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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB/A

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURTIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

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

For the transition period from _____________to ____________

Commission file number 001-32673

CAPITAL MINERAL INVESTORS,
INC(Name of small business Issuer in its charter)

|NEVADA                                                               | 25-1901892                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

CAPITAL MINERAL INVESTORS, INC101 Convention
Centre Drive, Suite 700, Las Vegas, Nevada 89109(Address of principal
executive offices)

(702) 284-5848(Issuers telephone number)

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock

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

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

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

State Issuers revenues for its most recent fiscal year: $0.

State the aggregate
  market value of the voting and non-voting common equity held by non-affiliates
  computed by reference to the price at which the common equity was sold, or the
  average bid and asked price of such common equity, as of a specified date within
  the past 60 days (See definition of affiliates in Rule 12b-2 of the Exchange
  Act): The aggregate market value based on a share price of $0.10 per share on
  August 12, 2008 for non-affiliate shares is $176,750.

State the number
  of shares outstanding of each of the Issuer's classes of common equity, as of
  the latest practicable date: August 13, 2008  9,699,497 shares of Common
  Stock

Documents incorporated
  by reference: None

Transitional Small Business Issuer Format (check one): Yes [ ]
No [ x ]

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PART I

|ITEM 1. | DESCRIPTION OF BUSINESS.
|------- | ------------------------

Business Development

Capital Mineral Investors, Inc. (the Corporation) was
incorporated under the laws of the State of Nevada on December 31, 2002.

The Corporations principal executive offices are located
  at Suite 700  101 Convention Centre Drive, Las Vegas, Nevada 89109 and
  the telephone number is (702)
  284-5848 .

The Corporation has
  not been involved in any bankruptcy, receivership or similar proceedings
  nor has there been any material reclassification, merger, consolidation or purchase
  or sale of a significant amount of assets not in the ordinary course of business
  of the Corporation.

Business of the Corporation

Overview

The Corporation is a start-up, exploration stage company
engaged in the business of the exploration and development of mineral
properties.

Presently,
  the Corporation has an active and material interest in the following properties:
  (collectively, the Properties).

|1. | The Fenton Property (Guercheville, Quebec); The Corporation
        purchased a 100% interest in the 26 claims from Maverick Investment Corporation.
        The claims are still registered in the name of Patrick OBrien, the
        sole shareholder and director of Maverick Investment Corporation but the
        Corporation is the beneficial owner. These 26 mineral claims total approximately
        417 hectares (1,030 acres). 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | The Que Property (Huddersfield, Quebec); The Corporation
        renewed two mineral claims (numbers 61305 and 61306 in NTS 31F15) and
        no others for the Que Property. The claims are registered in the name
        of Patrick OBrien and the Corporation has an option to acquire 80%
        of the interest in this property. The size of the claim area are 45.45
        (112 acres) and 45.42 hectares (112 acres) respectively
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | The Golden Darling Property (Larder Lake Mining District,
        Ontario); The Golden Darling Property consists of 5 contiguous claims
        (numbers 4208000, 3009278, 3009277, 4207999, and 4208001) of approximately
        113 hectares (380 acres) in size. The claims are registered in the name
        of Patrick OBrien and the Corporation has an option to acquire 80%
        of the interest in this property.               

Exploration Program Recommendations

The Corporation
  intends to develop and execute an exploration program for 2008 focused on its
  Golden Darling Property at a cost of $183,000 subject to the Corporation obtaining
  adequate financing. Management believes that this property will in the future
  provide the Corporation with potential for locating economic mineralization
  once an initial exploration and survey program is conducted. When we have the
  funds, exploration will be undertaken using modern methods to re-examine and
  assay previous economic ore grade locations. The exploration program will evaluate
  historical showings and perform a geophysical survey in conjunction with prospecting
  and geological mapping. Exploration will be undertaken with the goal of creating
  targets to test by mechanical trenching and or drilling. Initial exploration
  activities (grid establishment, geological sampling, soil sampling, rock sampling,
  geophysical surveys and mechanical trenching where deemed appropriate) do not
  involve ground disturbance and will not require a work permit. To date this
  kind of property scale information has not been done on this property. We expect
  to initiate surveying work during the third quarter of 2008 on the Golden Darling
  Property.

Our mineral
  claims do not have any mineral reserves. The properties that are the subject
  of our mineral claims are undeveloped and do not contain any open-pit or underground
  mines. There is no mining plant or equipment located on the properties. Exploration
  is currently on the preliminary stages. Our proposed exploration programs described
  below are exploratory in nature and there is no assurance that mineral reserves
  will be found.

---

The Corporation
  expects to engage a professional geologist to assist us in conducting mineral
  exploration. The Corporation has not collected any ore samples to date. When
  field work and sampling are undertaken, quality assurance and quality control
  protocols will be implemented and supervised by a professional geologist or
  trained geophysicist to guarantee assay precision and accuracy procedures and
  protocols. Presently, we have not hired such a professional.

Presently,
  we do not have any geological justification for each of our proposed exploration
  budgets described below because we do not have the funds to hire a professional
  geologist to make such determination in a recommended exploration program. The
  budgets described below are managements best estimates on a proposed exploration
  program based on their experience and initial assessment of the merits of the
  property. Management gives no reassurances that the exploration program proposed
  below is accurate or efficient in assessing the merits of any future and more
  extensive exploration program. We will have to raise a total of $183,000 to
  conduct survey work on the Golden Darling Property and we do not give any reassurances
  that we be successful in raising the money.

If we raise
  the funds raised in a private financing, the following will be the proposed
  exploration budgets for the Fenton, Que and Golden Darling Properties, respectively:

Fenton
  Property Proposed Work Program for 2008  2009

|Geological mapping, line cutting and magnetometer survey |   |       | 
|-------------------------------------------------------- | - | ----- | 
|Geologist 5 days @ $500/day                              | $ | 2,500 | 
|Room, Board, Quad                                        | $ | 2,000 | 
|Supplies                                                 | $ | 500   | 
|Reports and Maps                                         | $ | 2,000 | 
|Contingencies                                            | $ | 1,000 | 
|Total Fenton                                             | $ | 8,000 | 

|Que Property Proposed Work Program for 2009              |   |        | 
|-------------------------------------------------------- | - | ------ | 
|Geological mapping, line cutting and magnetometer survey |   |        | 
|2 technicians @ $500/day for 7 days                      | $ | 3,500  | 
|Room, Board, Quad                                        | $ | 3,000  | 
|Supplies                                                 | $ | 2,500  | 
|Reports and Maps                                         | $ | 2,500  | 
|Contingencies                                            | $ | 1,500  | 
|Total Que                                                | $ | 13,000 | 

|Golden Darling Property Proposed Work Program for 2008 |   |       | 
|------------------------------------------------------ | - | ----- | 
|Prospecting and Sampling                               |   |       | 
|2 technicians @ $600/day for 10 days                   | $ | 6,000 | 
|Travel to property                                     | $ | 5,000 | 

