive officer which provide for
      specific compensation in the event of resignation, retirement, other termination
      of employment or from a change of control of De Beira or from a change in a
      named executive officer’s responsibilities following a change in control, with
      the exception of the following:





Management
      Agreement





Pursuant
      to the terms and conditions of a management agreement, De Beira Goldfields
      Inc.
      has retained the services of Reg Gillard for a term of 12 months beginning
      April
      19, 2006 and expiring on April 18, 2007. Mr. Gillard provides his services
      as
      the president and chief executive officer of De Beira and his business
      management expertise to De Beira in connection with its business activities.
      De
      Beira will pay Mr. Gillard $5,000 Australian Dollars per month for providing
      such services and will reimburse Mr. Gillard for any reasonable out-of-pocket
      expenses that he incurs in fulfilling the terms of this agreement. Either party
      may terminate the agreement with 30 days’ notice. See Exhibit 10.2 - Management
      Agreement for more details.




**Page
          - 25**





**Item
      11. Security Ownership of Certain Beneficial Holders and
      Management.**





The
      following tables set forth, as of the date of this annual report, the total
      number of common shares owned beneficially by De Beira’s director and officers,
      individually and as a group, and the present owners of 5% or more of De Beira’s
      total outstanding common shares. The stockholders listed below have direct
      ownership of their shares and possess sole voting and dispositive power with
      respect to the shares.





**Security
      Ownership of Certain Beneficial Owners (more than 5%)**





**(1)**
              **Title
                of Class**
            **(2)**
              **Name
                and Address of Beneficial Owner**
            **(3)**
              **Amount
                and Nature of Beneficial Owner**[1]
            **(4)**
              **Percent**
              **of
                Class**[2]shares
                of
              common
                stock
            **Reg
                Gillard**
              30
                Ledgar Road
              Balcatta,
                Western Australia, 6021
            6,000,000
            15.17%


[1] The
      listed beneficial owner has no right to acquire any shares within 60 days of
      the
      date of this Form 10-KSB from options, warrants, rights, conversion privileges
      or similar obligations excepted as otherwise noted.


[2] Based
      on
      39,559,285 shares of common stock issued and outstanding as of December 12,
      2006.




**Security
      Ownership of Management**







**(1)**
              **Title
                of Class**
            **(2)**
              **Name
                and Address of Beneficial Owner**
            **(3)**
              **Amount
                and Nature of Beneficial Owner**
            **(4)**
              **Percent**
              **of
                Class**[1]shares
                of
              common
                stock
            **Reg
                Gillard**
              30
                Ledgar Road
              Balcatta,
                Western Australia, 6021
            6,000,000
            15.17%shares
                of
              common
                stock
            **Klaus
                Eckhof**
              30
                Ledgar Road
              Balcatta,
                Western Australia, 6021
            714,285
            1.80%shares
                of
              common
                stock
            **Susmit
                Shah**
              30
                Ledgar Road
              Balcatta,
                Western Australia, 6021
            Nil
            0%shares
                of
              common
                stock
            Directors
                and Executive Officers (as a group)
            6,714,285
            16.97%


[1] Based
      on
      39,559,285 shares of common stock issued and outstanding as of December 12,
      2006.





**Changes
      in Control**





De
      Beira
      is not aware of any arrangement that may result in a change in control of De
      Beira.





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





**(a)**  **Relationships
      with Insiders**





No
      member
      of management, executive officer or security holder has had any direct or
      indirect interest in any transaction to which De Beira was a party to, with
      the
      exception of the following:





Consultant
      Agreements





On
      April
      6, 2006, De Beira Goldfields Inc. retained the technical services of Corporate
      & Resource Consultants Pty. Ltd. (“ **CRC** ”),
      a
      private Australian company, which is owned in part by Reg Gillard, Klaus Eckhof,
      and Susmit Shah, the officers and director of De Beira. Initially, CRC was
      appointed as technical consultant for De Beira, with responsibility for
      identifying and negotiating the acquisition of interests in prospective copper
      and gold projects in South America. It was anticipated that at the conclusion
      of
      this phase, CRC would be responsible for the exploration and management of
      De
      Beira’s interests in the projects. However, the parties have agreed that CRC
      will play no role in the future exploration and management of De Beira’s mineral
      project interests. No amounts have been paid or are payable to CRC in relation
      to this agreement for the year ended August 31, 2006.


**Page
          - 26**





Mr.
      Gillard, Mr. Eckhof and Mr. Shah are also directors and shareholders of
      Corporate Consultants Pty Ltd. (“ **CCPL** ”).
      CCPL
      provides administration, accounting and company secretarial services to De
      Beira
      Goldfields Inc. Fees paid or payable to CCPL for the year ended August 31,
      2006 were $21,597 (2005 - nil fees paid).





Management
      Agreement





Pursuant
      to the terms and conditions of a management agreement, De Beira Goldfields
      Inc.
      has retained the services of Reg Gillard for a term of 12 months beginning
      April
      19, 2006 and expiring on April 18, 2007. Mr. Gillard provides his services
      as
      the president and chief executive officer of De Beira and his business
      management expertise to De Beira in connection with its business activities.
      De
      Beira will pay Mr. Gillard $5,000 Australian Dollars per month for providing
      such services and will reimburse Mr. Gillard for any reasonable out-of-pocket
      expenses that he incurs in fulfilling the terms of this agreement. Either party
      may terminate the agreement with 30 days’ notice. See Exhibit 10.2 - Management
      Agreement for more details.





**(b)**  **Transactions
      with Promoters**





De
      Beira’s officers are currently the only promoters of De Beira. None of the
      officers have received anything of value from De Beira nor are any of the
      officers entitled to receive anything of value from De Beira for services
      provided as a promoter of De Beira.





