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, 2008





[    ]
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.


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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. [    ] Yes         [ X ]  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         [ X ]  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 59,696,785 shares of common stock outstanding on September 21, 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.)








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TABLE OF CONTENTS


PART I







Item 1. Business
4Item 1A. Risk Factors
10Item 1B. Unresolved Staff Comments
10Item 2. Properties
10Item 3. Legal Proceedings
10Item 4. Submission of Matters to a Vote of Security Holders
10




PART II









Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10Item 6. Selected Financial Data
16Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
16Item 7A. Quantitative & Qualitative Disclosure About Market Risk
19Item 8. Financial Statements and Supplementary Data
19Balance Sheets
F-2Statements of Operations
F-3Statements of Cash Flows
F-4Statements of Stockholders’ Equity (Deficit)
F-5Notes to the Financial Statements
F-6Item 9A. Controls and Procedures
19Item 9B. Other Information
21






PART III







Item 10. Directors, Executive Officer and Corporate Governance
21Item 11. Executive Compensation
24Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stock Matters
25Item 13. Certain Relationships and Related Transactions and Director Independence
25Item 14. Principal and Accountant Fees and Services
26






PART IV






Item 15. Exhibits and Financial Statement Schedules
27






SIGNATURES




EXHIBIT INDEX







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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, 2008, 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 2470 St. Rose Parkway, Henderson, Nevada, 89075.





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





On May 9, 2006, De Beira signed a letter of understanding with Goldplata Corporation Limited, Goldplata Resources, Inc., and Goldplata Resources Sucursal Columbia (the “Goldplata Group”) to acquire up to a 70% interest in the Titiribi Gold / Copper project in Colombia, South America (the “Colombia
Property”).  See Exhibit 10.2 – Letter of Understanding for more details. On January 11, 2008 the Company entered into an agreement with an Australian publicly listed company, Windy Knob Resources Ltd (“Windy Knob”) to assign its interests in the Titiribi project for cash proceeds of $1 million, of which $790,000 was paid to the Goldplata Group for reimbursement of exploration expenditures paid on behalf of De Beira, and $210,000 which was paid directly to De Beira.  In
addition to this, De Beira received 3,250,000 shares of Windy Knob common stock, which were sold on May 23, 2008 for cash proceeds of $250,047.





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Also, 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.





On July 5, 2006, De Beira entered into agreements with the Goldplata Group to acquire an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru, South America (the “Peru Property”), which are prospective for gold and silver.  In September 2007 De
Beira withdrew from the Condoroma and Suyckutambo Projects, as it became apparent that De Beira and the permit holder, the Goldplata Group, had different philosophies about how the projects should be further explored and developed.





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.  In
September 2007, the Company withdrew from the Acandi project for the same reasons it withdrew form the Peru properties and there are no residual rights or financial obligations.





De Beira has an authorized capital of 75,000,000 shares of common stock with a par value of $0.001 per share with 59,696,785 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.





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 project interests as at the date of this report. 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.





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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.





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.





Page - 6


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.





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





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








A.  Titiribi Gold/Copper Project – Colombia Property





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





The additional interest 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.  De Beira could not withdraw from the agreement after the start of the Option Period until it either incurred $1 million
in exploration expenditure or paid $1 million to the Goldplata Group.  Through August 31, 2008 and up to the date of this report $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.





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On January 11, 2008 the Company entered into an agreement with an Australian public listed 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 in Windy Knob. The terms
of the agreement were as follows:





i.
payment of $250,000 to Goldplata on behalf of De Beira to satisfy outstanding cash call requirements (this was paid in January 2008);


ii.
payment of $540,000 to Goldplata 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).





The 3,250,000 shares in Windy Knob were issued on April 16, 2008 and sold on May 23, 2008 for cash proceeds of $250,047. In connection with this transaction, the Company recognized a gain of $1,376,288, 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 by Windy Knob on behalf of the Company to secure the Company’s rights under the original agreement prior to the sale.





B.  Minanca Project - Ecuador Property





On June 15, 2006, the Company entered into an agreement with Emco Corporation (“Emco”) whereby the Company was granted an option to acquire 80% of the issued and outstanding shares of Minanca Minera Nanguipa, Compania Anonima (“Minanca”), which owns mineral exploration property in Ecuador (the “Property”),
for an aggregate purchase price of $30,400,000 comprised of 10 million restricted common shares of the Company at an issue price of $3 per common share and a cash payment of $400,000.