---

|Room, Board, Quad                        | $ | 4,000   | 
|---------------------------------------- | - | ------- | 
|Assays 50 @ $20 / sample                 | $ | 1,000   | 
|Supplies                                 | $ | 1,000   | 
|Geological mapping,                      |   |         | 
|Geologist 10 days @ $500/day             | $ | 5,000   | 
|Room, Board, Quad                        | $ | 4,000   | 
|Supplies                                 | $ | 1,000   | 
|Reports and Maps                         | $ | 4,000   | 
|Contingencies                            | $ | 4,000   | 
|Diamond Drilling                         |   |         | 
|1000 meters - $125/metre (all inclusive) | $ | 125,000 | 
|Report and Maps                          | $ | 10,000  | 
|Contingencies                            | $ | 13,000  | 
|Total
      Golden Darling               | $ | 183,000 | 

Competitive Business Conditions, Position and Methods of
Competitiveness

The Corporation operates in the highly competitive area of
mining and mineral exploration and production. Many of its competitors have much
greater financial and other resources than the Corporation possesses. Such
competitors have a greater ability to bear the economic risks inherent in all
phases of the industry. While the Corporation competes with other mining and
mineral exploration and production companies, there is no competition for the
exploration or removal of mineral out of the Corporations properties. There are
readily available markets for minerals that the Corporation is able to recover
from its properties. In the exploration and production business, the costs of
exploration and drilling program, the development of transportation systems to
bring future production to the market and transportation costs of minerals are
factors that affect the Corporations ability to compete in the marketplace.

Government Approval

The Corporations operations require licenses and permits
  from various governmental authorities. The Corporation believes that it holds,
  or will hold all necessary licenses and permits under applicable laws and regulations
  for its operations and believes it will be able to comply in all material respects
  with the terms of such licenses and permits. However, such licenses and permits
  are subject to change in various circumstances. There can be no guarantee that
  the Corporation will be able to obtain or maintain all necessary licenses and
  permits that may be required to maintain continued operations that economically
  justify the cost.

Governmental Regulations

The Corporations
  mineral exploration program is subject to the Canadian Mineral Tenure Act (the
  "Act"). This Act sets forth rules for locating claims, posting claims, working
  claims and reporting work performed. The Corporation is also subject to the
  applicable Ontario and Quebec Mineral Exploration Codes, which sets out how
  and where the Corporation can explore for minerals. The Corporation must comply
  with these laws to operate its business. Compliance with these rules and regulations
  will not adversely affect the Corporations operations.

---

The Corporation is also required to give written or verbal notification
  to the district inspector prior to the comment of exploration activities.

The Corporation is required to reclaim its mining claim after
it completes the exploration program. The Corporation must remove the garbage,
drums of fuel, clean the spills and fill in the open trenches.

Costs and Effects of Compliance with Environmental
Laws

The Corporation is also subject to the environmental laws of
  Ontario and Quebec .
  These laws deal with environmental matters relating to the exploration of mining
  properties. The goals are to protect the environment through a series of regulations
  affecting health, safety archeological sites and exploration access.

The Corporation is responsible to provide a safe working
environment, not disrupt archeological sites, and conduct its activities to
prevent unnecessary damage to the property.

The Corporation will secure all necessary permits for
exploration and, if exploration is warranted on the property, will file final
plans of operation before the Corporation starts any exploration operation.
Management anticipates no discharge of water into active stream, creek, river or
lake, or any other body of water regulated by environmental law or regulation.
No endangered species will be disturbed. Restoration of the disturbed land will
be completed according to law. All holes, pits and shafts will be sealed upon
abandonment of the property. It is difficult to estimate the cost of compliance
with the environmental law since the full nature and extent of the Corporations
proposed activities cannot be determined until it starts its operations and know
what will be involved from an environmental standpoint.

Management believes that the Corporation is in compliance with
the Act and will continue to comply with the Act in the future. Management
believes that compliance with the Act will not adversely affect the
Corporations business operations in the future.

Number of Total Employees and Full-Time Employees

At present, the Corporation has no employees other than Mr.
Jerry Dibble. Mr. Dibble holds offices of President, Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer of the Corporation. Mr.
Dibble dos not have an employment agreement with the Corporation. At December
31, 2006, management fees of $5,000 and rent expense of $2,400 is payable to Mr.
Dibble.

The Corporation presently does not have pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans,
however, any such plans may be adopted in the future.

Risk Factors

There is no
  assurance that our business will be profitable. We must conduct exploration
  to determine what amount and type of minerals, if any, exist on our property.
  We do not claim to have any reserves whatsoever at this time on any of our claims.
  An investment in our common stock involves a high degree of risk. You should
  carefully consider the risks described below and the other information in this
  report before investing in our common stock. If any of the following risks occur,
  our business, operating results and financial condition could be seriously harmed.

Because
  our management does not have formal training specific to the mining industry,
  there is a higher risk our business will fail.

Our management
  team does not have any formal training as geologists, or in the technical aspects
  of management of a company specializing in mining and exploration for base and
  precious metals. With no direct formal training in these areas, our management
  may not be fully aware of the specific technical requirements related to working
  within this industry. Our management team has limited business experience with
  exploration companies, their decisions and choices may not take into account
  standard exploration or mining approaches commonly used in the industry. As
  a result of this inexperience, there is a higher risk of our being unable to
  complete our business plan for the exploration of our mineral claims. In addition,
  we will have to rely on the technical services of others with expertise in geological
  exploration in order for us to carry our planned exploration program. If we
  are unable to contract for the services of such individuals, it will make it
  difficult and maybe impossible to pursue our business plan. There is thus a
  higher risk of business failure.

---

Because
  our property has not been physically examined by a professional geologist or
  mining engineer and no one has visited the sites of our property, you cannot
  rely on the accuracy of any information provided about our property.

Our property
  has not been physically examined in the field by a professional geologist or
  mining engineer. The information provided herein about our property cannot be
  confirmed as to its accuracy and should not be relied upon in your investment
  decision. If the property is inaccurately described as to the location, geological
  history, or historical exploration work, you may suffer losses to your investment
  in our Corporation because our property may not be valuable with respect to
  the possibility of finding precious metals.

We may
  not be able to continue as a going concern; we do not have funds to conduct
  exploration; and we risk losing our property.

Because
  of our lack of funds and short operating history incurring only expenses, our
  independent accountants' audit report states that there is substantial doubt
  about our ability to continue as a going concern. Our independent auditor pointed
  out that we incurred only losses since our inception raising substantial doubt
  about our ability to continue as a going concern. Therefore, our ability to
  continue as a going concern is highly dependent upon obtaining additional financing
  for our planned operations. Presently, we do not have any funds to conduct any
  exploration program. Our property agreements require us to make payments to
  the optionor and spend money on exploration. If we do not make these commitments,
  we may lose our interest in these property option agreements.

Patrick
  OBrien, the optionor to our property agreements, controls 52% of our shares
  and may influence corporate decisions that are inconsistent with the best interest
  of other shareholders.