**Item
      13. Exhibits.**





**(a)**  **Index
      to and Description of Exhibits.**





**Exhibit**
            **Description**
            **Status****Exhibit
                A**
            Audited
                Financial Statements as of August 31, 2006 and for the years ended
                August
                31, 2006 and 2005, and for the period May 28, 2004 (inception) to
                August
                31, 2006.
            Included**3.1**
            Articles of Incorporation of De Beira Goldfields
                Inc.
                filed as an Exhibit to De Beira’s Form SB-2 (Registration Statement) filed
                on December 12, 2005 and incorporated herein by reference.
            Filed**3.2**
            By-Laws of De Beira Goldfields Inc. filed as
                an Exhibit
                to De Beira’s Form SB-2 (Registration Statement) filed on December 12,
                2005 and incorporated herein by reference.
            Filed**10.1**
            Management Agreement dated April 19, 2006 between
                De
                Beira Goldfields Inc. and Reg Gillard, filed as Exhibit 10.2 to De
                Beira’s
                Form 8-K (Current Report) filed on May 10, 2006 and incorporated
                herein by
                reference.
            Filed**10.2**
            Letter of Understanding dated May 6, 2006 among
                De Beira
                Goldfields Inc., Goldplata Corporation Limited, Goldplata Resources
                Inc,
                and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to
                De
                Beira’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated
                herein by reference.
            Filed**10.3**
            Letter Agreement dated June 15, 2006 between
                De Beira
                Goldfields Inc. and Emco Corporation, filed as an Exhibit to De Beira’s
                Form 8-K (Current Report) filed on June 29, 2006 and incorporated
                herein
                by reference.
            Filed**10.4**
            Share Sale Agreement dated July 10, 2006, between
                De
                Beira Goldfields Inc. and Emco Corporation Inc. S.A., filed as an
                Exhibit
                to De Beira’s Form 8-K (Current Report) filed on July 17, 2006, and
                incorporated herein by reference.
            Filed**14.1**
            Financial Code of Ethics filed as an Exhibit
                to De
                Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and
                incorporated herein by reference.
            Filed**31**
            Certifications pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
              pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
              906 of
              the Sarbanes-Oxley Act of 2002.
            Included







**Page
          - 27**




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




**(1)
        Audit Fees and Related Fees**




The
      aggregate fees billed and expected to be billed for each of the last two fiscal
      years for professional services rendered by the principal accountant for De
      Beira’s audit of annual financial statements and for review of financial
      statements included in De Beira’s Form 10-QSB’s or services that are normally
      provided by the accountant in connection with statutory and regulatory filings
      or engagements for those fiscal years was:





2006
      -
      $30,000 - GHP Horwath, P.C.


2006
      -
      $2,600 - Manning Elliot - Chartered Accountants


2005
      -
      $5,000 - Manning Elliot - Chartered Accountants





**(2)
      Audit-Related Fees**





The
      aggregate fees billed in each of the last two fiscal years for assurance and
      related services by the principal accountants that are reasonably related to
      the
      performance of the audit or review of De Beira’s financial statements and are
      not reported in the preceding paragraph:





2006
      -
      $Nil - GHP Horwath, P.C.


2005
      -
      $Nil - Manning Elliot - Chartered Accountants





**(3)
        Tax Fees**





The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountant for tax compliance, tax advice,
      and tax planning was:





2006
      -
      $Nil - GHP Horwath, P.C.


2005
      -
      $Nil - Manning Elliot - Chartered Accountants





**(4)
        All Other Fees**





The
      aggregate fees billed in each of the last two fiscal years for the products
      and
      services provided by the principal accountant, other than the services reported
      in paragraphs (1) and (2) was:





2006
      -
      $Nil - GHP Horwath, P.C.


2005
      -
      $750 - Manning Elliot - Chartered Accountants


2005
      -
      $Nil - Manning Elliot - Chartered Accountants




**(5)**  De
      Beira’s audit committee’s pre-approval policies and procedures described in
      paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
      pre-approve all accounting related activities prior to the performance of any
      services by any accountant or auditor.





**(6)**  The
      percentage of hours expended on the principal accountant’s engagement to audit
      De Beira’s financial statements for the most recent fiscal year that were
      attributed to work performed by persons other than the principal accountant’s
      full time, permanent employees was nil.









**Page
          - 28**





**SIGNATURES**








In
      accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934,
      De Beira Goldfields Inc. has caused this report to be signed on its behalf
      by
      the undersigned duly authorized person.








**DE
      BEIRA GOLDFIELDS INC.**




By:*/s/
      Reg Gillard*


Name:  **Reg
      Gillard**


Title **:**  **Director
      and CEO**


Dated:  **December
      14, 2006**








Pursuant
      to the requirements of the Securities Exchange Act of 1934, the following
      persons on behalf of De Beira Goldfields Inc. and in the capacities and on
      the
      dates indicated have signed this report below.








**Signature**
            **Title**
            **Date***/s/
                Reg Gillard*
            President,
                Chief Executive Officer,
              Principal
                Executive Officer,
              and
                member of the Board of Directors
            December
                14, 2006*/s/
                Klaus Eckhof*
            Chairman
            December
                14, 2006*/s/
                Susmit Shah*
            Chief
                Financial Officer,
              Principal
                Financial Officer, Treasurer
              and
                Corporate Secretary
            December
                14, 2006








**Page
          - 29**










**Exhibit
      31**













**Page
          - 30**




**DE
      BEIRA GOLDFIELDS INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**




I,
      Reg
      Gillard, certify that:




1.
 
      I have reviewed this annual report on Form 10-KSB of De Beira Goldfields Inc.;




2.
      Based
      on my knowledge, this annual report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      December 14, 2006




*/s/
      Reg Gillard*


Reg
      Gillard


Chief
      Executive Officer







**Page
          - 31**




**DE
      BEIRA GOLDFIELDS INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Susmit
      Shah, certify that:




1.
 
