UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





FORM
10-K








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





For the
fiscal year ended  August
31,
2009





[    ]
            TRANSITION
      REPORT PURSUANT TO 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.(Exact
      name of registrant as specified 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)





Registrant’s
telephone number, including area code  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 registeredNone
            N/A








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








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





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


[    ]
Yes         [ X
]  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


[    ]
Yes         [ X
]  No





Note - Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13
or Section 15(d) of the Exchange Act from their obligations under those
sections.




Page
- 1


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








Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


[    ]
Yes         [   ]  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to
this Form 10-K. [    ]





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





Larger
accelerated
filer                                 [     ]                                                                                      
            Accelerated
filer                                                      
[     ]


Non-accelerated
filer                                      [     ]  (Do not check if a smaller reporting
company)              Smaller
reporting
company                                         
[ X ]





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


[
X ]
Yes         [    ]  No





The
aggregate market value of the common stock of the registrant held by
non-affiliates as of February 28, 2009 the last business day of the
registrant’s most recently completed second fiscal quarter based on the closing
sale price of the registrant’s common stock on that date as reported on the Over
the Counter Bulletin Board was $1,682,213 (37,382,500 X $0.045).





There
were 66,046,785 shares of common stock outstanding on December 15,
2009.











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.)





Page
- 2








TABLE
OF CONTENTS


PART
I




Item
      1. Business
            4Item
      1A. Risk Factors
            7Item
      1B. Unresolved Staff Comments
            7Item 2.
    Properties
            8Item 3. Legal
      Proceedings
            8Item 4. Submission of Matters
      to a Vote of Security Holders
            8








PART
II




Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
            8Item 6. Selected Financial
      Data
            13Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            13Item
      7A. Quantitative & Qualitative Disclosure About Market
      Risk
            15Item
      8. Financial Statements and Supplementary Data
            16Balance
      Sheets
            F -
  2Statements of
      Operations
            F -
  3Statements of Cash
      Flows
            F -
  4Statements of Stockholders’ Equity
      (Deficit)
            F -
  5Notes
      to the Financial StatementsItem
      9A. Controls and Procedures
            18Item
      9B. Other Information
            18











PART
      III






Item
      10. Directors, Executive Officer and Corporate Governance
            18Item
      11. Executive Compensation
            20Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stock Matters
            21Item
      13. Certain Relationships and Related Transactions and Director
      Independence
            22Item
      14. Principal and Accountant Fees and Services
            22










PART
      IV









Item
      15. Exhibits and Financial Statement Schedules
            24SIGNATURESEXHIBIT
      INDEX



















Page
- 3





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-K for the fiscal year ended August 31, 2009, 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-K
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 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
1859 Whitney Mesa Drive, Henderson, Nevada, 89014.





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 mineral properties in order to assess whether
these claims possess commercially exploitable mineral deposits.  De
Beira’s exploration program will be 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 June
15, 2006, De Beira entered into an agreement with Emco Corporation (“Emco”) 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. However, on December 9,
2007 De Beira entered into an agreement with Emco to cancel the previously
executed acquisition agreement, as the Company concluded that it is not
presently in its best interests to settle the acquisition.





Page
- 4


De Beira
has an authorized capital of 75,000,000 shares of common stock with a par value
of $0.001 per share with 66,046,785 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.





A small
number of interesting projects are presently being reviewed, but it is too early
to say whether they may be considered appropriate for acquisition.





Management’s
objective is to recapitalize De Beira, raise new capital and seek new investment
opportunities in the mineral sector. Management believes that its worldwide
industry contacts will make it possible to identify and assess new projects for
acquisition purposes.





Additionally,
De Beira’s is seeking a viable business opportunity through acquisition, merger
or other suitable business combination method.





De Beira
will attempt to locate and negotiate with a target business for the merger of a
target business into De Beira.  In certain instances, a target
business may want to become a subsidiary of De Beira or may want to contribute
assets to De Beira rather than merge.  It is anticipated that
management will contact broker-dealers and other persons with whom they are
acquainted who are involved with corporate finance matters to advise them of De
Beira’s existence and to determine if any companies or businesses that they
represent have a general interest in considering a merger or acquisition with De
Beira.  No assurance can be given that De Beira will be successful in
finding or acquiring a viable target business.  Furthermore, no
assurance can be given that any business opportunity, which does occur, will be
on terms that are favorable to De Beira or its current
stockholders.





A target
business, if any, which may be interested in a business combination with De
Beira may include (1) a company for which a primary purpose of becoming public
is the use of its securities for the acquisition of assets or businesses; (2) a
company that is unable to find an underwriter of its securities or is unable to
find an underwriter of securities on terms acceptable to it; (3) a company that
wants to become public with less dilution of its common stock than would occur
normally upon an underwriting; (4) a company that believes that it will be able
to obtain investment capital on more favorable terms after it has become public;
(5) a foreign company that wants to gain an initial entry into the United States
securities market; (6) a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a qualified Employee
Stock Option Plan; or (7) a company seeking one or more of the other perceived
benefits of becoming a public company.





Management
believes that there are perceived benefits to being a reporting company with a
class of publicly-registered securities.  These are commonly thought
to include (1) the ability to use registered securities to make acquisition of
assets or businesses; (2) increased visibility in the financial community; (3)
the facilitation of borrowing from financial institutions; (4) improved trading
efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising
capital; (7) compensation of key employees through stock options; (8) enhanced
corporate image; and (9) a presence in the United States capital
market.





De Beira
anticipates that the target businesses or business opportunities presented to it
will (1) either be in the  process of formation, or be recently
organized with limited operating history or a history of losses attributable to
under-capitalization or other factors; (2) experiencing financial or operating
difficulties; (3) be in need of funds to develop new products or services or to
expand into a new market, or have plans for rapid expansion through acquisition
of competing businesses; (4) or other similar characteristics.  De
Beira intends to concentrate its acquisition efforts on properties or businesses
that management believes to be undervalued or that management believes may
realize a substantial benefit from being publicly owned.  Given the
above factors, investors should expect that any target business or business
opportunity may have little or no operating history, or a history of losses or
low profitability.





Page
- 5


De Beira
does not propose to restrict its search for business opportunities to any
particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited
resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others.  De Beira’s discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.  However,
management believes that any potential business opportunity must provide audited
financial statements for review, for the protection of all parties to the
business combination.  One or more attractive business opportunities
may choose to forego the possibility of a business combination with De Beira,
rather than incur the expenses associated with preparing audited financial
statements.





Management,
which in all likelihood will not be experienced in matters relating to the
business of a target business, will rely upon its own efforts in accomplishing
De Beira’s business purposes.  Outside consultants or advisors may be
utilized by De Beira to assist in the search for qualified target
companies.  If De Beira does retain such an outside consultant or
advisor, any cash fee earned by such person will need to be assumed by the
target business, as De Beira has no cash assets with which to pay such
obligation.





Management
does not have the capacity to conduct as extensive an investigation of a target
business as might be undertaken by a venture capital fund or similar
institution.  The analysis of new business opportunities will be
undertaken by, or under the supervision of De Beira’s officers and directors,
who are not professional business analysts.  In analyzing prospective
business opportunities, management may consider such matters as:





• the available technical, financial
and managerial resources;


• working capital and other financial
requirements; history of operations, if any;


• prospects for the
future;


• nature of present and expected
competition;


• the quality and experience of
management services which may be available and the depth of that
management;


• the
potential for further research, development, or exploration;


•
specific risk factors not now foreseeable but which then may be anticipated to
impact our proposed activities;


• the
potential for growth or expansion;


• the
potential for profit; and


• the
perceived public recognition or acceptance of products, services, or trades name
identification.





A target
business may have an agreement with a consultant or advisor, providing that
services of the consultant or advisor be continued after any business
combination.  Additionally, a target business may be presented to De
Beira only on the condition that the services of a consultant or advisor be
continued after a merger or acquisition.  Such pre-existing agreements
of target businesses for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the selection of a
target business.





In
implementing a structure for a particular target business acquisition, De Beira
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.  De Beira may
also acquire stock or assets of an existing business.  Depending upon
the nature of the transaction, the current officers and directors of De Beira
may resign their management and board positions with De Beira in connection with
a change of control or acquisition of a business opportunity and be replaced by
one or more new officers and directors.





It is
anticipated that any securities issued in any reorganization would be issued in
reliance upon exemption from registration under applicable federal and state
securities laws.  In some circumstances however, as a negotiated
element of its transaction, De Beira may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter.  If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after De Beira has
entered into an agreement for a business combination or has consummated a
business combination.  The issuance of additional securities and their
potential sale into De Beira’s trading market may depress the market value of De
Beira’s securities in the future.