Patrick
  OBrien, the sole shareholder and director of Maverick Investment Corporation,
  controls 52% of our common shares. Accordingly, in accordance with our articles
  of incorporation and bylaws, Mr. OBrien is able to control the election
  of our board of directors and thus could act, or could have the power to act,
  as our management. The interests of Mr. OBrien may not be, at all times,
  the same as that of other shareholders. Since Mr. OBrien is not simply
  a passive investor but is also, indirectly, a contractual party as the optionor
  in the Que and Golden Darling Property Option Agreements, where the Corporation
  has an option to acquire an 80% interest in the properties, his interests as
  a contractual party and significant shareholder may be adverse to those of other
  investors in the shares of our Corporation. Where those conflicts exist, Mr.
  OBrien may not exercise powers fairly to our other shareholders. Mr. OBrien
  will have the ability to significantly influence the outcome of most corporate
  actions requiring shareholder approval, including the potential merger with
  other companies and the sale of all or substantially all of our assets and amendments
  to our articles of incorporation. This concentration of ownership with Mr. OBrien
  may also have the effect of delaying, deferring or preventing a change in control
  of the Corporation, which may be disadvantageous to minority shareholders.

Title
  to the Fenton, Que and Golden Darling claims is registered in the name of Mr.
  Patrick OBrien and he may transfer title to third parties without our
  knowledge.

The Que
  and Golden Darling Property Option Agreements only give us a right to acquire
  the respective claims by fulfilling our obligations under the contract. We cannot
  absolutely prevent Mr. OBrien from transferring the claims to third parties
  without our knowledge. A third party has no way of knowing that we have rights
  to such claims since ownership is registered in the name of Mr. OBrien
  at the applicable Minerals Title Office. If these claims are transferred to
  third parties we may have to litigate in order to determine our ownership rights.
  There is no way of knowing if Mr. OBrien will or has transferred the claims
  to third parties. Our only protection is our contractual rights under the Que
  and Golden Darling Agreements. We have beneficial ownership of the Fenton claims
  but title is not registered in our name. Presently, there are no arrangements
  to transfer legal title to us.

---

Reports to Security-holders

The Corporation is a reporting company under the Securities
Exchange Act of 1934, as amended (the Exchange Act). As such, it is required
to file annual, quarterly and current reports, proxy statements and other
documents with the U.S. Securities and Exchange Commission (the SEC). You may
read and copy any material that the Corporation files with the SEC at the SECs
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
electronically filed by the Corporation with the SEC.

|ITEM 2. | DESCRIPTION OF PROPERTY.
|------- | ------------------------

The Hart Property  British Columbia

In September 2006, the Corporation completed sampling and
survey work on the Corporations existing mining claim located on the Hart
property in British Columbia (the Hart Claim). The samples were sent out for
analysis, and upon a review thereof, it was determined that the Hart Claim was
not valuable for further development.

In December 2006, when the Hart Claim expired, management
reviewed the data to date and determined not to renew the Hart Claim.

The Fenton Property  Guercheville,
Quebec

Overview

On May 31,
  2006, the Corporation entered into a purchase agreement (the Purchase
  Agreement) with Maverick Investment Corp. (the Maverick),
  wherein the Corporation purchased for a purchase price of $12,500 from the Vendor
  an undivided 100% interest in 26 mineral claims totaling approximately 417 hectares
  and situated on the Fenton property located in Guercheville, Quebec, subject
  to a net smelter return (a NSR) royalty of 3%. An annual advance
  royalty of $10,000 is payable to Maverick on each anniversary commencing on
  December 31, 2008 by an extension agreement dated March 18, 2008. The Fenton
  Property claims are not in good standing as of April 2008 and will need to be
  re-staked at a cost of CDN$1,200. The work required to be conducted on the property
  in order to keep the property in good standing is CDN$500 per claim per year.
  No exploration has yet been undertaken on the Fenton Property.

The claims
  are registered in the name of Patrick OBrien, a contractual party to our
  other property option agreements and significant shareholder of our Corporation
  beneficially owning 52% of our shares.

Location & Access

Access to the Fenton property is via paved highway route 113
between the towns of Chapais and Senneterre, Quebec. Access is along a forestry
gravel road turnoff at km 318 along the provincial highway 113 about 18
kilometres west of Chapais. This forestry road traverses in a south-west
direction along the river Opawica which traverses the property at kilometer 41
and 46. Optional access to the property using a forestry route from the town of
Desmaraisville (Lac Short) is also available.

---



---

Physiography, Climate and Infrastructure

The Chibougamau/Chapais area has a well-developed infrastructure
  to supporting mining projects, including transportation, a well-trained labor
  force, service and maintenance industries and an airport. Hydro-Quebec's electricity
  substation is nearby in Chapais and Chibougamau. Chapais Energie, Société
  en Commandite (''Chapais'') owns a 27.0MW electricity generating plant which
  burns wood waste and is located in the Town of Chapais, Québec.

The topography was carved by glaciers more than 10,000 years
  ago. Vegetation is bushy, typical of harvested forest, and the rocky surface
  is rugged. The area characterized by very little broken relief and therefore
  has badly drained areas, causing vast zones of marshes and peat bogs and shallow
  lakes. The climate of the Chapais area of Québec is characterized by striking
  regional variations, by long, cold winters and short, cool summers, and by ample
  year-round precipitation, about a third of which falls as snow. Winter weather
  is severe with temperatures to -50C and summer temperatures in the high 20C.
  Short transitional seasons in spring and fall are the norm for the area.

Claims

The Fenton Property consists of the following claims.

Claim
      Numbers
    Claim Numbers
    Claim NumbersCL 5254001
    CL
      5254013
    CL
      5254035CL 5254002
    CL
      5254018
    CL
      5254060CL 5254003
    CL
      5254019
    CL
      5254061CL 5254004
    CL
      5254020
    CL
      5254062CL 5254005
    CL
      5254026
    CL
      5254063CL 5254006
    CL
      5254031
    CL
      5254064CL 5254007
    CL
      5254032
    CL
      5254068CL 5254011
    CL
      5254033
    CL
      5254069CL 5254012
    CL
      5254034


(Located in NTS Area 32G11, Guercheville Township, Province of
Quebec )

The Que Property  Quebec

Overview

On May 31,
  2006, the Corporation entered into an option agreement (the Quebec Option
  Agreement) with Maverick for a two year term, wherein the Corporation
  acquired an option to purchase a 80% interest in 71 mineral claim cells and
  14 mineral claim lots situated on the Que property located in Huddersfield,
  Quebec, subject to a NSR royalty of 3% for a total of US$121,000 and 1,000,000
  Shares in the capital of the Corporation. An advance royalty of $10,000 per
  year is payable to Maverick and commences on December 31, 2008 and is due on
  each subsequent anniversary until the commencement of commercial production.

In addition,
  pursuant to the terms of the Quebec Option Agreement, the Corporation has the
  option to purchase from Maverick one-half of the 3% NSR royalty for the sum
  of $1,000,000.