      I have reviewed this annual report on Form 10-KSB of De Beira Goldfields Inc.;




2.
      Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      December 14, 2006




*/s/
      Susmit Shah*


Susmit
      Shah


Chief
      Financial Officer




**Page
          - 32**












**Exhibit
      32**













**Page
          - 33**




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**






In
      connection with the Annual Report of De Beira Goldfields Inc. (“De Beira”) on
      Form 10-KSB for the period ending August 31, 2006 as filed with the Securities
      and Exchange Commission on the date hereof (the “Report”), I, Reg Gillard,
      President and Chief Executive Officer of De Beira and a member of the Board
      of
      Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of the Company.






*/s/
      Reg Gillard*


Reg
      Gillard


Chief
      Executive Officer




December
      14, 2006




**Page
          - 34**




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**








In
      connection with the Annual Report of De Beira Goldfields Inc. (“De Beira”) on
      Form 10-KSB for the period ending August 31, 2006 as filed with the Securities
      and Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief
      Financial Officer of De Beira, certify, pursuant to s.906 of the Sarbanes-Oxley
      Act of 2002, that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of the Company.






*/s/
      Susmit Shah*


Susmit
      Shah


Chief
      Financial Officer






December
      14, 2006







**Page
          - 35**









Exhibit
      A










**Page
          - 36**




**De
        Beira Goldfields Inc.**
 
 **Financial
        Statements**
 
 **De
        Beira Goldfields Inc.**
 **(An
        Exploration Stage Company)**
 
 **Years
        ended August 31, 2006 and 2005**
 
 
 
 
 
 **Page
            - 37**
 
  
 **De
        Beira Goldfields Inc.**
 **Financial
        Statements**
 **Years
        Ended August 31, 2006 and 2005**
 
 
 **Contents**
 
  Report
        of independent registered public accounting
        firm
 
 Balance
        sheet
 
 Statements
        of operations
 
 Statements
        of cash flows
 
 Statements
        of stockholders’ equity
 
 Notes
        to financial statements
 
 
 **Page
            - 38**
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM**
 
 Board
        of
        Directors and Stockholders
 De
        Beira
        Goldfields Inc.
 
 We
        have
        audited the accompanying balance sheet of De Beira Goldfields Inc. (an
        Exploration Stage Company) as of August 31, 2006, and the related statements
        of
        operations, cash flows and stockholders’ equity for the years ended August 31,
        2006 and 2005, and for the period from May 28, 2004 (inception) through August
        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 audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. 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 De Beira Goldfields Inc. as
        of
        August 31, 2006, and the results of its operations and cash flows for the
        years
        ended August 31, 2006 and 2005, and for the period from May 28, 2004 (inception)
        through August 31, 2006, in conformity with accounting principles generally
        accepted in the United States of America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 1 to the
        financial statements, the Company incurred a net loss of $848,560 for the
        year
        ended August 31, 2006, and a deficit accumulated during the exploration stage
        of
        $864,829 for the period from May 28, 2004 (inception) through August 31,
        2006.
        The Company also has a limited history and no revenue producing operations.
        These conditions raise substantial doubt about the Company's ability to continue
        as a going concern. Management's plans with regard to these matters are also
        described in Note 1. The financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
 
 
 */s/
        GHP HORWATH, P.C.*
 
 Denver,
        Colorado
 December
        11, 2006
 
 **Page
            - 39**
 
  **De
        Beira Goldfields Inc.**
 **(An
        Exploration Stage Company)**
 **Balance
        Sheet**
 **(Expressed
        in US dollars)**
 
 **August
                  31,**
                **2006**
                **$****ASSETS**Current
                  AssetsCash
              
              1,325,552Receivables
                  and other assets
              
              11,539Total
                  Current Assets
              
              1,337,091Non-Current
                  AssetsDeferred
                  acquisition costs (Note 3)
              
              400,000Loan
                  advances (Note 3)
              
              2,000,000Total
                  Non-Current Assets
              
              2,400,000Total
                  Assets
              
              3,737,091**LIABILITIES
                  & STOCKHOLDERS’ EQUITY**Current
                  LiabilitiesAccounts
                  payable
              
              16,420Accrued
                  liabilities, related party (Note 4)
              
              10,000Accrued
                  liabilities, other
              
              12,500Total
                  Liabilities
              
              38,920Contingencies
                  and Commitments (Notes 3, 4 and 5)Stockholders’
                  Equity (Note 6)Common
                  stock, $0.001 par value, 75,000,000 shares authorized36,464,285
                  shares issued and outstanding
              
              36,464Additional
                  paid-in capital
              
              4,510,786Donated
                  capital
              
              15,750Deficit
                  accumulated during the exploration stage
              
              (864,829
              )Total
                  Stockholders’ Equity
              
              3,698,171Total
                  Liabilities and Stockholders’ Equity
              
              3,737,091
 
 The
        accompanying notes are an integral part of these financial
        statements
 
  **Page
            - 40**
  **De
        Beira Goldfields Inc.**
 **(An
        Exploration Stage Company)**
 **Statements
        of Operations**
 **(Expressed
        in US dollars)**
 
 
 **For
                  the**
                **Year
                  Ended**
                **August
                  31, 2006**
              
              
              **For
                  the**
                **Year
                  Ended**
                **August
                  31, 2005**
              
              
              **Accumulated
                  from May 28, 2004 (Date of Inception)**
                **to
                  August 31, 2006**$
              
              
              $
              
              
              $Revenue
              
              -
              
              
              -
              
              
              -Other
                  (income) expenseInterest
                  income
              
              (9,122
              )
              
              -
              
              
              (9,122
              )Donated
                  rent (Note 4)
              
              2,250
              
              
              3,000
              
              
              5,250Donated
                  services (Note 4)
              