With
respect to any merger or acquisition negotiations with a target business,
management expects to focus on the percentage of De Beira that the target
business stockholder would acquire in exchange for their shareholdings in the
target business.  Depending upon, among other things, the target
business’s assets and liabilities, De Beira’s shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in De Beira
following any merger or acquisition.  Any merger or acquisition
effected by De Beira can be expected to have a significant dilutive effect on
the percentage of shares held by De Beira’s shareholders at that
time.





Page
- 6


At the
present time, management has not identified any target business or business
opportunity that it plans to pursue, nor has De Beira reached any agreement or
definitive understanding with any person concerning an acquisition or a business
combination.  When any such agreement is reached or other material
fact occurs, De Beira will file notice of such agreement or fact with the
Securities and Exchange Commission on Form 8-K.  Persons reading this
Form 10-K are advised to determine if De Beira has subsequently filed a Form
8-K.





Management
anticipates that the selection of a business opportunity in which to participate
will be complex and without certainty of success.  Management believes
(but has not conducted any research to confirm) that there are numerous firms
seeking the perceived benefits of a publicly registered
corporation.  Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for acquisitions, and
providing liquidity for stockholder’s investments.  Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.





Property
Interests





De Beira
does not have any mineral property assets or mineral property
interests.





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
is not subject to any government controls or regulations as the Company has no
interests in any mineral projects.





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





There are
no employees at the present time.





Item
1A .  Risk Factors





De Beira
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Item
1B.  Unresolved Staff Comments





De Beira
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Page
- 7


Item
2.                      Description
of Property





As at the
date of this report De Beira does not own any mineral properties or mineral
property interests.





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 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 Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.





(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.PK”.





The table
on the next page gives the high and low bid information for each fiscal quarter
De Beira’s common stock has been quoted for the last three fiscal years and for
the interim period ended November 23, 2009.  The bid information was
obtained from Pink OTC Markets, Inc. (fka Pink Sheets LLC) and reflects
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.





High
      & Low BidsPeriod
      ended
            High
            Low
            Source18
      December 2009
            $0.0504
            $0.0502
            Pink
      OTC Markets, Inc.30
      November 2009
            $0.10
            $0.04
            Pink
      OTC Markets, Inc31
      August  2009
            $0.0405
            $0.031
            Pink
      OTC Markets, Inc.31
      May 2009
            $0.041
            $0.031
            Pink
      OTC Markets, Inc.28
      February 2009
            $0.045
            $0.045
            Pink
      OTC Markets, Inc.30
      November 2008
            $0.125
            $0.041
            Pink
      OTC Markets, Inc.31
      August 2008
            $0.135
            $0.11
            Pink
      OTC Markets, Inc.31
      May 2008
            $0.22
            $0.10
            Pink
      OTC Markets, Inc.29
      February 2008
            $0.40
            $0.21
            Pink
      OTC Markets, Inc.30
      November 2007
            $0.72
            $0.37
            Pink
      Sheets, LLC31
      August 2007
            $1.03
            $0.52
            Pink
      Sheets, LLC31
      May 2007
            $1.20
            $0.76
            Pink
      Sheets, LLC28
      February 2007
            $2.04
            $1.06
            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, LLC





(b)           Holders
of Record





De Beira
has approximately 57 holders of record of De Beira’s common stock as of December
15, 2009 according to a shareholders’ list provided by De Beira’s transfer agent
as of that date.  The number of registered shareholders does not
include any estimate by De Beira of the number of beneficial owners of common
stock held in street name.  The transfer agent for De Beira’s common
stock is Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada,
89014 and their telephone number is 702-818-5898.




Page
- 8


(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 second 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-K, except
for the following:





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 2 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.





January 2007 - $0.80 Private
Placement Offering





On
January 2, 2007, the board of directors authorized the issuance of 1,687,500
restricted shares of common stock at a subscription price of $0.80 per
restricted share.  De Beira raised $1,350,000 in cash in this closing,
and issued an aggregate 1,687,500 restricted shares of common stock to 10 non-US
subscribers outside the United States.





Also,
under this same offering, on January 25, 2007, the board of directors authorized
the issuance of an additional 1,500,000 restricted shares of common stock at a
subscription price of $0.80 per restricted share.  De Beira raised
$1,200,000 in cash in this closing, and issued an aggregate 1,500,000 restricted
shares of common stock to 2 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
12 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.





February 2007 - $0.80
Private Placement Offering





On
February 9, 2007, the board of directors authorized the issuance of 1,250,000
restricted shares of common stock at a subscription price of $0.80 per
restricted share.  De Beira raised $1,000,000 in cash in this closing,
and issued an aggregate 1,250,000 restricted shares of common stock to one
non-US subscribers outside the United States.





Also,
under this same offering, on February 28, 2007, the board of directors
authorized the issuance of an additional 100,000 restricted shares of common
stock at a subscription price of $0.80 per restricted share.  De Beira
raised $80,000 in cash in this closing, and issued an aggregate 100,000
restricted shares of common stock to one 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”.





Page
- 9


For the
two 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.





February 2009 - $0.01
Private Placement Offering





On
February 28, 2009, the board of directors authorized the issuance of 1,600,000
restricted shares of common stock at a subscription price of $0.01 per
restricted share.  De Beira raised $16,000 in cash in this closing,
and on June 19, 2009 issued an aggregate 1,600,000 restricted shares of common
stock to three 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
three non-US subscribers outside the United States in this one 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 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 resale 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.








February 2009 - $0.01 Shares
For Debt Offering





Also, on
February 28, 2009, the board of directors approved the settlement of debt for
shares at a settlement price of $0.01 per restricted share.   De
Beira settled $125,000 in debt in this closing, and on June 19, 2009 issued an
aggregate 12,500,000 restricted shares of common stock to four non-US creditors
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
four non-US creditors outside the United States in this one 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 settlement of debt was not a public
offering and was not accompanied by any general advertisement or any general
solicitation.  De Beira received from each creditor a completed and
signed shares for debt agreement containing certain representations and
warranties, including, among others, that (a) the creditor was not a U.S.
person, (b) the creditor accepted the shares for debt for their own investment
account and not on behalf of a U.S. person, and (c) there was no prearrangement
for the resale 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
- 10


May 2009 - $0.01 Shares For
Debt Offering





On May
29, 2009, the board of directors approved the settlement of debt for shares at a
settlement price of $0.01 per restricted share.   De Beira
settled $15,000 in debt in this closing, and on June 19, 2009 issued an
aggregate 1,500,000 restricted shares of common stock to two non-US creditors
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
two non-US creditors outside the United States in this one 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 settlement of debt was not a public
offering and was not accompanied by any general advertisement or any general
solicitation.  De Beira received from each creditor a completed and
signed shares for debt agreement containing certain representations and
warranties, including, among others, that (a) the creditor was not a U.S.
person, (b) the creditor accepted the shares for debt for their own investment
account and not on behalf of a U.S. person, and (c) there was no prearrangement
for the resale 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.





October 2009 - $0.01 Private
Placement Offering





On
October 19, 2009, the board of directors authorized the issuance of 4,000,000
restricted shares of common stock at a subscription price of $0.01 per
restricted share.  De Beira raised $40,000 in cash in this closing,
and on October 19, 2009 issued an aggregate 4,000,000 restricted shares of
common stock to two 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
two non-US subscribers outside the United States in this one 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 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 resale 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.





October 2009 - $0.01 Shares
For Debt Offering





On
October 19, 2009, the board of directors approved the settlement of debt for
shares at a settlement price of $0.01 per restricted share.   De
Beira settled $23,500 in debt in this closing, and on October 19, 2009 issued an
aggregate 2,350,000 restricted shares of common stock to two non-US creditors
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
two non-US creditors outside the United States in this one 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 settlement of debt was not a public
offering and was not accompanied by any general advertisement or any general
solicitation.  De Beira received from each creditor a completed and
signed shares for debt agreement containing certain representations and
warranties, including, among others, that (a) the creditor was not a U.S.
person, (b) the creditor accepted the shares for debt for their own investment
account and not on behalf of a U.S. person, and (c) there was no prearrangement
for the resale 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
- 11


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





The SEC
has also adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks.  Penny stocks are generally equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).





The
shares of De Beira will remain penny stock for the foreseeable
future.  The classification of penny stock makes it more difficult for
a broker-dealer to sell the stock into a secondary market, which makes it more
difficult for a purchaser to liquidate his or her investment.  Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in De Beira will be subject to rules 15g-1 through 15g-10 of the Exchange
Act.  Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.