The Corporation
  renewed, on March 30, 2007, what it considered to be the two most prospective
  claim cells, numbers 61305 and 61306, situated in NTS 31F15, by paying the required
  renewal fees of a total of CDN$2,592 for both claim cells. The next renewal
  date is March 30, 2009. The claims cells are 45.45 and 45.42 hectares in area
  size, respectively. Now, only two claims are subject to the Que Property Option
  Agreement.

Additionally,
  the Que Property Option Agreement was amended and restated on March 31, 2008.
  The schedule for the Corporation to make payments, issue shares and undertake
  exploration expenditures have been amended as follows:

|(a) | The Option to acquire 80% of the Que Property shall
        be exercised by the Corporation paying to Maverick Investment Corp. a
        total of US$121,500 and issuing a total of 1,000,000 shares of the Corporation
        to Maverick in the following manner:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|    | (i)                                                                                                                                                       | $1,500 upon execution of the Agreement (paid);                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                           |                                                                                                                                
|    | (ii)                                                                                                                                                      | $30,000 within 60 days of the execution of this Agreement
        (due date extended to December 31, 2008 by mutual agreement);
|    |                                                                                                                                                           |                                                                                                                                
|    | (iii)                                                                                                                                                     | 400,000 common shares upon the execution of this Agreement
        (issued May 31, 2006);                                      
|    |                                                                                                                                                           |                                                                                                                                
|    | (iv)                                                                                                                                                      | $40,000 and 300,000 common shares (issued April 1, 2007)
        on or before December 31, 2008; and                           
|    |                                                                                                                                                           |                                                                                                                                
|    | (v)                                                                                                                                                       | $50,000 and 300,000 common shares on or before December
        31, 2009.                                                      
|    |                                                                                                                                                           |                                                                                                                                
|(b) | The Corporation shall carry out cumulative
        exploration expenditures on the Que Property over a three year period
        in the following manner:
|    |                                                                                                                                                           |                                                                                                                                
|    | (i)                                                                                                                                                       | $100,000 on or before December 31, 2009;                                                                                       
|    |                                                                                                                                                           |                                                                                                                                
|    | (ii)                                                                                                                                                      | $300,000 on or before December 31, 2010 (cumulative);
        and                                                              
|    |                                                                                                                                                           |                                                                                                                                
|    | (iii)                                                                                                                                                     | $500,000 on or before December 31, 2011 (cumulative).                                                                          

As a result
  of delaying certain commitments during the year ending December 31, 2006, the
  Corporation issued 200,000 common shares on April 1, 2007 to the Optionor as
  additional compensation.

Under the
  terms of the Amendment Agreement re: Que Property dated March 18, 2008, if the
  Corporation fails to keep all of the original claims in good standing for the
  term of the Option Agreement, the Corporation will, upon the loss of more than
  the majority plus one of the original claims, compensate Maverick by issuing
  600,000 common shares of the Corporation to Maverick. These shares have been
  authorized for issuance on August 5, 2008 to Maverick but have not been issued.

Claim Numbers
      NTS
      Claim Numbers
      NTS
      Claim Numbers
      NTSCDC 61375
      31F09
      CDC
        61305
      31F15
      Range VII, Lot 18 (pending)
      31F15CDC 61376
      31F09
      CDC
        61306
      31F15
      Range VII, Lot 19 (pending)
      31F15


All of the above mineral titles are located in the Province of
Quebec, Canada

Location:

The property
  now consists of 2 claims totaling approximately 91 hectares located in Grand
  Calumet and Huddersfield Townships, Quebec, being approximately 37 km northwest
  of Hull on the Ottawa River and 4km NE of the village of Riviere-Berry.

---



---

Access:

The property is easily accessible via all weather gravel and
paved roads. History:

The Que property assemblage is a grass roots Uranium property
and it is up to the Company to develop the geological knowledge base for future
exploration. Government records show positive sampling and radiometric surveys
indicated significant radioactivity in the area during the early 1950s.

Property in the area was first worked by Calumet Uranium Mines
Ltd. from 1953 to 1954 during which period radiometric surveys, along with
stripping and sampling were undertaken following the discovery of significant
radioactivity. Based on these surveys and the positive sampling results, diamond
drilling was started in the spring of 1954 and by June 1955, 20,082 feet of
drilling in 39 holes had been completed.

Further drilling was undertaken in the area with a reported 80
  holes being drilled. Geological mapping, mineralogical studies, and further
  analysis followed with all work being completed by 1956.

The Golden Darling Property  Ontario

Overview

On May 31,
  2006, the Corporation entered into an option agreement (the Golden Darling
  Option Agreement) with Maverick for a two year term, wherein the Corporation
  acquired an option to purchase an 80% interest in 5 mineral claims situated
  on the Golden Darling property located in Larder Lake Mining District, Ontario,
  subject to a NSR royalty of 3% for a total of US$75,000 and 1,000,000 Shares
  in the capital of the Corporation. An advance royalty of $10,000 per year is
  payable to Maverick and commences on December 31, 2008 and is due on each subsequent
  anniversary until the commencement of commercial production.

In addition,
  pursuant to the terms of the Golden Darling Option Agreement, the Corporation
  has the option to purchase from Maverick one-half of the 3% NSR royalty for
  the sum of $1,000,000.

Additionally,
  the Golden Darling Option Agreement was amended and restated on March 31, 2008.
  The schedule for the Corporation to make payments, issue shares and undertake
  exploration expenditures have been amended as follows:

|(a) | The Option to acquire 80% of the Golden Darling
        Property shall be exercised by the Corporation paying to Maverick Investment
        Corp. a total of US$75,000 and issuing a total of 1,000,000 shares of
        the Corporation to Maverick in the following manner:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                
|    | (j)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (ii)                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                
|    | (iii)                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                
|    | (iv)                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                
|(b) | The Corporation shall carry out cumulative
        exploration expenditures on the Golden Darling Property over a three year
        period in the following manner:                                                                                                           
|    |                                                                                                                                                                                                                                                                                
|    | (i)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (ii)                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                
|    | (iii)                                                                                                                                                                                                                                                                          

As a result
  of delaying certain commitments during the year ending December 31, 2006, the
  Corporation issued 200,000 common shares on April 1, 2007 to the Optionor as
  additional compensation.

Golden Darling Property Description

The Golden Darling Property consists of 5 contiguous claims of
  approximately 280 acres in size. It consists of claims numbers 4208000, 3009278,
  3009277, 4207999, and 4208001, which are located 16 km southeast of Kirkland
  Lake, Ontario in the gold producing region of Abitibi Greenstone belt. The property
  is serviced by paved highway and is accessible for twelve months per year. Gold
  was discovered in 1914 on the property.

---



---

In May 2007,
  the Corporation engaged a geophysicist, J. H. Forbes, to conduct line-cutting
  grid work and a follow up magnetometer survey on the Golden Darling claims.
  Mr. Forbes performed the work and provided a report to the Corporation and subsequently
  filed to have the work credits applied to renew the claims as follows:

Claim Number
      Renewal Date4208000
      May 26, 20103009278
      June 02, 20133009277
      June 02, 20104207999
      May 26, 20094208001
      May 26, 2009


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

None.