              4,500
              
              
              6,000
              
              
              10,500General
                  and administrative
              
              19,214
              
              
              1,643
              
              
              20,857Mineral
                  property and exploration costs
              
              193,698
              
              
              126
              
              
              193,824Management
                  fees (Note 4)
              
              22,537
              
              
              -
              
              
              22,537Professional
                  fees
              
              529,380
              
              
              5,000
              
              
              534,880Travel
                  costs
              
              86,103
              
              
              -
              
              
              86,103Net
                  Loss
              
              (848,560
              )
              
              (15,769
              )
              
              (864,829
              )Net
                  Loss Per Share - Basic and Diluted
              
              (0.02
              )
              
              *Weighted
                  Average Shares Outstanding
              
              34,667,808
              
              
              12,189,041
 *
        Amount
        is less than $(0.01) per share
  
 The
        accompanying notes are an integral part of these financial
        statements
 
  **Page
            - 41**
  **De
        Beira Goldfields Inc.**
 **(An
        Exploration Stage Company)**
 **Statements
        of Cash Flows**
 **(Expressed
        in US dollars)**
 
 **For
                  the Year Ended August 31, 2006**
                **$**
              ****
              **For
                  the**
                **Year**
                **Ended**
                **August
                  31,**
                **2005**
                **$**
              ****
              **Accumulated
                  From May 28, 2004 (Date of Inception) to August 31,
                  2006**
                **$**Cash
                  Flows From Operating ActivitiesNet
                  loss
              
              (848,560
              )
              
              (15,769
              )
              
              (864,829
              )Adjustments
                  to reconcile net loss to cash used in operating
                  activities:Donated
                  services and rent
              
              6,750
              
              
              9,000
              
              
              15,750Expenses
                  paid by issue of common stock
              
              -
              
              
              -
              
              
              500Change
                  in operating assets and liabilitiesIncrease
                  in receivables
              
              (11,539
              )
              
              -
              
              
              (11,539
              )Increase
                  in accounts payable and accrued liabilities
              
              32,970
              
              
              5,950
              
              
              38,920(Decrease)
                  increase in amounts due to related parties
              
              (80
              )
              
              80
              
              
              -Net
                  cash used in operating activities
              
              (820,459
              )
              
              (739
              )
              
              (821,198
              )Cash
                  Flows From Investing ActivitiesDeferred
                  acquisition costs
              
              (400,000
              )
              
              -
              
              
              (400,000
              )Loan
                  advances
              
              (2,000,000
              )
              
              -
              
              
              (2,000,000
              )Net
                  cash used in investing activities
              
              (2,400,000
              )
              
              -
              
              
              (2,400,000
              )Cash
                  Flows From Financing ActivitiesCommon
                  shares issued for cash
              
              4,500,000
              
              
              46,750
              
              
              4,546,750Net
                  cash provided by financing activities
              
              4,500,000
              
              
              46,750
              
              
              4,546,750Increase
                  in Cash
              
              1,279,541
              
              
              46,011
              
              
              1,325,552Cash
                  - Beginning of Period
              
              46,011
              
              
              -
              
              
              -Cash
                  - End of Period
              
              1,325,552
              
              
              46,011
              
              
              1,325,552Supplemental
                  DisclosuresInterest
                  paid
              
              -
              
              
              -
              
              
              -Income
                  taxes paid
              
              -
              
              
              -
              
              
              -
 
 The
        accompanying notes are an integral part of these financial
        statements
  **Page
            - 42**
  **De
        Beira Goldfields Inc.**
 **(An
        Exploration Stage Company)**
 **Statements
        of Stockholders’ Equity**
 **(Expressed
        in US dollars)**
 
 
 **Common
                  Shares**
              
              **Additional**
              
              
              
              
              
              **Total****Number
                  of Shares**
              
              
              
              
              **Amount**
                **$**
              
              
              **Paid-in**
                **Capital**
                **$**
              
              
              **Donated**
                **Capital**
                **$**
              
              
              **Accumulated**
                **Deficit**
                **$**
              
              
              **Stockholders’**
                **Equity**
                **$**Balances,
                  May 28, 2004 (Date of inception)
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Common
                  stock issued for services to president (Note 6)
              
              6,000,000
              
              
              6,000
              
              
              (5,500
              )
              
              -
              
              
              -
              
              
              500Return
                  and cancellation of shares (Note 6)
              
              (6,000,000
              )
              
              (6,000
              )
              
              6,000
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (500
              )
              
              (500
              )Balances,
                  August 31, 2004
              
              -
              
              
              -
              
              
              500
              
              
              -
              
              
              (500
              )
              
              -Common
                  stock issued for cash (Note 6)
              
              64,500,000
              
              
              64,500
              
              
              (17,750
              )
              
              -
              
              
              -
              
              
              46,750Return
                  and cancellation of shares (Note 6)
              
              (30,000,000
              )
              
              (30,000
              )
              
              30,000
              
              
              -
              
              
              -
              
              
              -Donated
                  rent
              
              -
              
              
              -
              
              
              -
              
              
              3,000
              
              
              -
              
              
              3,000Donated
                  services
              
              -
              
              
              -
              
              
              -
              
              
              6,000
              
              
              -
              
              
              6,000Net
                  loss
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (15,769
              )
              
              (15,769
              )Balances,
                  August 31, 2005
              
              34,500,000
              
              
              34,500
              
              
              12,750
              
              
              9,000
              
              
              (16,269
              )
              
              39,981Common
                  stock issued for cash (Note 6)
              
              1,964,285
              
              
              1,964
              
              
              4,498,036
              
              
              -
              
              
              -
              
              
              4,500,000Donated
                  rent
              
              -
              
              
              -
              
              
              -
              
              
              2,250
              
              
              -
              
              
              2,250Donated
                  services
              
              -
              
              
              -
              
              
              -
              
              
              4,500
              
              
              -
              
              
              4,500Net
                  loss
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (848,560
              )
              