The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the SEC, which:





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


·
            contains
      a description of the broker’s or dealer’s duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other
requirements;


·
            contains
      a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny
      stocks and the significance of the spread between the bid and ask
      price;


·
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;


·
            defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and


·
            contains
      such other information and is in such form (including language, type,
      size, and format) as the Commission shall require by rule or
      regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer:





·
            with
      bid and offer quotations for the penny
stock;


·
            the
      compensation of the broker-dealer and its salesperson in the
      transaction;


·
            the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and


·
            monthly
      account statements showing the market value of each penny stock held in
      the customer’s account.





Page
- 12


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





Item
6.                      Selected
Financial Data





De Beira
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Item
7.                      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.





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.  De Beira is an Exploration Stage Company, as defined by
Statement of Financial Accounting Standard No. 7 “Accounting and Reporting for
Development Stage Enterprises”.





The
financial statements for the year ended August 31, 2009 have been prepared
assuming De Beira will continue as a going concern.  De Beira has
incurred net losses of approximately $154,600 and $66,700 for the years ended
August 31, 2009 and 2008.  The report of the independent registered
public accounting firm on De Beira’s financial statements as of and for the year
ended August 31, 2009 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 its financial
statements, and does not include any adjustments that might result from the
outcome of this uncertainty.  There is no guarantee that De Beira will
be able to raise the funds or raise further capital for the operations planned
in the future.





Plan
of Operation





Management’s
objective is to recapitalize the Company, raise new capital and seek new
investment opportunities in the mineral sector. De Beira will continue to
identify and assess undervalued mineral properties when capital raisings are
completed.  A small number of interesting projects are presently being
reviewed, but it is too early to say whether they may be considered appropriate
for acquisition.





Results
of Operations





De Beira
has generated no operating revenues since its inception on May 28, 2004 through
the year ended August 31, 2009.  For the year ended August 31, 2009,
De Beira had interest income of $252 compared to $1,286 for the year ended
August 31, 2008.





Total
expenses for the year ended August 31, 2009 were $88,584 compared to $1,244,109
for the year ended August 31, 2008.  Expenses were lower in fiscal
year 2009 than 2008 primarily due to no mineral property and exploration costs
being incurred during 2009 and $843,914 during the previous fiscal year.
Management fees, professional fees and travel costs ($90,988 versus $351,562)
were lower in fiscal year 2009 than 2008 primarily due to lower expenditures for
corporate promotions, public relations, legal fees, accounting and audit fees as
a result of decreased company activity.





Liquidity
and Capital Resources





As of
August 31, 2009, De Beira had cash of $72,424 and a working capital deficit of
$1,175,055.   During the year ended August 31, 2009, De Beira
used $20,211 in operating activities compared to $318,356 in the prior year. As
previously noted, De Beira is not generating revenues and accordingly has not
generated any 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
- 13


During
the year ended August 31, 2009, De Beira received $56,000 through private
placements of common stock compared to zero in the prior year. During the prior
year, De Beira repaid loans to related parties using cash of $177,581. During
the year ended August 31, 2009, no cash was used to repay any debt, however,
$140,000 of debt and accrued expenses were converted to common
stock.





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.





Valuation
of loan advances





De Beira
evaluates loan advances for possible collectibility concerns on a quarterly
basis. De Beira considers both the intent or ability of the borrower to repay
the loan advances as part of its collectibility analysis. Allowances are
recorded against the loan advances in an amount management believes would be
adequate to cover estimated losses, based on its evaluation of the
collectibility of the loan advances.





Outlook





As of
August 31, 2009, De Beira had cash and cash equivalents of $72,424 and a working
capital deficit of $1,175,055.  De Beira will need to raise additional
capital to execute its business plan of project identification and
assessment.  Although the agreement for the acquisition of an 80%
interest in Minanca has been cancelled, management continues to seek recovery of
all or part of the $6.1 million owed to De Beira on the loan. As mentioned
previously, management intends to recapitalize the Company, raise new capital
and seek new investment opportunities within the mineral sector. Management
believes that its worldwide industry contacts will make it possible to raise
capital and identify and assess new projects.





If De
Beira does not receive sufficient funding on a timely basis, it could have a
material adverse effect on its liquidity, financial condition and business
prospects.  Additionally, if De Beira receives funding, it may be on
terms that are not favorable to De Beira and its shareholders.





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.





Page
- 14


Recent
Accounting Pronouncements





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, The Fair Value Option for
Financial Assets and Financial Liabilities-Including an Amendment of FASB
Statement No.115 (SFAS 159). SFAS 159 allows companies the choice to
measure many financial instruments and certain other items at fair value. This
gives the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. SFAS 159 was effective for the Company on
September 1, 2008. The adoption of SFAS 159 did not have an impact on the
Company’s financial statements.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
157).  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 157 was effective for the Company on September 1,
2008.  The adoption of SFAS 157 did not have an impact on the
Company’s financial statements.





In
December 2007, the FASB issued SFAS No. 160 (SFAS 160), Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest (minority interest) in a subsidiary and for the
deconsolidation of a subsidiary.  Upon adoption of SFAS 160, effective
for the Company as of September 1, 2009, any noncontrolling interests will be
classified as equity in the Company's financial statements and any income and
comprehensive income attributed to the noncontrolling interest will be included
in the Company's income and comprehensive income.  The presentation
and disclosure provisions of this standard must be applied retrospectively upon
adoption.  The adoption of SFAS 160 is not expected to have an impact
on the Company’s financial statements.





In
December 2007, the FASB issued FASB Statement No. 141R (SFAS 141R),
Business Combinations,
which changes how business acquisitions are accounted for.  SFAS 141R
requires the acquiring entity in a business combination to recognize all (and
only) the assets acquired and liabilities assumed in the transaction and
establishes the acquisition-date fair value as the measurement objective for all
assets acquired and liabilities assumed in a business combination.  Certain
provisions of this standard will, among other things, impact the determination
of acquisition-date fair value of consideration paid in a business combination
(including contingent consideration); exclude transaction costs from acquisition
accounting; and change accounting practices for acquired contingencies,
acquisition-related restructuring costs, in-process research and development,
indemnification assets, and tax benefits.  SFAS 141R is effective for the
Company on September 1, 2009.  The adoption of SFAS 141R is not
expected to have a material impact on the Company’s financial statements, unless
the Company enters into any future business acquisitions.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No.
165”). SFAS No. 165 is effective for interim or annual periods ending after June
15, 2009 and establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. An entity must disclose the date
through which subsequent events have been evaluated, as well as whether that
date is the date the financial statements were issued, or the date they were
available to be issued.





In June
2009, the FASB issued SFAS No. 168 (SFAS 168) Accounting Standards
Codification and the
Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB
Statement No. 162.  SFAS 168 establishes the FASB Accounting
Standards Codificationas
the single official source of authoritative accounting principles recognized by
the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with US GAAP. SFAS 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.  On the effective date, all non-SEC accounting and
reporting standards will be superseded.  The Company will adopt SFAS
168 for the quarterly period ending November 30, 2009, as required, and adoption
is not expected to have a material impact on the Company’s financial
statements.





Item
7A. Quantitative and Qualitative Disclosures About Market Risk





De Beira
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Page
- 15


Item
8.                      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.  See Exhibit A – Financial Statements
attached below.





The
Report of De Beira’s Independent Registered Public Accounting Firm, GHP Horwath,
P.C., on its audited financial statements as of August 31, 2009 and 2008 and for
each of the years then ended, and for the period from May 28, 2004 (inception)
through August 31, 2009 is included immediately preceding the audited financial
statements at the end of this Report.





Item
9.                      Changes
and Disagreements with Accountants on Accounting and Financial
Disclosure





Not
applicable





Item
9A. Controls and Procedures





Disclosure
Controls and Procedures





In
connection with the preparation of this annual report on Form 10-K, an
evaluation was carried out by De Beira’s management, with the participation of
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of De Beira’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of August
31, 2009.  Disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the SEC rules and forms and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and the Chief Financial Officer, to allow timely decisions regarding
required disclosures.





Based on
that evaluation, De Beira’s management concluded, as of the end of the period
covered by this report, that De Beira’s disclosure controls and procedures were
not effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the SEC rules and
forms and that such information was not accumulated or communicated to
management to allow timely decisions regarding required disclosure, for the
reasons listed below in management’s report on internal control over financial
reporting.





Management’s Report on
Internal Controls over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as required by Sarbanes-Oxley (SOX) Section 404
A.  De Beira’s internal control over financial reporting is a process
designed under the supervision of De Beira’s Chief Executive Officer and Chief
Financial Officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of De Beira’s financial statements for
external purposes in accordance with U.S. generally accepted accounting
principles.  Internal control over financial reporting includes those
policies and procedures that:





·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of De Beira’s
      assets;





·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures are
      being made only in accordance with authorizations of management and the
      Board of Directors; and





·
            provide reasonable assurance regarding prevention or timely
      detection of unauthorized acquisition, use, or disposition of De Beira’s
      assets that could have a material effect on the financial
      statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





Management
conducted an assessment of the effectiveness of the Company’s internal control
over financial reporting as of August 31, 2009, based on criteria established in
Internal Control –Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).  As a result
of this assessment, management identified material weaknesses in internal
control over financial reporting.