Under the terms of the agreement and pursuant to settlement of the acquisition, the Company had been 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, 2008 the loan advances equalled $6,100,000. However, this amount was fully provided against as at August 31, 2007. Minanca has undertaken to grant a mortgage of all its assets to the Company as security against the loan advances noted above; however, this has not yet occurred. Repayment of the loan advances rank in priority
ahead of any dividend or distribution payments to shareholders of Minanca.





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





On December 9, 2007 the Company entered into an agreement with Emco to rescind the acquisition by De Beira of an 80% interest in Minanca as the Company concluded that it was not in its best interests to settle the acquisition. 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 pay 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.





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As at the date of this report, the repayments have not been made and as stated above, the loan has been fully provided against, 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.  The Company had recorded the $400,000 as deferred acquisition costs pending the final settlement of the agreement, however the amount was expensed to the income statement during the quarter ended August
31, 2007 as a result of the agreement entered into on December 9, 2007 by the Company with Emco to rescind the agreement (see above).








C.  Condoroma and Suyckutambo Projects - Peru Property





On July 5, 2006, De Beira entered into agreements with the Goldplata Group to acquire an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru, which are prospective for gold and silver.  De Beira was granted an option to acquire up to 70% interest in each of these two projects on identical terms.  The
agreements allowed De Beira to acquire an initial interest of 65% by sole funding $4 million in exploration expenditures within a 3 year period (the “Option Period”).  The Option Period commenced on August 4, 2006.  After acquiring 65%, De Beira 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.  De Beira 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 and up to the date of this report a total of $1,110,000 of exploration expenditures have been paid by the Company and
recorded as mineral property and exploration costs on the statement of operations. 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.








D.  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. In September 2007, the Company withdrew from the Acandi project and there are no residual rights or financial obligations.








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.





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Number of Total Employees and Number of Full Time Employees





Through June 2007, De Beira had only one paid employee, although 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.





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 September 21, 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.




Page - 10





High & Low BidsPeriod ended
High
Low
Source21 September 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 51 holders of record of De Beira’s common stock as of June 11, 2009 according to a shareholders’ list provided by De Beira’s transfer agent as of that date, which did not include any of the shareholders that were issued shares on June 19, 2009 for De Beira’s February 2009 private placement
offering and share for debt offering and its May 2009 share for debt offering.  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., 2470 St. Rose Parkway, Suite #304, Henderson, Nevada, 89074 and their telephone number is 702-818-5898.





(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-B, except for the following:





August 2005 – Prior Private Placements





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




The shares include the following:






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






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






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






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




Page - 11


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


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





March 2006 – 7:1 Stock Dividend





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





June 2006 - 3:2 Stock dividend





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





June 2006 - $4.20 Private Placement Offering





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





Page - 12


August 2006 - $2.00 Private Placement Offering





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





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





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





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.





Page - 13


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”.





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.





Page - 14


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.





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.





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.





Page - 15


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.





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, 2008 have been prepared assuming De Beira will continue as a going concern.  De Beira has incurred net losses of approximately $66,700 and $10,944,000 for the years ended August 31, 2008 and 2007.  The report of the independent registered public accounting firm on De
Beira’s financial statements as of and for the year ended August 31, 2008 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.





Page - 16


Results of Operations





De Beira has generated no operating revenues since its inception on May 28, 2004 through the year ended August 31, 2008.  For the year ended August 31, 2008, De Beira had interest income of $1,286 compared to $20,599 for the year ended August 31, 2007.





Total expenses for the year ended August 31, 2008 were $1,244,109 compared to $10,941,539 for the year ended August 31, 2007.  Expenses were lower in fiscal year 2008 than 2007 primarily due to higher mineral property and exploration costs ($843,914 versus $3,702,039) than the previous fiscal year,  the expensing of the
deferred acquisition costs previously recorded as an asset ($400,000) and the provision against the Minanca loan ($6,100,000) in the fiscal year 2007. Management fees, professional fees and travel costs ($351,562 versus $688,787) were lower in fiscal year 2008 than 2007 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, 2008, De Beira had cash of $38,609 and a working capital deficit of $1,206,470.   During the year ended August 31, 2008 De Beira used $318,356 in operating activities. 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.