              (848,560
              )Balances,
                  August 31, 2006
              
              36,464,285
              
              
              36,464
              
              
              4,510,786
              
              
              15,750
              
              
              (864,829
              )
              
              3,698,171
 
  The
        accompany notes are an integral part of these financial
        statements
  **Page
            - 43**
  **De
        Beira Goldfields Inc.**
 **(An
        Exploration Stage Company)**
 **Notes
        to the Financial Statements**
 **(Expressed
        in US dollars)**
 
 **1.**  **Organization,
        Nature of Business, Going Concern and Management’s Plans:**
  Organization
        and nature of business:
 
 The
        Company was incorporated in the State of Nevada on May 28, 2004. The Company
        is
        an Exploration Stage Company, as defined by Statement of Financial Accounting
        Standard (“SFAS”) No.7 “ *Accounting
        and Reporting for Development Stage Enterprises* ”.
        The
        Company’s principal business is the acquisition and exploration of mineral
        resources. The Company has not presently determined whether the properties
        it
        intends to acquire contain mineral reserves that are economically recoverable.
 
 The
        Company filed an SB-2 Registration Statement with the United States Securities
        and Exchange Commission on December 12, 2005 that was declared effective
        January
        4, 2006, to register 19,000,000 (split adjusted) shares of common stock for
        resale by existing stockholders of the Company at $0.05 per share. These
        shares
        are now quoted on the OTC Bulletin Board at prevailing market prices. The
        Company did not receive any proceeds from the resale of shares of common
        stock
        by the selling stockholders.
 
 Going
        concern and management’s plans:
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. Since its inception in May 2004, the Company
        has not generated revenue and has incurred net losses. The Company incurred
        a
        net loss of $848,560 for the year ended August 31, 2006, and a deficit
        accumulated during the exploration stage of $864,829 for the period from
        May 28,
        2004 (inception) through August 31, 2006. Accordingly, it has not generated
        cash
        flow from operations and has primarily relied upon advances from shareholders
        and proceeds from equity financings to fund its operations. These conditions
        raise substantial doubt about the Company’s ability to continue as a going
        concern.  As discussed further in Note 6 and in Management’s Discussion and
        Analysis, for the year ended August 31, 2006, the Company received proceeds
        of
        $4,500,000 from equity financings which will enable the Company to commence
        mining exploration activities.
  As
        of
        August 31, 2006, the Company had cash and cash equivalents of $1,325,552.
        Management believes that existing cash on hand, plus funds raised subsequent
        to
        August 31, 2006, will be sufficient to fund the Company’s planned activities
        through August 31, 2007.  The Company is seeking equity financing of up to
        $4,000,000 to $6,000,000 to provide for the capital required to fund activities
        of certain acquisitions in addition to $2,476,000 raised in private placements
        subsequent to August 31, 2006. There is no assurance that the Company will
        be
        able to consummate the contemplated financing.  In the event that the
        Company is unsuccessful in raising additional capital in a timely manner,
        it
        will have a material adverse affect on the Company’s liquidity, financial
        condition and business prospects.
  The
        financial statements do not include any adjustments to reflect the possible
        future effects on the recoverability and classification of assets or the
        amounts
        or classification of liabilities that may result from the possible inability
        of
        the Company to continue as a going concern.
 
 **2.**  **Significant
        Accounting Policies**
 
 a)
            Basis
                of Presentation 
 These
        financial statements and related notes are presented in accordance with
        accounting principles generally accepted in the United States of America.
        The
        Company’s fiscal year-end is August 31.
 
 b)
            Use
                of Estimates 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America, requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.
  **Page
            - 44**
  2.Summary
        of Significant Accounting Policies (continued)
 
 c)
            Basic
                and Diluted Net Loss Per Share 
 The
        Company computes net loss per share in accordance with SFAS No. 128, *"Earnings
        per Share"* .
        SFAS
        No. 128 requires presentation of both basic and diluted earnings per share
        (EPS)
        on the face of the income statement. Basic EPS is computed by dividing net
        income (loss) available to common shareholders (numerator) by the weighted
        average number of shares outstanding (denominator) during the period. Diluted
        EPS gives effect to all potential dilutive common shares outstanding during
        the
        period using the treasury stock method and convertible preferred stock using
        the
        if-converted method. In computing EPS, the average stock price for the period
        is
        used in determining the number of shares assumed to be purchased from the
        exercise of stock options or warrants. Diluted EPS excludes all dilutive
        potential shares if their effect is anti-dilutive. The Company did not have
        any
        dilutive securities outstanding for the year ended August 31, 2005. For the
        year
        ended August 31, 2006 the effect of the 1,250,000 outstanding warrants would
        have been anti-dilutive, and therefore were not included in the
        calculation.
 
 d)  Cash
        and
        Cash Equivalents
  The
        Company considers all highly liquid instruments with maturity of three months
        or
        less at the time of issuance to be cash equivalents.
 
 e)  Mineral
        Property and Exploration Costs
 
 The
        Company has been in the exploration stage since its formation on May 28,
        2004
        and has not yet realized any revenues from its planned operations. It is
        primarily engaged in the acquisition and exploration of mining properties.
        Mineral property and exploration costs are expensed as incurred. When it
        has
        been determined that a mineral property can be economically developed as
        a
        result of establishing proven and probable reserves, the costs incurred to
        develop such property are capitalized. Such costs will be amortized using
        the
        units-of-production method over the estimated life of the probable reserve.
        If
        mineral properties are subsequently abandoned or impaired, any capitalized
        costs
        will be charged to operations.
 
 f)
        Deferred Acquisition Costs
  The
        Company capitalizes deposits paid during the acquisition of equity interests
        as
        deferred acquisition costs. Deferred acquisition costs are recorded at cost
        and
        are included in the purchase price of the equity interest once the acquisition
        has been consummated. Management believes no impairment of deferred acquisition
        costs exists as of August 31, 2006.
 
 g)  Fair
        Value of Financial Instruments
 
 Financial
        instruments, which include cash, receivables, accounts payable and accrued
        liabilities, were estimated to approximate their carrying values due to the
        immediate or short-term maturity of these financial instruments. The fair
        value
        of amounts due to related parties is not practicable to estimate, due to
        the
        related party nature of the underlying transactions. The Company’s operations
        are located in Australia, which results in exposure to market risks from
        changes
        in foreign currency rates. The financial risk is the risk to the Company’s
        operations that arise from fluctuations in foreign exchange rates and the
        degree
        of volatility of these rates. Currently, the Company does not use derivative
        instruments to reduce its exposure to foreign currency risk.
 
 h)  Income
        Taxes
 
 The
        Company recognizes deferred tax assets and liabilities for the future tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their tax bases,
        as well
        as net operating losses.
 