Page
- 16


A
material weakness is a control deficiency, or a combination of deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of De Beira’s annual or interim
financial statements will not be prevented or detected on a timely
basis.





The
matters involving internal controls and procedures that management considered to
be material weaknesses under the standards of the Public Company Accounting
Oversight Board were: (1) lack of a functioning audit committee and lack of a
majority of outside directors on De Beira’s board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with
control objectives; (3) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (4) ineffective
controls over period end financial disclosure and reporting
processes.  The aforementioned material weaknesses were identified by
De Beira’s Chief Financial Officer in connection with the audit of its financial
statements as of August 31, 2009 and these matters were communicated to the
board of directors.





As a
result of the material weaknesses in internal control over financial reporting
described above, management has concluded that, as of August 31, 2009, De
Beira’s internal control over financial reporting was not effective based on the
criteria in Internal Control –
Integrated Frameworkissued by COSO.





Management
believes that the material weaknesses set forth above did not have an affect on
De Beira’s financial results.  Management also believes that the lack
of a functioning audit committee and lack of a majority of outside directors on
De Beira’s board of directors caused and continues to cause an ineffective
oversight in the establishment and monitoring of the required internal controls
over financial reporting.





De Beira
is committed to improving its financial organization.  As part of this
commitment and when funds are available, De Beira will create a position within
De Beira’s accounting and finance team to segregate duties consistent with its
control objectives and will increase its personnel resources and technical
accounting expertise within the accounting function by:  i) appointing
one or more outside directors to its board of directors who will also be
appointed to the audit committee of De Beira resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls over financial reporting; and ii)
preparing and implementing sufficient written policies and checklists that will
set forth procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure
requirements.





Management
believes that the appointment of one or more outside directors, who will also be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on De
Beira’s Board.  In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses:  (i) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and
(ii) ineffective controls over period end financial close and reporting
processes.  Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result proper
segregation of duties and provide more checks and balances within the
department.  Additional personnel will also provide the cross training
needed to support De Beira if personnel turn-over issues within the department
occur.  This coupled with the appointment of additional outside
directors will greatly decrease any control and procedure issues De Beira may
encounter in the future.





Management
will continue to monitor and evaluate the effectiveness of De Beira’s internal
controls over financial reporting on an ongoing basis and is committed to taking
further action and implementing additional enhancements or improvements, as
necessary and as funds allow.





De
Beira’s independent auditors have not issued an attestation report regarding De
Beira’s internal control over financial reporting.  As a result, this
annual report does not include such a report.  De Beira was not
required to have, nor has De Beira, engaged its independent registered public
accounting firm to perform an audit of internal control over financial reporting
pursuant to the rules of the Securities and Exchange Commission that permit De
Beira to provide only management’s report in this annual report.





Page
- 17


Changes
in Internal Controls





There
were changes in De Beira’s internal controls over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended August
31, 2009, that materially affected, or are reasonably likely to materially
affect, De Beira’s internal control over financial reporting.





During
the quarter ended August 31, 2009, management completed its assessment of De
Beira’s internal controls over financial reporting and found the internal
controls to be ineffective.  As a result of such assessment, in June
2009 management decided that certain changes to De Beira’s internal controls
over financial reporting were required, as discussed above, and those changes
materially affected De Beira’s internal control over financial reporting when
implemented.





Also, in
June 2009 management made certain changes to De Beira’s disclosure controls and
procedures and implemented certain remediation procedures, as discussed
above.





Item
9B.  Other Information





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





PART
III





Item
10.                      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 officers and directors that
held their positions during or since the fiscal year ended August 31, 2009 are
set forth below:





Name
      and Address
            Age
            PositionsKlaus
      Eckhof
              30
      Ledgar Road
              Balcatta,
      Western Australia, 6021
            51
            Chairman,
      Chief Executive Officer and directorSusmit
      Shah
              30
      Ledgar Road
              Balcatta,
      Western Australia, 6021
            53
            Chief
      Financial Officer, and Treasurer, Corporate
  Secretary





Klaus
EckhofDipl. Geol. TU, AusIMM●  Mr. Eckhof  has been the Chairman of De Beira
since May 2006 and was appointed sole director and Chief Executive Officer on
June 1, 2008.  Mr. Eckhof is a senior exploration geologist and a
member of the Australian Institute of Mining and Metallurgy. Mr Eckhof has many
global contacts and has been instrumental in sourcing and developing successful
projects in Australia, Africa, Russia, South America and the
Philippines.





Since
1994, Mr. Eckhof has managed his own geological consultancy company and has
considerable experience in assessing and acquiring mineral prospects around the
world.  He was formerly President and Chief Executive Officer of Moto
Goldmines Limited, a company which is listed on the Toronto Stock Exchange and
within 4 years from Mr Eckhof’s appointment discovered just under 20,000,000
ounces of gold and completed a Bankable Feasibility Study (BFS) in the
Democratic Republic of Congo (DRC).  He is currently Chief Executive
officer of KILO Goldmines Ltd.





Page
- 18


During
the past three years, Mr. Eckhof has also served as a director of the following
listed companies: Moto Goldmines Limited (February 2003 - January 2008),
Elemental Minerals Ltd (February 2006 - November 2007), Aurora Gold Inc (July
2004 to May 2007), Condor Resources Limited (since September 1996), African
Metals Corporation (since November 2005), Carnavale Resources Ltd (since January
2008) and Windy Knob Resources Ltd (since April 2008).








Susmit Mohanlal
Shah CA, Corporate● Mr. Shah 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 15 years, Mr. Shah has been involved
with a diverse range of Australian public listed companies in company
secretarial and financial roles.





(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)           Nomination
Procedure for Directors





De Beira
does not have a standing nominating committee; recommendations for candidates to
stand for election as directors are made by the board of
directors.  De Beira has not adopted a policy that permits
shareholders to recommend candidates for election as directors or a process for
shareholders to send communications to the board of directors.





(g)           Audit
Committee Financial Expert





De Beira
does not have a separately-designated standing audit committee. Susmit Shah, De
Beira’s chief financial officer has skills and experience commensurate with an
“audit committee financial expert”.





Page
- 19


(h)           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.  De Beira’s board of
directors 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.





(i)           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.





Item
11.  Executive Compensation





De Beira
has paid $43,799 in compensation to its named executive officers during its
fiscal year ended August 31, 2009.





SUMMARY
COMPENSATION TABLE





Name
      and principal position
              
              
              (a)
            Year
              
              
              
              (b)
            Salary
              
              
              ($)
              (c)
            Bonus
              
              
              ($)
              (d)
            Stock
      Awards
              
              ($)
              (e)
            Option
      Awards
              
              ($)
              (f)
            Non-Equity
      Incentive Plan
              
              ($)
              (g)
            Non-qualified
      Deferred Compen-
              sation
      Earnings ($)
              (h)
            All
      other compen-sation
              
              ($)
              (i)
            Total
              
              
              ($)
              (j)Klaus
      Eckhof
              Chairman
              May
      2006 – present
              CEO
      and President
              June
      2008 - present
            2007
              2008
              2009
            48,145
              54,940
              43,799
            nil
              nil
              nil
            Nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            48,145
              54,940
              43,799Susmit
      Shah (1)
              CFO
              June
      2006 – present
            2007
              2008
              2009
            87,559
              30,981
              21,492
            nil
              nil
              nil
            Nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            87,559
              30,981
              21,492Reg
      Gillard
              CEO
      and President
              April
      2006 – June 2008
            2007
              2008
              2009
            49,622
              39,538
              n/a
            nil
              nil
              n/a
            Nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            49,622
              39,538
              n/a





(1)Administration,
accounting and secretarial fees of $21,492 (2008 - $30,981) were paid or payable
to Corporate Consultants Pty Ltd, a company in which Mr. Shah is a director and
has a beneficial interest.





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:





Page
- 20


Management
Agreement





Pursuant
to the terms and conditions of a management agreement, De Beira Goldfields Inc.
had retained the services of Reg Gillard for a term of 12 months beginning April
19, 2006 which expired on April 18, 2007. However, the agreement continued and
was reviewed on a monthly basis until Mr Gillard’s resignation on June 1,
2008.  See Exhibit 10.2 - Management Agreement for more
details.





Item
12.  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
            9.08%


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





[2]
            Based
      on 66,046,785 shares of common stock issued and outstanding as of December
      15, 2009.