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

No matters have been submitted during the fourth quarter of the
fiscal year covered by this Report to a vote of security holders, through the
solicitation of proxies or otherwise.

PART II

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

Market Information

The Corporations
  shares are traded under the symbol CMIV on the over-the-counter
  (OTC) market and quoted on the OTC Bulletin Board (the OTCBB)
  operated by the National Association of Securities Dealers (NASD).
  The Shares were listed for trading on the OTC market on October 19, 2005 and
  quotations reported by NASD since November 16, 2006. The Corporations
  shares were subsequently quoted for trading on the Pink Sheets effective July
  15, 2007.

The following table sets forth the range of high and low bid
information for the Corporations Shares for each quarter within the last two
fiscal years.

03/31/05
      06/30/05
      09/31/05
      12/31/05
      03/31/05
      06/30/06
      09/31/06
      12/31/06High
      n/a
      n/a
      n/a
      n/a
      n/a
      n/a
      n/a
      n/aLow
      n/a
      n/a
      n/a
      n/a
      n/a
      n/a
      n/a
      n/a


The quotations
  reflect inter-dealer prices, without retail mark-up, mark-down or commission,
  and may not represent actual transactions. The average bid and ask price of
  the Corporations stock on August 12, 2008 was $0.10 per share.

Holders

As of the
  date hereof, the number of holders of record of Shares is 62 and the number
  of total issued and outstanding Shares is 9,699,497.

Dividends

The Corporation has not declared any cash dividends on Shares
for the last two fiscal years. There are no restrictions in the Articles of
Incorporation and By-laws of the Corporation that limits the Corporations
ability to pay dividends on Shares. However, management does not anticipate
declaring and paying dividends on Shares in the near future since the intention
is to retain future earnings for use in the Corporations operations and the
expansion of its business.

---

Securities Authorized for Issuance under Equity Compensation
Plans

As of December 31, 2006, the end of the Corporations most
recently completed fiscal year, the Corporation did not have any compensation
plans (including individual compensation arrangement) under which equity
securities of the Corporation are authorized for issuance.

Recent Sales of Unregistered Securities

The Shares of the Corporation during the period covered by the
  Report that were not registered under the Securities Act were previously disclosed
  on Form 8-K filed with the SEC on June 23, 2006 under the file number 001-32673.

|ITEM 6. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION.
|------- | ----------------------------------------------------------------

Plan of Operation

The Corporation is a start-up, exploration stage company
engaged in the business of the exploration and development of mineral
properties.

The Corporation has not yet generated or realized any revenues
from its business operations. As at December 31, 2006, the Corporation had cash
resources of $1,994. Management believes that the funds will not last for the
next 12 months and the Corporation will need to raise additional funds in order
to implement its plan of business. The Corporation is presently considering a
variety of financing methods including private placement, joint venture and
option agreements with third parties.

In the next 12 months, the Corporation:

|1. | intends to conduct research in connection with the
      exploration of its properties;
|-- | ---------------------------------------------------------------------------------------
|   |                                                                                        
|2. | does not expect to purchase or sell any plant or
      significant equipment; and      
|   |                                                                                        
|3. | does not expect significant changes in the number of its
      employees.              

Managements Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations

Through Maverick, Ian Casidy was engaged to carry out
exploration on the Hart Property in January 2006. The Corporation paid $25,500
to Maverick in December 2005 for the services of Ian Cassidy. Since inception,
the Corporation has used its common stock to raise money and has also obtained
demand loans totaling $68,341 from the officers and directors and shareholders
of the Corporation for property acquisition, for corporate expenses and to repay
outstanding indebtedness, which include legal and auditing fees. Among the total
loans of $68,341, $25,000 was repaid without interest on May 12, 2005. Net cash
provided by financing activities from inception to December 31, 2006 was
$319,291 as the result of proceeds received from the founders of the
Corporation, from the public offering completed in March 2004 and from the
private placement completed in May 2005.

In the past two years the Corporation has spent $142,679 on its
properties. This includes $nil for the claims renewal fee in 2005, $109,000 in
2006 and $25,500 for the cost of our exploration program carried out in January
2006.

The Corporation has spent a total of $27,449 for legal fees for
the year ended December 31, 2006, for the preparation and filing of the annual
report, preparation and filing of the quarterly reports and for other legal
advice and services.

The Corporation has spent a total of $24,341 for
audit/accounting fees, $10,100 for the quarterly reports for the 2006 year.

For the year ended December 31, 2006, $3,518 was spent for
office administration and general office costs.

Liquidity and Capital Resources

As of December 31, 2006, the Corporation has yet to generate
any revenues from its business operations. The Corporation issued 6,000,000
founders shares on December 31, 2002. This was accounted for as capital of
$6,000. On March 23, 2004, the Corporation completed a public offering pursuant
to Form SB-2 prospectus by raising $34,950. Since inception, Mr. Dibble and Mr.
Derry advanced demand loans to the

---

Corporation in the total sum of $51,340.73, which was used for
organizational and start-up costs and the offering expenses incurred prior to
the completion of this offering. The loans do not bear interest. On May 3, 2005
the Corporation completed a private placement by issuing 1,400,000 shares of
common stock for $140,000, of which $25,000 was repaid to Mr. Derry as partial
repayment of his loan to the Corporation. The balance of the proceeds was used
for payment of costs for the exploration work of January 2006, legal and
accounting fees and working capital.

On June 23, 2006, the Corporation completed a private placement
by issuing 250,000 units, each unit consisting of one share of common stock and
one non-transferable share purchase warrant to one subscriber resident in the
United States at an offering price of $0.10 per unit for gross offering proceeds
of USD$25,000. Each warrant entitles the subscriber to purchase an additional
common share in the capital of the Corporation for 12 months at $0.20 per share
from the closing of the private placement. The sale of these securities was an
exempt distribution pursuant to section 4(6) of the Securities Act. At the time
the securities were purchased, the purchaser was an accredited investor as
defined under the Securities Act. The purchaser acquired the securities for his
own account. The certificate evidencing the securities cannot be offered, sold
or transferred other than pursuant to an effective registration statement under
the Securities Act, or pursuant to an applicable exemption from registration.
The securities sold are restricted securities as defined in Rule 144 of the
Rules and Regulations of the SEC. There was no advertising or public
solicitation in connection with the transactions by the Corporation. No
underwriters were involved with the sale of these shares and no commission or
other terms of remuneration were paid to any person in connection with such
sale. The Corporation has filed a Form D with the SEC and the related State
Securities and Exchange Commission.

On October 4, 2006, Mr. Dibble loaned $7,000 to the Corporation
and on December 12, 2006, Mr. Dibble loaned an additional $10,000 to the
Corporation. Both of these loans were not secured, carry no interest and have no
specific date for repayment.