 Deferred
        tax assets and liabilities are measured using enacted tax rates expected
        to
        apply to taxable income in the years in which those temporary differences
        are
        expected to be recovered or settled. The effect on deferred tax assets or
        liabilities of a change in tax rates is recognized in the period in which
        the
        tax change occurs. A valuation allowance is provided to reduce the deferred
        tax
        assets to a level, that more likely than not, will be realized.
 
 **Page
            - 45**
  2.Summary
        of Significant Accounting Policies (continued)
 
 i)  Foreign
        Currency Translation
 
 The
        Company’s functional and reporting currency is the United States dollar.
        Monetary assets and liabilities denominated in foreign currencies are translated
        in accordance with SFAS No. 52 “ *Foreign
        Currency Translation* ”,
        using
        the exchange rate prevailing at the balance sheet date. Foreign currency
        transactions are primarily undertaken in Australian and Canadian dollars.
        Gains
        and losses arising on settlement of foreign currency denominated transactions
        or
        balances are included in the determination of income. Realized foreign currency
        transaction gains and losses were not significant during the periods presented.
 
 j)
        Concentration of Credit Risk
 
 The
        Company’s financial instruments that are exposed to concentration of credit risk
        consist of cash and cash equivalents. The Company’s cash and cash equivalents
        are in demand deposit accounts placed with federally insured financial
        institutions in Australia. The Company has not experienced any losses on
        such
        accounts.
 
 k)
        Comprehensive Income (Loss)
 
 SFAS
        No.
        130, “ *Reporting
        Comprehensive Income”* establishes standards for reporting and display of comprehensive income (loss),
        its components, and accumulated balances. For the periods presented there
        were
        no differences between net loss and comprehensive loss.
  l)
        Recent
        Accounting Pronouncements
 
 In
        September 2006, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        157, *“Fair
        Value*  *Measurements”* .
        This
        statement defines fair value, establishes a framework for measuring fair
        value
        in generally accepted accounting principles and expands disclosures about
        fair
        value measurements. This statement applies under other accounting pronouncements
        that require or permit fair value measurements. SFAS No. 157 is effective
        for
        fiscal years beginning after November 15, 2007. The Company is currently
        assessing the impact the adoption of SFAS No. 157 will have on its financial
        statements.
 
 In
        July
        2006, the FASB issued Interpretation No. 48 (“FIN 48), *“Accounting
        for Uncertainty in Income Taxes: an Interpretation of FASB Statement No.
        109”* .
        This
        interpretation clarifies the accounting for uncertainty in income taxes
        recognized in an entity’s financial statements in accordance with SFAS No. 109, *“Accounting
        for Income Taxes”* .
        FIN 48
        prescribes a recognition threshold and measurement principles for financial
        statement disclosure of tax positions taken or expected to be taken on a
        tax
        return. This interpretation is effective for fiscal years beginning after
        December 15, 2006. The Company is currently assessing the impact the adoption
        of
        FIN 48 will have on its financial statements.
 
 In
        May
        2005, the FASB issued SFAS No. 154, “ *Accounting
        Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS
        No.
        3* ”.
        SFAS
        154 changes the requirements for the accounting for and reporting of a change
        in
        accounting principle and applies to all voluntary changes in accounting
        principle. It also applies to changes required by an accounting pronouncement
        in
        the unusual instance that the pronouncement does not include specific transition
        provisions. SFAS 154 requires retrospective application to prior periods’
financial statements of changes in accounting principle, unless it is
        impracticable to determine either the period-specific effects or the cumulative
        effect of the change. The provisions of SFAS No. 154 are effective for
        accounting changes and correction of errors made in fiscal years beginning
        after
        December 15, 2005. The adoption of this standard is not expected to have
        a
        material effect on the Company’s results of operations or financial
        position.
 
 In
        December 2004, the FASB issued SFAS No. 123R, “ *Share
        Based Payment* ”.
        SFAS
        123R is a revision of SFAS No. 123 “ *Accounting
        for Stock-Based Compensation* ”,
        and
        supersedes APB Opinion No. 25, *“Accounting*  *for*  *Stock
        Issued to Employees”* and its
        related implementation guidance. SFAS 123R establishes standards for the
        accounting for transactions in which an entity exchanges its equity instruments
        for goods or services. It also addresses transactions in which an entity
        incurs
        liabilities in exchange for goods or services that are based on the fair
        value
        of the entity’s equity instruments or that may be settled by the issuance of
        those equity instruments. SFAS 123R focuses, primarily, on accounting for
        transactions in which an entity obtains employee services in share-based
        payment
        transactions. SFAS 123R requires a public 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 (with limited exceptions). That cost will
        be
        recognized over the period during which an employee is required to provide
        service in exchange for the award - the requisite service period (usually
        the
        vesting period).
 