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
            Klaus
      Eckhof
              30
      Ledgar Road
              Balcatta,
      Western Australia, 6021
            714,285
            1.08%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)
            714,285
            1.08%


[1]Based on 66,046,785 shares of common stock issued and outstanding
      as of December 15, 2009.





Changes
in Control





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





Page
- 21


Item
13.  Certain Relationships and Related Transactions.





(a)           Relationships
with Insiders





Since the
beginning of De Beira’s last fiscal year, no director, executive officer,
security holder, or any immediate family of such director, executive officer, or
security holder has had any direct or indirect material interest in any
transaction or currently proposed transaction, which De Beira was or is to be a
participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the
average of De Beira’s total assets at year-end for the last three completed
fiscal years, except for the following:





Consultant
Agreements





Mr.
Eckhof and Mr. Shah are 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, 2009 were $21,492 (2008 - $30,981).





(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.





(c)           Director
independence





De
Beira’s board of directors currently solely consists of Klaus
Eckhof.  Pursuant to Item 407(a)(1)(ii) of Regulation S-B of the
Securities Act, De Beira’s board of directors has adopted the definition of
“independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In
summary, an “independent director” means a person other than an executive
officer or employee of De Beira or any other individual having a relationship
which, in the opinion of De Beira’s board of directors, would interfere with the
exercise of independent judgement in carrying out the responsibilities of a
director, and includes any director who accepted any compensation from De Beira
in excess of $200,000 during any period of 12 consecutive months within the
three past fiscal years.  Also, the ownership of De Beira’s stock will
not preclude a director from being independent.





In
applying this definition, De Beira’s board of directors has determined that Mr.
Eckhof does not qualify as an “independent director” pursuant to the same
Rule.





As of the
date of the report, De Beira did not maintain a separately designated
compensation, nominating or audit committee.


De Beira
has also adopted this definition for the independence of the members of its
audit committee.  De Beira’s board of directors has determined that
only Mr. Eckhof is not “independent” for purposes of Rule 4200(a)(15) of the
NASDAQ Manual, applicable to audit, compensation and nominating committee
members, and is “independent” for purposes of Section 10A(m)(3) of the
Securities Exchange Act.





Item
14.  Principal Accounting Fees and Services




(1)
  Audit Fees and Related Fees




The
aggregate fees billed (2008) and expected to be billed (2009) for each of the
last two fiscal years for professional services rendered by the principal
accountant for De Beira’s audit of its annual financial statements or services
that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years was:





2009 - $12,500 - GHP Horwath,
P.C.


2008 - $15,500 - GHP Horwath,
P.C.





(2)  Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for audit 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:





2009 - $Nil - GHP Horwath,
P.C.


2008 -
$Nil - GHP Horwath, P.C.





Page
- 22


(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:





2009 -
$Nil - GHP Horwath, P.C.


2008 -
$Nil - GHP Horwath, P.C.





(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:





2009 - $Nil - GHP Horwath,
P.C.


2008 -
$Nil - GHP Horwath, P.C.





(5)           De
Beira does not have an audit committee. Therefore De Beira’s Board of Director’s
pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule
2-01 of Regulation S-X were that the Board of Director’s pre-approve all
accounting related activities prior to the performance of any services by any
accountant or auditor.





Page
- 23


PART
IV





Item
15.  Exhibits, Financial Statement Schedules





(a)           Index
to and Description of Exhibits.





All
Exhibits required to be filed with the Form 10-K are included in this annual
report or incorporated by reference to De Beira’s previous filings with the SEC,
which can be found in their entirety at the SEC website at www.sec.gov under SEC
File Number 333-130264 and SEC File Number 000-51707.





Exhibit
            Description
            StatusExhibit
      A
            Audited
      Financial Statements as of August 31, 2009 and 2008 and for the years
      ended August 31, 2009 and 2008, and for the period May 28, 2004
      (inception) to August 31, 2009.
            Included3.1
            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.
            Filed3.2
            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.
            Filed10.1
            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.
            Filed10.2
            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.
            Filed10.3
            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.
            Filed10.4
            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.
            Filed10.5
            Heads
      of Agreement dated July 26, 2007 among De Beira Goldfields Inc., Goldplata
      Resources Peru S.A.C., Goldplata Resources Inc., Golplata Resources
      Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining
      International Corporation, filed as an Exhibit to De Beira’s Form 10-K
      (Annual Report) filed on July 28, 2009 and incorporated herein by
      reference.
            Filed10.6
            Letter
      Agreement dated December 6, 2007 among De Beira Goldfields Inc., Emco
      Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed
      as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28,
      2009 and incorporated herein by reference.
            Filed10.7
            Deed
      dated January 11, 2008 among De Beira Goldfields Inc., Windy Knob
      Resources Limited, Goldplata Mining International Corporation, Goldplata
      Resources Inc., and Golplata Resources Sucursal-Colombia, filed as an
      Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and
      incorporated herein by reference.
            Filed14.1
            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.
            Filed31
            Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included32
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
            Included99.1
            Disclosure
      Committee Charter, filed as an Exhibit to De Beira’s Form 10-K (Annual
      Report) filed on July 28, 2009 and incorporated herein by
      reference.
            Filed





Page
- 24


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/ Klaus
Eckhof


Name:          Klaus Eckhof


Title:           Director and CEO


Dated:         January
5, 2010








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/
      Klaus Eckhof
            President,
      Chief Executive Officer,
              and
      member of the Board of Directors
            January
      5, 2010/s/
      Susmit Shah
            Chief
      Financial Officer,
              Principal
      Financial Officer, Treasurer
              and
      Corporate Secretary
            January
      5, 2010














Page
- 25





Exhibit
A














Page
- 26






De
Beira Goldfields Inc.
 
 Financial
Statements
 
 De
Beira Goldfields Inc.
 (An
Exploration Stage Company)
 
 Years
ended August 31, 2009 and 2008, and for
 the period from May 28, 2004 (Date of Inception)
to August 31, 2009
 
 
 
 
  Contents
              PageReport of Independent Registered Public Accounting
      Firm
              F-1Balance sheets
              F-2Statements of operations
              F-3Statements of cash flows
              F-4Statements of stockholders’ equity
      (deficit)
              F-5Notes to financial statements
              F-6
  
 
 Page
- 27
 
 
  
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 Board of
Directors and Stockholders
 De Beira
Goldfields Inc.
 
 We have
audited the accompanying balance sheets of De Beira Goldfields Inc. (an
Exploration Stage Company) as of August 31, 2009 and 2008, and the related
statements of operations, cash flows and stockholders’ equity (deficit) for each
of the years then ended, and for the period from May 28, 2004 (inception)
through August 31, 2009. 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 the 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, 2009 and 2008, and the results of its operations and cash flows for
each of the years then ended, and for the period from May 28, 2004 (inception)
through August 31, 2009, in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company incurred a net loss of $154,585 for the year ended
August 31, 2009, and a deficit accumulated during the exploration stage of
$12,030,055 for the period from May 28, 2004 (inception) through August 31,
2009. 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.
 
 
 GHP
HORWATH, P.C.
 
 Denver,
Colorado
 December
15, 2009
 
 
 
 F
- 1
 
 De
Beira Goldfields Inc.
 (An
Exploration Stage Company)
 Balance Sheets
 (Expressed
in US dollars)
 
 August
      31,
                2009
                $
              
              
              August
      31,
                2008
                $ASSETSCurrent
      AssetsCash
              
              72,424
              
              
              
              38,609Receivables and other
      assets
              
              -
              
              
              
              38Total
      Assets (all current)
              
              72,424
              
              
              
              38,647LIABILITIES
      & STOCKHOLDERS’ (DEFICIT) EQUITYCurrent
      LiabilitiesAccounts
payable
              
              156,114
              
              
              
              148,631Accrued liabilities, related
      party (Note 4)
              
              182,010
              
              
              
              206,638Accrued liabilities,
      other
              
              114,107
              
              
              
              96,953Loans and borrowings, related
      party (Note 4)
              
              45,248
              
              
              
              52,895Loans and borrowings (Notes
      7)
              
              740,000
              
              
              
              740,000Deposits for common stock
      subscriptions (Note 6)
              
              10,000
              
              
              
              -Total
      Liabilities (all current)
              
              1,247,479
              
              
              
              1,245,117Contingencies
      and Commitments (Notes 3, 4, 5 and 7)Stockholders’
      (Deficit) Equity (Note 6)Common
      stock, $0.001 par value; 75,000,000 shares authorized;59,696,785
      (2008: 44,096,785)shares issued and
      outstanding
              
              59,696
              
              
              
              44,096Additional
      paid-in capital
              
              10,779,554
              
              
              