As of December 31, 2006, the Corporation had cash resources of
$1,994. The Corporation had total liabilities of $88,629. This was primarily
comprised of the $43,341 loan from the founders, $27,888 in accounts payable and
accrued liabilities, and $17,400 due for services rendered by Jerry Dibble.

Safe Harbour

This Report contains forward-looking statements. These
statements relate to future events or future financial performance of the
Corporation. In some cases, you can identify forward-looking statements by
terminology such as "may", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential" or "continue" or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, that may cause the Corporation or its industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect current judgment
regarding the direction of the Corporations business, actual results will
almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein. Except as
required by applicable law, including the securities laws of the United States,
the Corporation does not intend to update any of the forward-looking statements
to conform these statements to actual results.

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

The Corporations audited financial statements for the fiscal
year ended December 31, 2006 are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

---

CAPITAL MINERAL INVESTORS, INC.(An Exploration Stage Company) 
  FINANCIAL STATEMENTS

DECEMBER 31, 2006

|REPORT OF INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------
|BALANCE SHEETS                                               
|STATEMENTS OF OPERATIONS                                     
|STATEMENT OF STOCKHOLDERS EQUITY
      (DEFICIT)            
|STATEMENTS OF CASH FLOWS                                     
|NOTES TO THE FINANCIAL STATEMENTS                            

---



|REPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------

To the Stockholders and Board of Directors of Capital Mineral
  Investors, Inc

We have audited the accompanying balance sheets of Capital Mineral
  Investors, Inc, (an exploration stage company), as of December 31, 2006 and
  2005 and the statements of operations, stockholders equity (deficit) and
  cash flows for the years ended December 31, 2006 and 2005 and the period from
  December 31, 2002 (inception) to December 31, 2006. These financial statements
  are the responsibility of the Company's management. Our responsibility is to
  express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform an audit to obtain reasonable assurance whether the
  financial statements are free of material misstatement. The Company is not required
  to have, nor were we engaged to perform, an audit of its internal control over
  financial reporting. Our audits included consideration of internal control over
  financial reporting as a basis for designing audit procedures that are appropriate
  in the circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a reasonable
  basis for our opinion.

In our opinion, these financial statements present fairly, in
  all material respects, the financial position of Capital Mineral Investors,
  Inc as of December 31, 2006 and 2005 and the results of its operations and its
  cash flows for the years ending December 31, 2006 and 2005 and the period from
  December 31, 2002 (inception) to December 31, 2006 are 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 has not generated revenues since inception,
  has incurred losses in developing its business, and further losses are anticipated.
  The Company requires additional funds to meet its obligations and the costs
  of its operations. These factors raise substantial doubt about the Companys
  ability to continue as a going concern. Managements plans in this regard
  are described in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

|DMCL                              
|------------------------------------
|                                    
|DALE MATHESON CARR-HILTON LABONTELLP
|CHARTERED ACCOUNTANTS               
|Vancouver, Canada                   
|April 10, 2007                      



---

|CAPITAL MINERAL INVESTORS, INC.
|-------------------------------
|(An Exploration Stage Company) 
|Balance Sheets                 
|(In US Dollars)                

|                                                           |  | December 31, |   |  | December 31, |  
|---------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                           |  | 2006         |   |  | 2005         |  
|                                                           |  | **$**        |   |  | **$**        |  
|ASSETS                                                     |  |              |   |  |              |  
|Current Assets                                             |  |              |   |  |              |  
|Cash and cash equivalents                                  |  | 1,994        |   |  | 75,345       |  
|Prepaid expenses                                           |  | -            |   |  | 21,250       |  
|Total Current Assets                                       |  | 1,994        |   |  | 96,595       |  
|                                                           |  |              |   |  |              |  
|Equipment(Note 2)                                          |  | 3,529        |   |  | 4,342        |  
|                                                           |  |              |   |  |              |  
|Total Assets                                               |  | 5,523        |   |  | 100,937      |  
|                                                           |  |              |   |  |              |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)       |  |              |   | 
|Current Liabilities                                        |  |              |   |  |              |  
|Accounts payable and accrued liabilities                   |  | 27,888       |   |  | 16,242       |  
|Notes payable (Note 4)                                     |  | 43,341       |   |  | 26,341       |  
|Due to related parties (Note 5)                            |  | 17,400       |   |  | -            |  
|Total Current Liabilities                                  |  | 88,629       |   |  | 42,583       |  
|                                                           |  |              |   |  |              |  
|Going concern contingency (Note 1)                         |  |              |   |  |              |  
|                                                           |  |              |   |  |              |  
|Stockholders' Equity (Deficit)                             |  |              |   |  |              |  
|Common Stock , $0.001 par value;                           |  |              |   |  |              |  
|Authorized: 75,000,000 shares                              |  |              |   |  |              |  
|Stock issued and outstanding:
      8,699,497 (7,749,497  |  |              |   |  |              |  
|2005)                                                      |  | 8,700        |   |  | 7,750        |  
|Additional paid in capital                                 |  | 267,250      |   |  | 173,200      |  
|Deficit, accumulated
      during exploration stage        |  | (359,056     | ) |  | (122,596     | )
|                                                           |  |              |   |  |              |  
|Total Stockholders'
      Equity (Deficit)                 |  | (83,106      | ) |  | 58,354       |  
|                                                           |  |              |   |  |              |  
|Total Liabilities
      and Stockholders' Equity           |  | 5,523        |   |  | 100,937      |  

The accompanying notes are an integral part of these financial
  statements

---

|CAPITAL MINERAL INVESTORS, INC.
|-------------------------------
|(An Exploration Stage Company) 
|Statements of Operations       
|(In U.S. Dollars)              

|                                         |  | Cumulative results |   |  |            |   |  |            |  
|---------------------------------------- |  | ------------------ | - |  | ---------- | - |  | ---------- | -
|                                         |  | of operations      |   |  |            |   |  |            |  
|                                         |  | Dec. 31, 2002      |   |  | Year Ended |   |  | Year Ended |  
|                                         |  | (inception) to     |   |  | Dec. 31,   |   |  | Dec. 31,   |  
|                                         |  | Dec. 31, 2006      |   |  | 2006       |   |  | 2005       |  
|                                         |  | **$**              |   |  | **$**      |   |  | **$**      |  
|                                         |  |                    |   |  |            |   |  |            |  
|Expenses                                 |  |                    |   |  |            |   |  |            |  
|Accounting and audit fees                |  | 41,610             |   |  | 24,341     |   |  | 11,407     |  
|Consulting fees                          |  | 1,200              |   |  | -          |   |  | 1,200      |  
|Depreciation expense                     |  | 3,720              |   |  | 1,193      |   |  | 567        |  
|Incorporation costs                      |  | 1,015              |   |  | -          |   |  | -          |  
|Legal fees                               |  | 99,434             |   |  | 27,449     |   |  | 13,632     |  
|Licenses, and dues                       |  | 1,082              |   |  | 150        |   |  | 407        |  
|Management Fees                          |  | 15,000             |   |  | 15,000     |   |  | -          |  
|Mineral property costs (Note3)           |  | 147,158            |   |  | 138,429    |   |  | 4,250      |  
|Office expenses                          |  | 6,686              |   |  | 3,518      |   |  | 1,984      |  
|Office Rent                              |  | 2,400              |   |  | 2,400      |   |  | -          |  
|Telephone and utilities                  |  | 6,975              |   |  | 2,310      |   |  | 1,871      |  
|Transfer and filing fees                 |  | 6,557              |   |  | 4,316      |   |  | 1,673      |  
|Travel
      and promotion               |  | 26,219             |   |  | 17,354     |   |  | 2,537      |  
|                                         |  | 359,056            |   |  | 236,460    |   |  | 39,528     |  
|                                         |  |                    |   |  |            |   |  |            |  
|Net Loss                                 |  | ($359,056          | ) |  | ($236,460  | ) |  | ($39,528   | )
|Basic and diluted
      loss per share   |  |                    |   |  | ($0.03     | ) |  | ($0.01     | )
|                                         |  |                    |   |  |            |   |  |            |  
|Weighted average number of common shares |  |                    |   |  |            |   | 
|outstanding                              |  |                    |   |  | 8,292,758  |   |  | 7,243,196  |  