During fiscal year 2008 De Beira received $210,000 and 3,250,000 shares in Windy Knob as part of the sale proceeds for assigning its interests in the Titiribi Gold/Copper Project to Windy Knob.  The shares were sold on May 23, 2008 for cash proceeds of $250,047.





De Beira received $6,106,000 of cash through private placements of De Beira’s common stock during the year ended August 31, 2007 and zero during the year ended August 31, 2008. In addition, De Beira received $594,313 of cash through loans with related parties in fiscal year 2007, of which $398,902 was repaid during that same fiscal year
and of which $177,581 was repaid during fiscal year 2008. In addition, De Beira received $740,000 of cash during fiscal year 2007 from an unrelated third party.





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.





Page - 17


Outlook





As of August 31, 2008, De Beira had cash and cash equivalents of $38,609 and a working capital deficit of $1,206,470.  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 our 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.





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 No. 159”). SFAS No. 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 No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact the adoption of SFAS No. 159 will have on its financial statements.





In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements.  This statement applies under other accounting pronouncements that require or permit fair value measurements.  SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.  The Company is currently assessing the impact the adoption of SFAS No. 157 will have on its financial statements.





The Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109, on September 1, 2007.  FIN 48 requires that a position taken or expected to be taken in a tax return be recognized
in the financial statements when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Upon adoption, the cumulative effect of applying the recognition and measurement provisions of FIN 48, if any, shall be reflected as an adjustment to the opening balance of
retained earnings. The Company did not have any unrecognized tax benefits and there was no effect on the Company’s financial condition or results of operations as a result of implementing FIN 48.





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.





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, noncontrolling interests will be classified as equity in the Company's financial statements and 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 a material impact on the Company’s financial statements.





Page - 18


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 financial statements issued for fiscal years beginning after December 15, 2008.  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.





On June 29, 2009, the FASB issued SFAS No. 168 (SFAS 168) Accounting Standards Codificationand the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162.  SFAS 168 establishes
the FASB Accounting Standards Codificationas the 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 will be effective for financial statements issued for interim and annual periods ending after September 15, 2009, for most entities.  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.





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, 2008 and 2007 and for each of the years in the two-year period then ended, and for the period from May 28, 2004 (inception) through August 31, 2008 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, 2008.  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.





Page - 19


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, 2008, 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.





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, 2008 and these matters were communicated to its management.





As a result of the material weaknesses in internal control over financial reporting described above, management has concluded that, as of August 31, 2008, 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.





Page - 20


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.





Changes in Internal Controls





There were no 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, 2008, that materially affected, or are reasonably likely to materially affect, De Beira’s internal control over financial reporting.





Subsequent to August 31, 2008, 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 are
required, as discussed above, and those changes should materially affect De Beira’s internal control over financial reporting in the future 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 (except for Reg Gillard who resigned on June 1, 2008) 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.





Page - 21


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, 2008 are set forth below:





Name and Address
Age
PositionsReg Gillard
30 Ledgar Road
Balcatta, Western Australia, 6021
62
Chief Executive Officer, President, and director
(resigned June 1, 2008)Klaus Eckhof
30 Ledgar Road
Balcatta, Western Australia, 6021
50
ChairmanSusmit Shah
30 Ledgar Road
Balcatta, Western Australia, 6021
52
Chief Financial Officer, and Treasurer, Corporate Secretary








Reg GillardBA FCPA FAICD JP● Mr. Gillard had been a director and the Chief Executive Officer and president of De Beira since April 2006.  Mr
Gillard resigned as director, Chief Executive Officer and president on June 1, 2008.  After practicing as an accountant for over 31 years, during which time Mr. Gillard formed and developed a number of service related businesses, Mr. Gillard now focuses on corporate management, corporate governance and the evaluation and acquisition of resource projects.  During the past three years he has also served as a director of the following companies listed on the Australian and Canadian stock exchanges:





Caspian Oil & Gas Limited *


Aspen Group Limited *


Perseus Mining Limited *


Eneabba Gas Limited *                                                      appointed
2 August 2005