              10,609,154Donated
      capital
              
              15,750
              
              
              
              15,750Deficit
      accumulated during the exploration stage
              
              (12,030,055
              )
              
              
              (11,875,470
              )Total
      Stockholders’ Deficit
              
              (1,175,055
              )
              
              
              (1,206,470
              )Total
      Liabilities and Stockholders’ Deficit
              
              72,424
              
              
              
              38,647
  
 The
accompanying notes are an integral part of these financial
statements
   F
- 2
 
 De
Beira Goldfields Inc.
 (An
Exploration Stage Company)
 Statements of Operations
 (Expressed
in US dollars)
 
 
 For
      the
                Year
      Ended
                August
      31, 2009
              
              
              For
      the
                Year
      Ended
                August
      31, 2008
              
              
              Accumulated
      from May 28, 2004 (Date of Inception)
                to
      August 31, 2009$
              
              
              
              $
              
              
              
              $Revenue
              
              -
              
              
              
              -
              
              
              
              -Operating
      expensesDonated rent
              
              -
              
              
              
              -
              
              
              
              5,250Donated
services
              
              -
              
              
              
              -
              
              
              
              10,500General and
      administrative
              
              2,475
              
              
              
              11,027
              
              
              
              73,528Foreign currency transaction
      (gain) loss
              
              (4,879
              )
              
              
              37,606
              
              
              
              44,272Mineral property and
      exploration costs
              
              -
              
              
              
              843,914
              
              
              
              4,739,777Management fees (Note
      4)
              
              41,999
              
              
              
              248,521
              
              
              
              598,947Professional fees (Note
      4)
              
              45,873
              
              
              
              67,641
              
              
              
              840,494Travel costs
              
              3,116
              
              
              
              35,400
              
              
              
              335,415Write-off deferred acquisition
      cost (Note 3)
              
              -
              
              
              
              -
              
              
              
              400,000Provision against Minanca loan
      (Note 3)
              
              -
              
              
              
              -
              
              
              
              6,100,000Total
      operating expenses
              
              88,584
              
              
              
              1,244,109
              
              
              
              13,148,183Other
      income (expense)Interest income
              
              252
              
              
              
              1,286
              
              
              
              31,260Interest
expense
              
              (66,253
              )
              
              
              (73,874
              )
              
              
              (163,178
              )Loss on sale of investment
      (Note 5)
              
              -
              
              
              
              (126,182
              )
              
              
              (126,182
              )Gain on sale of mineral
      property rights (Note 5)
              
              -
              
              
              
              1,376,228
              
              
              
              1,376,228Total
      other income (expense)
              
              (66,001
              )
              
              
              1,177,458
              
              
              
              1,118,128Net
      Loss
              
              (154,585
              )
              
              
              (66,651
              )
              
              
              (12,030,055
              )Net
      Loss  Per Share – Basic and Diluted
              
              *
              
              
              
              *Weighted
      Average Shares Outstanding
              
              52,478,429
              
              
              
              44,096,785
 
 * Amount
is less than (0.01) per share
 
 
 The
accompanying notes are an integral part of these financial
statements
  F
- 3
 
 De
Beira Goldfields Inc.
 (An
Exploration Stage Company)
 Statements of Cash Flows
 (Expressed
in US dollars)
 For
      the Year Ended August 31, 2009
                $
              
              
              For
      the Year Ended August 31, 2008
                $
              
              
              Accumulated
      From May 28, 2004 (Date of Inception) to August 31, 2009
                $Cash
      Flows From Operating ActivitiesNet
      loss
              
              (154,585
              )
              
              
              (66,651
              )
              
              
              (12,030,055
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Gain
      on sale of mineral property rights
              
              -
              
              
              
              (586,228
              )
              
              
              (586,228
              )Loss
      on sale of investment
              
              -
              
              
              
              126,181
              
              
              
              126,181Donated
      services and rent
              
              -
              
              
              
              -
              
              
              
              15,750Expenses
      paid by issue of common stock
              
              -
              
              
              
              -
              
              
              
              500Write-off
      deferred acquisition cost
              
              -
              
              
              
              -
              
              
              
              400,000Provision
      against Minanca loan
              
              -
              
              
              
              -
              
              
              
              6,100,000Change
      in operating assets and liabilitiesDecrease
      in receivables and other assets
              
              38
              
              
              
              20,090
              
              
              
              -Increase
      in accounts payable and accrued liabilities
              
              64,284
              
              
              
              62,114
              
              
              
              319,867Increase
      in amounts due to related parties
              
              70,052
              
              
              
              126,138
              
              
              
              266,689Net
      cash used in operating activities
              
              (20,211
              )
              
              
              (318,356
              )
              
              
              (5,387,296
              )Cash
      Flows From Investing ActivitiesCash
      received from sale of investment
              
              -
              
              
              
              250,047
              
              
              
              250,047Cash
      received from sale of mineral property rights
              
              -
              
              
              
              210,000
              
              
              
              210,000Deferred
      acquisition costs
              
              -
              
              
              
              -
              
              
              
              (400,000
              )Loan
      advances
              
              -
              
              
              
              -
              
              
              
              (7,100,000
              )Repayment
      of loan advance
              
              -
              
              
              
              -
              
              
              
              1,000,000Net
      cash provided by (used in) investing activities
              
              -
              
              
              
              460,047
              
              
              
              (6,039,953
              )Cash
      Flows From Financing ActivitiesLoans from related
      parties
              
              -
              
              
              
              -
              
              
              
              594,313Loan
      repaid to related parties
              
              -
              
              
              
              (177,581
              )
              
              
              (576,483
              )Loan
      from unrelated third party
              
              -
              
              
              
              -
              
              
              
              740,000Deposits
      received for common shares to be issued
              
              40,000
              
              
              
              -
              
              
              
              40,000Common
      shares issued for cash
              
              16,000
              
              
              
              -
              
              
              
              10,668,750Net
      cash provided by (used in) financing activities
              
              56,000
              
              
              
              (177,581
              )
              
              
              11,466,580Effect
      of exchange rate changes on cash
              
              (1,974
              )
              
              
              35,067
              
              
              
              33,093Increase
      (Decrease)  in Cash
              
              33,815
              
              
              
              (823
              )
              
              
              72,424Cash
      - Beginning of Period
              
              38,609
              
              
              
              39,432
              
              
              
              -Cash
      - End of Period
              
              72,424
              
              
              
              38,609
              
              
              
              72,424Supplemental
      DisclosuresInterest
      paid
              
              -
              
              
              
              -
              
              
              
              -Income
      taxes paid
              
              -
              
              
              
              -
              
              
              
              -
 
 
 The
accompanying notes are an integral part of these financial
statements
  F
- 4
 De
Beira Goldfields Inc.
 (An
Exploration Stage Company)
 Statements of Stockholders’ Equity (Deficit)
 (Expressed
in US dollars)
 
 
 Common
      Shares
              
              
              Additional
              
              
              
              
              
              Deficit
              
              
              TotalNumber
      of Shares
              
              
              Amount
                $
              
              
              Paid-in
                Capital
                $
              
              
              Donated
                Capital
                $
              
              
              Accumulated
                During
      the Exploration Stage
                $
              
              
              Stockholders’
                Equity(Deficit)
                $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
              
              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 (Note6)
              
              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
              )
              
              
              3,698,171Common stock issued for cash
      (Note 6)
              
              7,632,500
              
              
              
              7,632
              
              
              
              6,098,368
              
              
              
              -
              
              
              
              -
              
              
              
              6,106,000Net
      loss
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,943,990
              )
              
              
              (10,943,990
              )Balances,
      August 31, 2007
              
              44,096,785
              
              
              
              44,096
              
              
              
              10,609,154
              
              
              
              15,750
              
              
              
              (11,808,819
              )
              
              
              (1,139,819
              )Net loss
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (66,651
              )
              
              
              (66,651
              )Balances,
      August 31, 2008
              
              44,096,785
              
              
              
              44,096
              
              
              
              10,609,154
              
              
              
              15,750
              
              
              
              (11,875,470
              )
              
              
              (1,206,470
              )Common
      stock issued for cash (Note 6)
              
              1,600,000
              
              
              
              1,600
              
              
              
              14,400
              
              
              
              -
              
              
              
              -
              
              
              
              16,000Common
      stock issued for settlement of debt (Note 6)
              
              14,000,000
              
              
              
              14,000
              
              
              
              126,000
              
              
              
              -
              
              
              
              -
              
              
              
              140,000Shares
      to be issued
              
              -
              
              
              
              -
              
              
              
              30,000
              
              
              
              -
              
              
              
              -
              
              
              
              30,000Net
      loss
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (154,585
              )
              
              
              (154,585
              )Balances,
      August 31, 2009
              
              59,696,785
              
              
              
              59,696
              
              
              
              10,779,554
              
              
              
              15,750
              
              
              
              (12,030,055
              )
              
              
              (1,175,055
              )
 
 
 
 
 The
accompany notes are an integral part of these financial statements
  F
- 5
 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.
 