 SFAS
        123R
        requires that the compensation cost relating to share-based payment transactions
        be recognized in financial statements. That cost will be measured based on
        the
        fair value of the equity or liability instruments issued. Public entities
        that
        file as small business issuers are required to apply SFAS 123R as of the
        beginning of the first interim or annual reporting period that begins after
        December 15, 2005. The adoption of this standard did not have an effect on
        the
        Company’s results of operations or financial position as the Company has not
        entered into any share based payment transactions. Depending upon the number
        and
        terms of options that may be granted in future periods and the method of
        transition to be selected from available alternatives, the implementation
        of
        this standard could have a material impact in future periods on the Company’s
        financial position and results of operations.
 
 **Page
            - 46**
  3.Deferred
        Acquisition Costs and Loan Advances
  On
                  June 15, 2006, the Company entered into an agreement with Emco
                  Corporation
                  (“Emco”) whereby the Company was granted an option to acquire 80% of the
                  issued and outstanding shares of Minanca Minera Nanguipa, Compania
                  Anonima
                  (“Minanca”), which owns mineral exploration property in Ecuador (the
                  “Property”), for an aggregate purchase price of $30,400,000 comprised of
                  10 million restricted common shares of the Company at an issue
                  price of $3
                  per common share and a cash payment of
                  $400,000.
 
 On
                  June 16, 2006, the Company paid $400,000 as per the terms of the
                  agreement
                  and provided a loan advance of $100,000 to Minanca. As of August
                  31, 2006,
                  the Company has recorded the $400,000 as deferred acquisition costs
                  pending the final settlement of the agreement.
 
 Under
                  the terms of the acquisition agreement and pursuant to settlement
                  of the
                  acquisition, the Company is obligated to pay loan advances of $7,000,000
                  to Minanca as follows:
 i.
            $1,500,000
                within 15 days of settlement of the acquisition transaction for upgrade
                expenditures on the Property (paid as of August 31,
                2006); 
 ii.
            $400,000
                by July 31, 2006 for upgrades to the Property (paid as of August
                31,
                2006); 
 iii.
            $1,375,000
                by October 2, 2006 to be paid for existing debt owed by Minanca (paid
                subsequent to August 31, 2006); and 
 iv.
            The
                balance of $3,725,000 for exploration expenditures on the Property
                to be
                paid equally over a period of 5 months beginning September 1, 2006
                with
                the final payment due on January 1, 2007 (of which $2,980,000 has
                been
                paid subsequent to August 31, 2006). 
 As
        of
        August 31, 2006 the loan advances equalled $2,000,000. Minanca is to undertake
        to grant a mortgage of all its assets to the Company as security against
        the
        loan advances noted above. The loan advances do not bear interest and are
        due on
        demand; however the loan advances are to be repaid only from cash surpluses
        generated from production by Minanca and are therefore classified as long-term
        assets at August 31, 2006. Repayment of the loan advances rank in priority
        ahead
        of any dividend or distribution payments to shareholders of Minanca. As of
        August 31, 2006, management believes no impairment of the loan advances
        exist.
 
 Minanca
        is to appoint the Company as the joint operator of the Property and the Company
        is to be responsible for keeping the Property and all permits in good standing
        during the term of the formal agreement.
 
 As
                  of December 11, 2006, the Company has not paid the remaining loan
                  advance
                  required under the agreement to Minanca and the issuance of the
                  10,000,000
                  restricted common shares by the Company has not been completed.
                  Therefore,
                  the agreement remains unconsummated.
 
 **Page
            - 47**
 
 4.Related
        Party Transactions
 
 a) The
        Company expensed donated services and donated rent, provided by the former
        president of the Company as a capital contribution, which totaled $4,500
        ($6,000
        for the year ended August 31, 2005) and $2,250 ($3,000 for the year ended
        August
        31, 2005), respectively, for the year ended August 31, 2006.
 
 b) The
        Company incurred management fees of $11,289 and $11,248 for services provided
        by
        the president and director of the Company, and the chairman of the Company,
        respectively, for the year ended August 31, 2006. No management fees were
        incurred for the year ended August 31, 2005.
 
 The
        Company entered into a management agreement on April 19, 2006 with its president
        whereby the president will provide services to the Company for twelve months
        at
        the rate of $5,000 Australian dollars per month ($3,800 US dollars at August
        31,
        2006). Either the Company or the president may terminate the agreement for
        any
        reason by delivering written notice of termination 30 days prior to termination
        date.
 
 c)
              The
                  Company incurred consulting fees of $21,597 during the year ended
                  August
                  31, 2006 for administration, office rent, accounting and company
                  secretarial services provided by a company in which the president
                  and
                  director and the chairman are directors and shareholders. As of
                  August 31,
                  2006, the Company has $10,000 accrued for services provided under
                  this
                  agreement.
  5.Mineral
        Properties
 
 a) De
        Beira
        1 Mineral Claim
 
 During
        the year ended August 31, 2005, the Company staked the De Beira 1 mineral
        claim,
        located in British Columbia, Canada. The claim was registered in the name
        of the
        former president of the Company, who had executed a trust agreement whereby
        the
        former president agreed to hold the claim in trust on behalf of the Company.
        During the year ended August 31, 2006, the Company relinquished ownership
        of the
        De Beira 1 mineral claim.
 
 b) Titiribi
        Gold/Copper Project
  The
                  Company entered into an agreement with Goldplata Corporation Limited,
                  Goldplata Resources Inc. and Goldplata Resources Sucursal Colombia
                  (the
                  “Goldplata Group”) dated May 6, 2006, whereby the Company was granted an
                  option to acquire up to 70% interest in the Titiribi Gold/Copper
                  project
                  in Colombia, South America. The agreement allows the Company to
                  acquire an
                  initial interest of 65% by sole funding $8 million in exploration
                  expenditures within a 3 year period (the “Option Period”). The Option
                  Period commenced on June 9, 2006. After acquiring 65% interest,
                  the
                  Company has 60 days to elect to sole fund further expenditures
                  in order to
                  acquire another 5%, giving it a total interest of 70%. The additional
                  interest is to be acquired upon the earlier of completing a bankable
                  feasibility study or spending a further $12 million, both within
                  a period
                  of no more than 3 years from the time of the election. The Company
                  may not
                  withdraw from the agreement after the start of the Option Period
                  until it
                  either incurs $1 million in exploration expenditures or pays $1
                  million to
                  the Goldplata Group. For the year ended August 31, 2006, $130,000
                  of
                  exploration expenditures have been paid by the Company and recorded
                  as
                  mineral property and exploration costs on the statement of operations.
                  Subsequent to August 31, 2006, the Company paid an additional $730,000
                  to
                  Goldplata under the agreement.
 