Tiger Resources Limited *                                                appointed 9 December 2005


Lindian Resources Limited *                                            appointed 30 October 2006


Elemental Minerals Limited                                               ceased 30 June 2008


Lafayette Mining Limited                                                  ceased 20 June 2008


Pioneer Nickel Limited                                                      
ceased 13 June 2008





* Current directorships





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 qualified geologist and a member of the Australian Institute of Mining and Metallurgy.  Mr. Eckhof migrated to Australia in 1988 to work for Mount Edon Gold Mines (Aust) Limited in Australia, Asia and Africa.  Since 1994, Mr. Eckhof has managed his own geological consultancy company and has considerable experience in assessing and acquiring mineral prospects around the world.  During the past three years,
Mr. Eckhof has also served as a director of the following listed companies: Moto Goldmines Limited (February 2003 - January 2008), Elemental Minerals Ltd (February 2006 - November 2007), Tiger Resources Ltd (June 2005 to October 2006), Condor Resources Limited (since September 1996), Aurora Gold Inc (July 2004 to May 2007) and African Metals Corporation (since November 2005). Mr Eckhof was appointed a director of Windy Knob Resources Ltd on April 17, 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 13 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.





Page - 22


(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”.





(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.





(h)           Code of Ethics





De Beira has adopted a code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14.1 – Code of Ethics for more information.  Also, De Beira’s code of ethics has been posted on its website at www.debeira.com.  De
Beira undertakes to provide any person with a copy of its code of ethics free of charge.  Please contact Susmit Shah at 011-61-8-9240-6717 to request a copy of De Beira’s code of ethics.  Management believes De Beira’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations;
and provide accountability for adherence to the code.





Item 11.  Executive Compensation


Page - 23





De Beira has paid $94,478 in compensation to its named executive officers during its fiscal year ended August 31, 2008.





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
2006
2007
2008
11,247
48,145
54,940
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
11,247
48,145
54,940Susmit Shah (1)
CFO
June 2006 – present
2006
2007
2008
21,597
87,559
30,981
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
21,597
87,559
30,981Reg Gillard
CEO and President
April 2006 – June 2008
2006
2007
2008
11,289
49,622
39,538
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
11,289
49,622
39,538Michele Fronzo (2)
CEO
May 2004 – April 2006
CFO
May 2004 - June 2006
2006
2007
2008
nil
n/a
n/a
nil
n/a
n/a
nil
n/a
n/a
nil
n/a
n/a
nil
n/a
n/a
nil
n/a
n/a
nil
n/a
n/a
nil
n/a
n/a





(1)Administration, accounting and secretarial fees of $30,981 (2007 - $87,559) were paid or payable to Corporate Consultants Pty Ltd, a company in which Mr. Shah is a director and has a beneficial
interest.


(2)Mr. Fronzo donated services of $4,500 in 2006.





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





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





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





Management Agreement





Pursuant to the terms and conditions of a management agreement, De Beira Goldfields Inc. 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.





Page - 24


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
10.05%


[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 59,696,785 shares of common stock issued and outstanding as of September 21, 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
1.20%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
1.20%


[1]Based on 59,696,785 shares of common stock issued and outstanding as of September 21, 2009.





Changes in Control





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





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





On April 6, 2006, De Beira retained the technical services of Corporate & Resource Consultants Pty. Ltd. (“CRC”), a private Australian company, which is owned in part by Reg Gillard, Klaus Eckhof, and Susmit Shah, the officer and director (and former director) of De Beira
Initially, CRC was appointed as technical consultant for De Beira, with responsibility for identifying and negotiating the acquisition of interests in prospective copper and gold projects in South America.  It was anticipated that at the conclusion of this phase, CRC would be responsible for the exploration and management of De Beira’s interests in the projects.  However, the parties have agreed that CRC will play no role in the future exploration and management of De Beira’s mineral
project interests. No amounts have been paid or are payable to CRC in relation to this agreement for the year ended August 31, 2008 or 2007.





Page - 25


Mr. Gillard, Mr. Eckhof and Mr. Shah are also directors and shareholders of Corporate Consultants Pty Ltd. (“CCPL”).  CCPL provides administration, accounting and company secretarial services to De Beira Goldfields Inc.  Fees paid or payable to CCPL
for the year ended August 31, 2008 were $30,981 (2007 - $87,559).