 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 $154,585 for the year ended August 31, 2009, and a deficit
accumulated during the exploration stage of $12,030,055 for the period from May
28, 2004 (inception) through August 31, 2009. 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
a consequence of the Company’s withdrawal from the Minanca acquisition in
Ecuador, the Colombian Projects (Titiribi and Acandi) and the Peruvian Projects
(Condoroma and Suyckutambo) the Company has no mineral property interests as of
the date of this report.  Certain mineral property interests are
presently being considered, but it is too early to say whether they may be
considered appropriate for acquisition.
 
 As of
August 31, 2009, the Company had cash and cash equivalents of $72,424.
Management’s objective is to recapitalize the Company, raise new capital and
seek new investment opportunities in the mineral sector.  Management
believes that its worldwide industry contacts will make it possible to find and
assess new projects.  There is no assurance that the Company will be able
to consummate the contemplated capital raisings.  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.
 
 F
- 6
 2.     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.
There were no potential dilutive securities outstanding at August 31, 2008 and
2009.
 
 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.
 
 g)      Fair
Value of Financial Instruments
 
 Financial
instruments, which include cash, receivables, accounts payable, and loans and
borrowings, 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.
 
 The
Company files income tax returns in the U.S. federal jurisdiction and in the
state of Nevada. Management does not believe there will be any material changes
in the Company’s unrecognized tax positions over the next
12 months.
 
 The
Company’s policy is to recognize interest and penalties accrued on any
unrecognized tax benefits as a component of income tax expense. As of the date
of adoption of FIN 48, there was no accrued interest or penalties associated
with any unrecognized tax benefits, nor was any interest expense recognized
during the year.
  F
- 7
 2.     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
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, The Fair Value Option for
Financial Assets and Financial Liabilities-Including an Amendment of FASB
Statement No.115 (SFAS 159). SFAS 159 allows companies the choice to
measure many financial instruments and certain other items at fair value. This
gives the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. SFAS 159 was effective for the Company on
September 1, 2008. The adoption of SFAS 159 did not have an impact on the
Company’s financial statements.
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
157).  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 157 was effective for the Company on September 1,
2008.  The adoption of SFAS 157 did not have an impact on the
Company’s financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160 (SFAS 160), Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest (minority interest) in a subsidiary and for the
deconsolidation of a subsidiary.  Upon adoption of SFAS 160, effective
for the Company as of September 1, 2009, any noncontrolling interests will be
classified as equity in the Company's financial statements and any income and
comprehensive income attributed to the noncontrolling interest will be included
in the Company's income and comprehensive income.  The presentation
and disclosure provisions of this standard must be applied retrospectively upon
adoption.  The adoption of SFAS 160 is not expected to have an impact
on the Company’s financial statements.
 
 In
December 2007, the FASB issued FASB Statement No. 141R (SFAS 141R),
Business Combinations, which changes how business acquisitions are accounted for. 
SFAS 141R requires the acquiring entity in a business combination to
recognize all (and only) the assets acquired and liabilities assumed in the
transaction and establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed in a business
combination.  Certain provisions of this standard will, among other things,
impact the determination of acquisition-date fair value of consideration paid in
a business combination (including contingent consideration); exclude transaction
costs from acquisition accounting; and change accounting practices for acquired
contingencies, acquisition-related restructuring costs, in-process research and
development, indemnification assets, and tax benefits.  SFAS 141R is
effective for the Company on September 1, 2009.  The adoption of SFAS
141R is not expected to have a material impact on the Company’s financial
statements, unless the Company enters into any future business
acquisitions.
 
 F
- 8
 2.     Significant
Accounting Policies (continued)
 
 l)    Recent
Accounting Pronouncements (continued)
 
 In May
2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No.
165”). SFAS No. 165 is effective for interim or annual periods ending after June
15, 2009 and establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. An entity must disclose the date
through which subsequent events have been evaluated, as well as whether that
date is the date the financial statements were issued, or the date they were
available to be issued.
 
 In June
2009, the FASB issued SFAS No. 168 (SFAS 168) Accounting Standards
Codification and the
Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB
Statement No. 162.  SFAS 168 establishes the FASB Accounting
Standards Codificationas
the single official source of authoritative accounting principles recognized by
the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with US GAAP. SFAS 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.  On the effective date, all non-SEC accounting and
reporting standards will be superseded.  The Company will adopt SFAS
168 for the quarterly period ending November 30, 2009, as required, and adoption
is not expected to have a material impact on the Company’s financial
statements.
 
 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, 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.
 
 Under
      the terms of the acquisition agreement and pursuant to settlement of the
      acquisition, the Company was 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 in
full);
 
 ii.
              $400,000
      by July 31, 2006 for upgrades to the Property (paid in
    full);
 
 iii.
              $1,375,000
      by October 2, 2006 to be paid for existing debt owed by Minanca (paid in
      full); 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 (the total amount has been paid
      in full).
 
 As of
August 31, 2009 the loan advances equalled $6,100,000 ($1,000,000 was repaid
during a previous financial year).  Minanca is to undertake to grant a
mortgage of all its assets to the Company as security against the loan advances
noted above. Repayment of the loan advances rank in priority ahead of any
dividend or distribution payments to shareholders of Minanca.
 
 On
December 9, 2007, the Company entered into an agreement with Emco to cancel the
acquisition by De Beira of an 80% interest in Minanca. As a consequence, neither
party has any further rights or obligations to each other, except that Minanca
remains indebted to De Beira for an amount of $6,100,000 which it had agreed to
repay as follows:
 
 (i)           payment
of US$250,000 to De Beira by close of business on December 14,
2007;
 (ii)           payment
of US$1,750,000 to De Beira within 21 days of the execution of the agreement;
and
 (iii)
              payment
      of the remainder of the loan balance in accordance with the provisions of
      the June 2006 agreement (which provided for loan repayment from cash
      surpluses from the sale of mineral products) or as otherwise agreed
      between the parties.
 
 As
      at the date of this report, no repayments have been made.  The
      loan was fully reserved for in the financial statements during the year
      ended August 31, 2007, however management continues to seek recovery of
      all or part of the loan.
 
 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.  Prior to
      August 31, 2007, the Company had recorded the $400,000 as deferred
      acquisition costs pending the final settlement of the agreement, however
      this amount was expensed to the income statement during the year ended
      August 31, 2007.
 
 F
- 9
 4.           Related
Party Transactions
 
 a)
              The
      Company incurred management fees of $nil ($39,538 for the year ended
      August 31, 2008) and $43,799 ($54,940 for the year ended August 31, 2008)
      for services provided by the former president and director of the Company,
      and the chairman of the Company, respectively, for the year ended August
      31, 2009. As of August 31, 2009 and 2008 the Company has an accrued
      liability of $84,679 and $134,245, respectively owing for management fees
      to these related parties.
 
 b)
              Included
      in professional fees are consulting fees of $21,492 during the year ended
      August 31, 2009 ($30,981 for the year ended August 31, 2008) for
      administration, office rent, accounting and company secretarial services
      provided by a company in which the president and former director are
      directors and shareholders.  As of August 31, 2009 and 2008, the
      Company has an accrued liability of $85,858 and $64,271, respectively,
      owing for services provided under this
  agreement.
 
 c)
              In
      June 2007 the Company received loan proceeds of $93,650 from an entity
      associated with the Company’s president and chief executive officer.
      Interest was charged at 8% simple interest, the loan was unsecured and had
      no stated maturity date. The principal and a small portion of interest
      totalling $110,338 (AUD115,000) was repaid on May 29, 2008. This loan had
      an outstanding balance of $7,140 and accrued interest outstanding of $149
      as of August 31, 2008. The balance of the loan totalling $5,673 was
      settled by the issue of shares to a third party on February 29,
      2009.
 
 In
      August 2007 the Company received loan proceeds totalling $105,068, from
      companies in which the president and chief executive officer is a director
      and shareholder. Interest is charged at 8% simple interest, is unsecured
      and has no stated maturity date.  In May 2008 $67,193 was
      repaid. As of August 31, 2009 and 2008, the outstanding loan balances are
      $45,248 and $45,755, respectively. As of August 31, 2008, the loans have
      accrued interest outstanding of $11,472 and $7,973,
      respectively.
 