---

|CAPITAL MINERAL INVESTORS, INC.                                                      
|-------------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                       
|Statement of Stockholders Equity (Deficit)                                          
|For the Period from Date of Inception on December 31, 2002
      to December 31, 2006
|(In U.S. Dollars)                                                                    

|                                 |  | Common Stock    |  |  |            |  |  |            |  |  |                   |  
|-------------------------------- |  | --------------- |  |  | ---------- |  |  | ---------- |  |  | ----------------- | -
|                                 |  |                 |  |  |            |  |  |            |  |  | Deficit           |  
|                                 |  |                 |  |  |            |  |  | Additional |  |  | Accumulated       |  
|                                 |  |                 |  |  |            |  |  | Paid-In    |  |  | During the        |  
|                                 |  | Number          |  |  | **Amount** |  |  | Capital    |  |  | Exploration Stage |  
|                                 |  | of
      Shares |  |  | **$**      |  |  | **$**      |  |  | $                 |  
|Issuance for cash at $0.001 per  |  |                 |  |  |            |  |  |            |  |  |                   |  
|share                            |  | 6,000,000       |  |  | 6,000      |  |  | -          |  |  | -                 |  
|Net loss                         |  | -               |  |  | -          |  |  | -          |  |  | (59,842           | )
|                                 |  |                 |  |  |            |  |  |            |  |  |                   |  
|Balance December 31, 2003        |  | 6,000,000       |  |  | 6,000      |  |  | -          |  |  | (59,842           | )
|                                 |  |                 |  |  |            |  |  |            |  |  |                   |  
|Issuance for cash at $0.10 per   |  |                 |  |  |            |  |  |            |  |  |                   |  
|share                            |  | 349,497         |  |  | 350        |  |  | 34,600     |  |  | -                 |  
|Net loss                         |  | -               |  |  | -          |  |  | -          |  |  | (23,226           | )
|                                 |  |                 |  |  |            |  |  |            |  |  |                   |  
|Balance December 31, 2004        |  | 6,349,497       |  |  | 6,350      |  |  | 34,600     |  |  | (83,068           | )
|                                 |  |                 |  |  |            |  |  |            |  |  |                   |  
|Issuance for cash at $0.10 per   |  |                 |  |  |            |  |  |            |  |  |                   |  
|share                            |  | 1,400,000       |  |  | 1,400      |  |  | 138,600    |  |  | -                 |  
|Net loss                         |  | -               |  |  | -          |  |  | -          |  |  | (39,528           | )
|Balance December 31, 2005        |  | 7,749,497       |  |  | 7,750      |  |  | 173,200    |  |  | (122,596          | )
|Issuance for cash at $0.10 per   |  |                 |  |  |            |  |  |            |  |  |                   |  
|share                            |  | 250,000         |  |  | 250        |  |  | 24,750     |  |  | -                 |  
|Capital stock issued for mineral |  |                 |  |  |            |  |  |            |  |  |                   |  
|property at $0.10 per share      |  | 700,000         |  |  | 700        |  |  | 69,300     |  |  | -                 |  
|Net loss                         |  | -               |  |  | -          |  |  | -          |  |  | (236,460          | )
|Balance December
      31, 2006  |  | 8,699,497       |  |  | 8,700      |  |  | 267,250    |  |  | (359,056          | )

---

|CAPITAL MINERAL INVESTORS, INC.
|-------------------------------
|(An Exploration Stage Company) 
|Statements of Cash Flows       
|(In U.S. Dollars)              

|                                             |   | Cumulative results |   |   |            |   |   |            |  
|-------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ---------- | -
|                                             |   | of operations      |   |   |            |   |   |            |  
|                                             |   | Dec. 31, 2002      |   |   | Year Ended |   |   | Year Ended |  
|                                             |   | (inception) to     |   |   | Dec. 31,   |   |   | Dec. 31,   |  
|                                             |   | Dec. 31, 2006      |   |   | 2006       |   |   | 2005       |  
|                                             |   | **$**              |   |   | **$**      |   |   | **$**      |  
|Operating Activities                         |   |                    |   |   |            |   |   |            |  
|Net loss                                     |   | (359,056           | ) |   | (236,460   | ) |   | (39,528    | )
|Items not representing an outlay of          |   |                    |   |   |            |   |   |            |  
|cash:                                        |   |                    |   |   |            |   |   |            |  
|Depreciation expense                         |   | 3,720              |   |   | 1,193      |   |   | 567        |  
|                                             |   |                    |   |   |            |   |   |            |  
|Changes in operating assets and liabilities: |   |                    |   |   |            |   |   |            |  
|Prepaid
      expenses                       |   | -                  |   |   | 21,250     |   |   | (21,250    | )
|Accounts payable and accrued                 |   |                    |   |   |            |   |   |            |  
|liabilities                                  |   | 27,887             |   |   | 11,646     |   |   | 14,912     |  
|Due to related parties                       |   | 17,400             |   |   | 17,400     |   |   | -          |  
|                                             |   | (310,049           | ) |   | (184,971   | ) |   | (45,299    | )
|Financing Activities                         |   |                    |   |   |            |   |   |            |  
|Notes payable                                |   | 43,341             |   |   | 17,000     |   |   | (25,000    | )
|Common stock subscribed                      |   | 275,950            |   |   | 95,000     |   |   | 140,000    |  
|                                             |   | 319,291            |   |   | 112,000    |   |   | 115,000    |  
|Investing Activities                         |   |                    |   |   |            |   |   |            |  
|Equipment purchases                          |   | (7,248             | ) |   | (380       | ) |   | (2,479     | )
|                                             |   |                    |   |   |            |   |   |            |  
|Net increase (decrease) in cash              |   | 1,994              |   |   | (73,351    | ) |   | 67,222     |  
|Cash and equivalents, beginning of year      |   | -                  |   |   | 75,345     |   |   | 8,123      |  
|Cash and cash equivalents,
      end of year | $ | 1,994              |   | $ | 1,994      |   | $ | 75,345     |  