Management Agreement





Pursuant to the terms and conditions of a management agreement, De Beira 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.  De Beira paid
Mr. Gillard $5,000 Australian Dollars per month for providing such services and reimbursed Mr. Gillard for any reasonable out-of-pocket expenses that he incurred in fulfilling the terms of this arrangement while he was CEO.  See Exhibit 10.2 - Management Agreement for more details.





(b)           Transactions with Promoters





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





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





2008 - $16,000 - GHP Horwath, P.C.


2007 - $46,000 - GHP Horwath, P.C.





(2)  Audit-Related Fees





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





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


2007 - $Nil - GHP Horwath, P.C.





Page - 26





(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:





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


2007 - $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:





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


2007 - $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.





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, 2008 and 2007 and for the years ended August 31,
2008 and
2007, and for the period May 28, 2004 (inception) to August 31, 2008.
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 - 27







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:         September 21, 2009








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
September 21, 2009/s/ Susmit Shah
Chief Financial Officer,
Principal Financial Officer, Treasurer
and Corporate Secretary
September 21, 2009











Page - 28










Exhibit A













Page - 29









De Beira Goldfields Inc.
 Financial Statements
 Years Ended August 31, 2008 and 2007,
 and for the period from May 28, 2004 (Date of Inception)
 through August 31, 2008
 
 
 Contents
    Report 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 - 30
 
 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, 2008 and 2007, 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, 2008.
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, 2008 and 2007, 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, 2008,
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 $66,651 for the year ended August 31, 2008, and a deficit accumulated during the exploration stage of $11,875,470 for the period from
May 28, 2004 (inception) through August 31, 2008. The Company also has a limited history and no revenue producing operations. These conditions have persisted into 2009 and raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 /s/GHP HORWATH, P.C.
 GHP HORWATH, P.C.
 
 Denver, Colorado
 September 14, 2009
 
 
 
 F- 1
 
 
 
 
 
 
 De Beira Goldfields Inc.
 (An Exploration Stage Company)
 Balance Sheets
 (Expressed in US dollars)
 
 August 31,
2008
$


August 31,
2007
$ASSETSCurrent AssetsCash


38,609



39,432Receivables and other assets


38



20,128Total Assets (all current)


38,647



59,560LIABILITIES & STOCKHOLDERS’ (DEFICIT) EQUITYCurrent LiabilitiesAccounts payable


148,631



134,714Accrued liabilities, related party (Note 4)


206,638



80,499Accrued liabilities, other


96,953



48,756Loans and borrowings, related party (Note 4)


52,895



195,410Loans and borrowings (Notes 4 and 7)


740,000



740,000Total Liabilities (all current)


1,245,117



1,199,379Contingencies and Commitments (Notes 3, 4, 5 and 7)Stockholders’ (Deficit) Equity (Note 6)Common stock, $0.001 par value, 75,000,000 shares authorized44,096,785shares issued and outstanding


44,096



44,096Additional paid-in capital


10,609,154



10,609,154Donated capital


15,750



15,750Deficit accumulated during the exploration stage


(11,875,470
)


(11,808,819
)Total Stockholders’ Deficit


(1,206,470
)


(1,139,819
)Total Liabilities and Stockholders’ Deficit


38,647



59,560
 
 
 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, 2008


For the
Year Ended
August 31, 2007


Accumulated from May 28, 2004 (Date of Inception)
to August 31, 2008$



$



$Revenue

-



-



-Operating expensesDonated rent (Note 4)

-



-



5,250Donated services (Note 4)

-



-



10,500General and administrative

48,633



50,713



120,204Mineral property and exploration costs

843,914



3,702,039



4,739,777Management fees (Note 4)

248,521



285,891



556,948Professional fees (Note 4)

67,641



192,099



794,620Travel costs

35,400



210,797



332,300Write-off deferred acquisition cost (Note 3)

-



400,000



400,000Provision against Minanca loan

-



6,100,000



6,100,000Total operating expenses

1,244,109



10,941,539



13,059,599Other income (expense)Interest income

1,286



20,599



31,007Interest expense

(73,874
)