 5.      Mineral
Properties
 
 a)
              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 allowed 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 had 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 was 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 could
not withdraw from the agreement after the start of the Option Period until it
either incurred $1 million in exploration expenditures or paid $1 million to the
Goldplata Group.  Through August 31, 2008, $2,830,000 of exploration
expenditures have been paid by the Company and recorded as mineral property and
exploration costs on the statement of operations.  No further payments
were made during the year ended August 31, 2009 or up to the date of this
report.
 
 On
January 11, 2008 the Company entered into an agreement with Australian publicly
traded company, Windy Knob Resources Limited (“Windy Knob”) to assign its
interests in the Titiribi Gold/Copper Project for cash proceeds of $1 million
being reimbursement of exploration expenditures and 3,250,000 shares of common
stock in Windy Knob. The terms of the agreement were as follows:
 
 (i)
              payment
      of $250,000 to the Goldplata Group on behalf of De Beira to satisfy
      outstanding cash call requirements (this was paid in January
      2008);
 (ii)
              payment
      of $540,000 to the Goldplata Group on behalf of De Beira to satisfy
      outstanding cash calls at the completion of due diligence by Windy Knob
      (this was paid in January 2008);
and
 (iii)
              payment
      of $210,000 direct to De Beira at the completion of due diligence by Windy
      Knob (this was received on February 4,
2008).
 
 In
      connection with this transaction, the Company recognized a gain of
      $1,376,288, during the year ended August 31, 2008 which is reported in
      other income. As noted above, $790,000 of this gain is offset within
      mineral property and exploration costs, as it was paid to the Goldplata
      Group by Windy Knob on behalf of the Company to secure the Company’s
      rights under the original agreement prior to the
  sale.
 
 The
3,250,000 shares in Windy Knob were issued to the Company on April 16, 2008 and
sold on May 23, 2008 for cash proceeds of $250,047. In connection with this
sale, the Company recognized a realized loss of $126,182 during the year ended
August 31, 2008. This prior year loss represented the difference between the
fair value at the date the shares were issued to the Company and the date the
shares were sold to a third party.
  F
- 10
 b)      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 allowed 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 had 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 was 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 could not withdraw from the agreement
after the start of the Option Period until it either incurred $500,000 in
exploration expenditures or paid $500,000 to the Goldplata
Group.  Through August 31, 2008, $1,110,000 of exploration
expenditures have been paid by the Company on the Condoroma & Suyckutambo
projects and recorded as mineral property and exploration costs on the statement
of operations. No further payments were made during the year ended August 31,
2009 or up to the date of this report.
 
 In
      September 2007, De Beira decided to withdraw from the Condoroma and
      Suyckutambo Projects as it became apparent that De Beira and the permit
      holders, the Goldplata Group, had different philosophies about how the
      projects should be further explored and developed.  De Beira
      favored a measured approach, with a focus on further exploration to
      maximize the resource potential whereas the Goldplata Group favored a
      short term development and production
strategy.
 
 c)      Acandi
Project
 
 On
October 19, 2006, the Company entered into a preliminary agreement in
association with the Goldplata Group to earn an 80% interest in the Acandi
copper / gold project in North East Colombia, near the Panama border, by sole
funding exploration expenditures and making cash payments to the present
beneficial holder of the project interest.  Through August 31, 2008,
$525,000 of exploration expenditures have been paid by the Company. No further
payments were made during the year ended August 31, 2009 or up to the date of
this report.
 
 In
September 2007, the Company withdrew from the Acandi project and there are no
residual rights or financial obligations.
 
 
 6.
              Stockholders’
      Equity
 
 Common stock
 
 Stock
cancellations and recapitalization:
 
 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.
 
 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.
  F
- 11
 6.
              Stockholders’
      Equity (continued)
 
 Common stock (continued)
 
 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. All
warrants expired unexercised on August 31, 2008.
 
 During
November 2006, the Company completed private placements for 3,095,000 shares of
restricted common stock at $0.80 per share, raising proceeds of
$2,476,000.
 
 In
January 2007 the Company completed two private placements for 3,187,500 shares
of restricted common stock at $0.80 per share raising proceeds of
$2,550,000.
 
 In
February 2007 the Company completed two private placements for 1,350,000 shares
of restricted common stock at $0.80 per share raising proceeds of
$1,080,000.
 
 On
February 28, 2009, the board of directors authorized the issuance of 14,100,000
restricted shares of common stock at a subscription price of $0.01 per
restricted share, for cash proceeds of $16,000 and the settlement of $125,000
accrued liabilities and debt. The shares were issued on June 19,
2009.
 
 On
      May 29, 2009, the Company completed a private placement for 1,500,000
      shares of restricted common stock at price of $0.01 per restricted share
      in exchange for the settlement of $15,000
debt.
 
 Subscription
agreements for 3,000,000 shares were received in June 2009 in exchange for
$30,000 in cash (received in December 2008) and the shares were issued on
October 19, 2009. Subscriptions agreements for 1,000,000 shares were not
received prior to August 31, 2009 and as a result $10,000 is included as a
liability at August 31, 2009 as issuance of the shares of common stock is not
solely within the control of the Company.
 
 7.
              Other
      Loans and Borrowings
 
 In
      March and July 2007 the Company received loan proceeds of $240,000 and
      $500,000 respectively, from an unrelated third party. These loans are
      unsecured and bear a simple interest of 8% per annum with no fixed
      repayment date, but the understanding with the lender that the loans will
      be repaid from proceeds of future equity financings and/or the repayment
      of amounts lent to Minanca.
 
 8.
              Non-Cash
      Investing and Financing Activities
 
 
 August 31, 2009
                $
              August 31, 2008
                $
              Accumulated from May 28, 2004 (Date of
      Inception)
                to August 31, 2009
                $Issuance
      of common stock for settlement of debt (including accrued
      interest:Related party (refer note
      6)
              5,673
              -
              5,673Non-related
    party
              39,647
              -
              39,647Issuance
      of common stock for settlement of accounts payable:Related party (refer note
      6)
              94,680
              -
              94,680Cash
      paid to Goldplata on behalf of the Company (Note 5)
              -
              790,000
              790,000
 
 
 F
- 12
 9.     Income
      Taxes
 
 The
components of the Company’s net deferred tax asset for the years ended August
31, 2009 and 2008 and the statutory tax rate, the effective tax rate and the
valuation allowance are as follows:
 
 August 31, 2009
              August 31, 2008Net
      operating losses
              5,930,055
              5,775,470Loan
      loss reserves
              6,100,000
              6,100,000Statutory
      tax rate
              35%
              35%Deferred
      tax asset
              4,210,519
              4,156,415Valuation
      allowance
              (4,210,519)
              (4,156,415)Net
      deferred tax asset
              -
              -
 
 
 The
Company has net operating loss carry-forwards for tax purposes of approximately
$5,930,000 which commence expiring in 2029.  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.
 
 
 
 10.     Subsequent
      Events
 
 The
      Company has evaluated subsequent events through December 18, 2009, the
      date the financial statements were available to be
       issued.
 
 Subsequent
      to year end and up to the date of this report, borrowings of $23,500 have
      been converted into 2,350,000 shares of the Company’s common stock, and
      4,000,000 shares previously awaiting issue pending completion of stock
      subscription agreements were issued in October 2009. In total, 6,350,000
      shares were issued on October 19,
2009.






F
- 13







Exhibit
31








Page
- 41







DE
BEIRA GOLDFIELDS INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Klaus
Eckhof, certify that:






1.  
I have reviewed this annual report on Form 10-K for the fiscal year ending
August 31, 2009 of De Beira Goldfields Inc.;






2.  Based
on my knowledge, this 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 registrant as of, and
for, the periods presented in this report;






4.  The
registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial
reporting.






Date:  January
5, 2010






/s/ Klaus Eckhof


Klaus
Eckhof






Chief
Executive Officer







Page
- 42




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-K for the fiscal year ending
August 31, 2009 of De Beira Goldfields Inc.;






2.  Based
on my knowledge, this 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 registrant as of, and
for, the periods presented in this report;






4.  The
registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial
reporting.






Date:  January
5, 2010






/s/ Susmit Shah


Susmit
Shah






Chief
Financial Officer




Page
- 43











Exhibit
32











Page
- 44







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-K for the period ending August 31, 2009 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Klaus Eckhof,
President and Chief Executive Officer of De Beira and a member of the Board of
Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section
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 presents, in all material
respects, the financial condition and results of operations of the
Company.













/s/
Klaus Eckhof


Klaus
Eckhof


Chief
Executive Officer






January
5, 2010






Page
- 45


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-K for the period ending August 31, 2009 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 18 U.S.C. §1350, as adopted
pursuant to Section 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 presents, in all material
respects, the financial condition and results of operations of the
Company.













/s/
Susmit Shah


Susmit
Shah


Chief
Financial Officer






January
5, 2010









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