 c)  Peruvian
        Gold / Silver Projects
 
 On
                  July 5, 2006, the Company entered into agreements with the Goldplata
                  Group
                  to acquire an interest of up to 70% in the Condoroma and Suyckutambo
                  Projects in Peru. The Company was granted an option to acquire
                  up to 70%
                  interest in each of these two projects on identical terms. The
                  agreements
                  allow the Company to acquire an initial interest of 65% by sole
                  funding $4
                  million in exploration expenditures within a 3 year period (the
“Option
                  Period”). The Option Period commenced on August 4, 2006. After acquiring
                  65%, the Company has 60 days to elect to sole fund further expenditures
                  in
                  order to acquire another 5%, giving it a total interest of 70%.
                  The
                  additional interest is to be acquired upon the earlier of completing
                  a
                  bankable feasibility study or spending a further $6 million, both
                  within a
                  period of no more than 3 years from the time of the election. The
                  Company
                  may not withdraw from the agreement after the start of the Option
                  Period
                  until it either incurs $0.5 million in exploration expenditures
                  or pays
                  $0.5 million to the Goldplata Group. For the year ended August
                  31, 2006,
                  $45,000 of exploration expenditures have been paid by the Company
                  on the
                  Condoroma project and recorded as mineral property and exploration
                  costs
                  on the statement of operations. Subsequent to August 31, 2006,
                  the Company
                  paid an additional $160,000 to Goldplata under the agreement.
  **Page
            - 48**
  6.Stockholders’
        Equity
 
 a)
            Common
                stock  Stock
        splits and stock cancellations:
  On
        March
        10, 2006, the Company declared a stock split effected in the form of a stock
        dividend on the basis of seven additional shares of common stock being issued
        for every one share of common stock outstanding.
  On
        May
        25, 2006 and June 9, 2006, the Company completed the return and cancellation
        of
        30,000,000 and 6,000,000 common shares to the treasury, respectively. The
        shares
        were returned by the former president of the Company.
  Effective
        June 15, 2006, the Company declared a 3 for 2 stock split of its common
        shares.
  All
        share
        and per-share information included in the accompanying financial statements
        for
        all periods presented have been adjusted to retroactively reflect the stock
        splits. In addition, the net loss per share amounts and stockholders’ equity
        (deficiency) have been retroactively restated (accounted for as a
        recapitalization) to reflect the return and cancellation of 36,000,000 common
        shares by the former president of the Company.
  Common
        stock issuances:
  On
        May
        28, 2004, the Company issued 6,000,000 shares of common stock to the then
        President of the Company for reimbursement of legal expenses of $500 incurred
        on
        behalf of the Company.
  On
        June
        30, 2005, the Company issued 6,000,000 shares of common stock for cash proceeds
        of $25,000.
  On
        April
        15, 2005, the Company issued 22,500,000 shares of common stock for cash proceeds
        of $18,750.
  On
        March
        22, 2005 the Company issued 36,000,000 shares of common stock for cash proceeds
        of $3,000.
  On
        June
        8, 2006, the Company completed a private placement with a director of the
        Company for 714,285 common shares at a price of $2.80 per share for proceeds
        of
        $2,000,000.
  On
        August
        30, 2006, the Company completed a private placement of 1,250,000 units at
        a
        price of $2.00 per unit for proceeds of $2,500,000. Each unit consists of
        one
        common share and one common share purchase warrant. Each share purchase warrant
        entitles the holder to acquire one additional common share at an exercise
        price
        of $2.50 per share for a period of two years expiring August 31,
        2008.
 During
          November 2006, the Company has completed private placements for 3,095,000
          shares
          of restricted common stock at $.80 per share, raising proceeds of $2,476,000.
          The Company has also received $3,150,000 from subscriptions for 3,937,500
          shares
          of common stock at $.80 per share, for which the shares have not been
          issued.
 b)
            Warrants 
 As
        of
        August 31, 2006, the Company had 1,250,000 common share purchase warrants
        outstanding. The weighted average exercise price for the outstanding warrants
        is
        $2.50 and the weighted average life as of August 31, 2006 is two years. No
        warrants were exercised or cancelled during the year ended August 31, 2006.
 
 **7.
        Income Taxes**
  The
        components of the Company’s net deferred tax asset for the years ended August
        31, 2006 and 2005, and the statutory tax rate, the effective tax rated and
        the
        valuation allowance are as follows:
  August
                  31,
              August
                  31,2006
              2005Net operating losses
              849,100
              7,300Statutory tax rate
              35%
              35%Effective tax rate
              -
              -Deferred tax asset
              297,200
              2,560Valuation
                allowance
              (297,200)
              (2,560)Net
                deferred tax asset
              -
              -
 
 
 The
        Company has net operating loss carry-forwards for tax purposes of approximately
        $849,100 which commence expiring in 2025. The utilization of the net operating
        loss carry-forwards cannot be assured.
 
 Deferred
        income tax reflects the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial reporting purposes
        and
        the amounts used for income tax purposes. The Company provided a valuation
        allowance of 100% of its net deferred tax asset due to the uncertainty of
        generating future profits that would allow for the realization of such deferred
        tax assets.
 
 
 **Page
            - 49**