(23,050
)


(96,924
)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)

1,177,458



(2,451
)


1,184,129Net Loss

(66,651
)


(10,943,990
)


(11,875,470
)Net Loss  Per Share – Basic and Diluted

*



(0.26
)Weighted Average Shares Outstanding

44,096,785



42,489,669
 
 * 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, 2008
$


For the Year Ended August 31, 2007
$


Accumulated From May 28, 2004 (Date of Inception) to August 31, 2008
$Cash Flows From Operating ActivitiesNet loss

(66,651
)


(10,943,990
)


(11,875,470
)Adjustments to reconcile net loss to 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

-



400,000



400,000Provision against Minanca loan

-



6,100,000



6,100,000Change in operating assets and liabilities(Increase) / Decrease in receivables and other assets

20,090



(8,589
)


(38
)Increase in accounts payable and accrued liabilities

62,114



154,549



255,583Increase in amounts due to related parties

126,138



70,499



196,637Net cash used in operating activities

(318,356
)


(4,227,531
)


(5,367,085
)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

-



(5,100,000
)


(7,100,000
)Repayment of loan advance

-



1,000,000



1,000,000Net cash provided by (used in) investing activities

460,047



(4,100,000
)


(6,039,953
)Cash Flows From Financing ActivitiesLoans from related parties

-



594,313



594,313Loan repaid to related parties

(177,581
)


(398,902
)


(576,483
)Loan from unrelated third party

-



740,000



740,000Common shares issued for cash

-



6,106,000



10,652,750Net cash (used in) provided by financing activities

(177,581
)


7,041,411



11,410,580Effect of exchange rate changes on cash

35,067



-



35,067(Decrease) Increase in Cash

(823
)


(1,286,120
)


38,609Cash - Beginning of Period

39,432



1,325,552



–Cash - End of Period

38,609



39,432



38,609Supplemental DisclosuresInterest paid

73,874



23,050



96,924Income taxes paid

–



–



–Non-cash investing and financing activitiesCash paid to Goldplata on behalf of the Company (Note 5)

790,000



–



790,000
 
 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








TotalNumber of Shares


Amount
$


Paid-in
Capital
$


Donated
Capital
$


Accumulated
Deficit
$


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
)
 
 
 
  
 
 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 $66,651 for the year ended August 31, 2008, and a deficit accumulated during the exploration
stage of $11,875,470 for the period from May 28, 2004 (inception) through August 31, 2008. 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 have persisted into 2009 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, 2008, the Company had cash and cash equivalents of $38,609. 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. For the years ended August 31, 2008 and August 31, 2007 the effect of the 1,250,000 outstanding warrants would have been anti-dilutive, and therefore were not included in the calculations.
 
 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 adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109, on September 1, 2007.  FIN 48 requires that a position taken or expected to be taken in a tax return be recognized
in the financial statements when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
  F- 7
 2.     Significant Accounting Policies (continued)
 
 Upon adoption, the cumulative effect of applying the recognition and measurement provisions of FIN 48, if any, shall be reflected as an adjustment to the opening balance of retained earnings. The Company did not have any unrecognized tax benefits and there was no effect on the Company’s financial condition or results of operations
as a result of implementing FIN 48.
 
 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.
 
 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 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact the adoption of SFAS 159 will have on its 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 is effective for fiscal years beginning after November 15, 2007.  The Company is currently assessing the impact the adoption of SFAS 157 will have on its 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.
 
 F- 8
 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 financial statements issued for fiscal years beginning after December 15, 2008.  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 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 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 will be effective for financial statements issued for interim and annual periods ending after September 15, 2009, for most entities.  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, 2008 the loan advances equalled $6,100,000 ($1,000,000 was repaid during the 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.
 
 F- 9
 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 Friday, 14 December 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, the repayments have not been made and as a result, the loan has been fully reserved for in the financial statements, 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.
 
 4.           Related Party Transactions
 
 a)
The Company incurred management fees of $39,538 ($49,622 for the year ended August 31, 2007) and $54,940 ($48,145 for the year ended August 31, 2007) 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, 2008.
 
 b)
Included in professional fees are consulting fees of $30,981 during the year ended August 31, 2008 ($87,559 for the year ended August 31, 2007) 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, 2008, the Company has a liability of $64,271 owing for services provided
under this agreement.
 
 c)
On March 12, 2007 the Company received loan proceeds of $273,902 (AUD350,000) from an entity associated with the Company’s president.  This loan was repaid with 8% simple interest on May 10, 2007.
 
 On April 15, 2007 the Company received loan proceeds of $125,000 from a company in which the president and former director are directors and shareholders. This loan was repaid with 8% simple interest on May 10, 2007.
 
 On June 14, 2007 the Company received loan proceeds of $93,650 - translated at Balance Sheet date, (AUD114,543) from an entity associated with the Company’s president and chief executive officer. Interest is charged at 8% simple interest, is unsecured and has no stated maturity date. This loan with interest was repaid on May 29, 2008, however there is an interest component still outstanding.
 
 On August 1, and August 31, 2007 the Company received loan proceeds of $81,760 - translated at Balance Sheet date (AUD100,000) and $20,000 respectively, 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. The loans were outstanding at August 31, 2007. AUD 70,000 (US$67,193) was repaid
on May 29, 2008.
 
 F- 10
 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.
 
 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, 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. This loss represents 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.
 
 c)      Peruvian Gold / Silver Projects
 
 On July 5, 2006, the Company entered into agreements with the Goldplata Group to acquire an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru. The Company was granted an option to acquire up to 70% interest in each of these two projects on identical terms. The agreements 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.
 
 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 expenditure has been paid by the Company. In September 2007, the Company withdrew from the Acandi project and there are no residual rights or financial obligations.
 
 F- 11
 6.
Stockholders’ Equity
 
 a)
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.
 
 On August 30, 2006, the Company completed a private placement of 1,250,000 units at a price of $2.00 per unit for proceeds of $2,500,000. Each unit consists of one common share and one common share purchase warrant. Each share purchase warrant entitles the holder to acquire one additional common share at an exercise price of $2.50 per
share for a period of two years expiring August 31, 2008.
 
 During November 2006, the Company 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.
 
 b)
Warrants
 
 On August 31, 2008, 1,250,000 common share purchase warrants expired. There are no warrants outstanding as of August 31, 2008.
 
 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.
 
 
 F- 12
 8.     Income Taxes
 
 The components of the Company’s net deferred tax asset for the years ended August 31, 2008 and 2007 and the statutory tax rate, the effective tax rate and the valuation allowance are as follows:
 
 August 31, 2008


August 31, 2007Net operating losses


$     5,775,470



$     5,708,819Loan loss reserves


$     6,100,000



$     6,100,000Statutory tax rate


35
%


35
%Effective tax rate


-



-Deferred tax assets


$     4,156,415



$     4,133,087Valuation allowance


$   (4,156,415
)


$   (4,133,087
)Net deferred tax asset


-



-
 
 
 The Company has net operating loss carry-forwards for tax purposes of approximately $5,775,000 which commence expiring in 2028.  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.
 
 
 9.     Subsequent Events
 
 Subsequent to year end and up to the date of this report, $56,000 has been received from third parties to subscribe for 5,600,000 shares of the Company’s common stock and borrowings of $140,000 have been converted into 14,000,000 shares. In total 14,100,000 shares were issued on February 28, 2009, 1,500,000 were issued on May 28, 2009 and 4,000,000 shares are awaiting issue pending completion of the stock subscription
agreements and stock certificates.












F- 13









Exhibit 31











Page - 44




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, 2008 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:  September 21, 2009






/s/ Klaus Eckhof


Klaus Eckhof




Chief Executive Officer







Page - 45




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, 2008 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:  September 21, 2009






/s/ Susmit Shah


Susmit Shah




Chief Financial Officer







Page - 46








Exhibit 32











Page - 47







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, 2008 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 s.906 of the Sarbanes-Oxley Act of 2002, that:






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






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













/s/ Klaus Eckhof


Klaus Eckhof




Chief Executive Officer






September 21, 2009






Page - 48


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, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief Financial Officer of De Beira, certify, pursuant to s.906 of the Sarbanes-Oxley
Act of 2002, that:






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






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













/s/ Susmit Shah


Susmit Shah




Chief Financial Officer






September 21, 2009









Page - 49