The accompanying notes are an integral part of these financial
  statements

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 1. | ORGANIZATION AND NATURE OF BUSINESS
|------- | -----------------------------------

| | (a) | The Company was incorporated on December 31, 2002 under
        the Company Act of the State of Nevada, U.S.A., to pursue mineral exploration.
        The inception date is December 31, 2002. The fiscal year end of the Company
        is December 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | The Company has been in the exploration stage since
        its inception date and has not yet realized any revenues from its operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | These financial statements have been prepared on a going
        concern basis which assumes the Company will be able to realize its assets
        and discharge its liabilities in the normal course of business for the
        foreseeable future. The Company has incurred losses since inception resulting
        in an accumulated deficit of $359,056 as at December 31, 2006 and further
        losses are anticipated in the development of its business raising substantial
        doubt about the Companys ability to continue as a going concern.
        The continued operations of the Company and the recoverability of the
        carrying value of assets is dependent upon the ability of the Company
        to obtain necessary financing to fund future exploration activities and
        operations and ultimately to attain profitable operations. However, there
        are inherent uncertainties in mineral exploration and management cannot
        provide assurances that it will be successful in this endeavour.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | The Company will depend almost exclusively on outside
        capital to fund exploration, development and administrative activities.
        Such outside capital will include proceeds from the issuance of equity
        securities. There can be no assurance that capital will be available as
        necessary to meet these requirements or, if the capital is available,
        that it will be on terms acceptable to the Company. The issuances of additional
        equity securities by the Company may result in a significant dilution
        in the equity interests of its current stockholders. If the Company is
        unable to obtain financing in the amounts and on terms deemed acceptable,
        the business and future success may be adversely affected.                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | Given the Company's limited operating history, lack
        of revenue, and its operating losses, there can be no assurance that it
        will be able to achieve or maintain profitability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Basis of Presentation

These financial statements are presented
  in United States dollars and have been prepared in accordance with accounting
  principals generally accepted in the United States.

Exploration Stage Company

Capital Mineral Investors, Inc. is classified
  as an exploration stage company as it does not have an established commercial
  deposit and is not in the production stage.

---

|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|------- | ------------------------------------------

Use of Estimates and Assumptions

The preparation of financial statements
  in conformity with generally accepted accounting principles requires management
  to make estimates and assumptions that affect certain reported amounts and disclosures.
  Accordingly, actual results could differ from those estimates. Significant areas
  where management has used estimates include the number of years that equipment
  is amortized and the tax rates used to calculate deferred income taxes.

Cash and Cash Equivalents

Cash and cash equivalents consist of
  cash on deposit and highly liquid short-term interest bearing securities with
  maturity at the date of purchase of three months or less.

Income Taxes

The Company utilizes the liability method
  of accounting for income taxes as set forth in SFAS No. 109 Accounting
  for Income Taxes. Under the liability method, deferred taxes are determined
  based on the temporary differences between the financial statement and tax bases
  of assets and liabilities using enacted tax rates. At December 31, 2006, full
  deferred tax asset valuation allowance has been provided and no deferred tax
  asset benefit has been recorded.

Basic and Diluted Loss per Common
  Share

As required by SFAS No. 128, Earnings
  per Share, basic loss per share is computed by dividing the loss for the period
  by the weighted average number of common stocks outstanding for the period.
  Diluted loss per share reflects the potential dilution of securities by including
  other potential common stock, including stock options and warrants, in the weighted
  average number of common shares outstanding for a period and is not presented
  where the effect is anti-dilutive. As the effect of potential dilution of securities
  has no impact on the current periods basic loss per share, diluted loss
  per share is equal to basic loss per share.

Fair Value of Financial Instruments

In accordance with the requirements of
  SFAS No.107, Disclosures about Fair Value of Financial Instruments,
  the Company has determined the estimated fair value of financial instruments
  using available market information and appropriate valuation methodologies.
  The fair value of financial instruments classified as current assets or liabilities
  include cash and cash equivalents, accounts payable and note payables, which
  approximate their carrying value due to the short-term maturity of the instruments.

Concentration of Credit Risk

Financial instruments that potentially
  subject the Company to a significant concentration of credit risk consist primarily
  of cash and cash equivalents which are not collateralized. The Company limits
  its exposure to credit loss by placing its cash and cash equivalents with high
  credit quality financial institutions.

Long-lived assets

The Company reviews equipment and certain
  identifiable intangibles, excluding goodwill, for impairment in accordance with
  SFAS No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
  Assets to Be Disposed Of. Long-lived assets are reviewed for impairment whenever
  events or changes in circumstances indicate the carrying amount of an asset
  may not be recoverable. Recoverability of these assets is measured by comparison
  of its carrying

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|------- | ------------------------------------------------------

Long -lived assets (continued)

amount to future undiscounted cash flows
  the assets are expected to generate. If equipment and certain identifiable intangibles
  are considered to be impaired, the impairment to be recognized equals the amount
  by which the carrying value of the assets exceeds its fair market value. For
  the year ended December 31, 2006, the Company had no material impairment of
  its long-lived assets.

Equipment

Equipment is stated at cost less accumulated
  depreciation. Depreciation is based on the declining balance basis at the following
  rates:

|Computer         | - | 30% per annum
|---------------- | - | -------------
|Office equipment | - | 20% per annum

As at December 31, 2006, fixed assets
  and accumulated depreciation are as follows:

| |                   |   |       |  |   | Accumulated  |  |   | Net Book | 
| | ----------------- | - | ----- |  | - | ------------ |  | - | -------- | 
| | December 31, 2006 |   | Cost  |  |   | Depreciation |  |   | Value    | 
| | Office equipment  | $ | 1,658 |  | $ | 780          |  | $ | 878      | 
| | Computer          |   | 5,591 |  |   | 2,940        |  |   | 2,651    | 
| |                   | $ | 7,249 |  | $ | 3,720        |  | $ | 3,529    | 

| |                   |   |       |  |   | Accumulated  |  |   | Net Book | 
| | ----------------- | - | ----- |  | - | ------------ |  | - | -------- | 
| | December 31, 2005 |   | Cost  |  |   | Depreciation |  |   | Value    | 
| | Office equipment  | $ | 1,658 |  | $ | 561          |  | $ | 1,097    | 
| | Computer          |   | 5,211 |  |   | 1,966        |  |   | 3,245    | 
| |                   | $ | 6,869 |  | $ | 2,527        |  | $ | 4,342    | 

Foreign currency translation

The financial statements are presented
  in United States dollars. In accordance with Statement of Financial Accounting
  Standards No. 52, Foreign Currency Translation, foreign denominated
  monetary assets and liabilities are translated into their United States dollar
  equivalents using foreign exchange rates that prevailed at the balance sheet
  date. Non-monetary assets and liabilities are translated at the exchange rates
  prevailing on the transaction date. Revenue and expenses are translated at average
  rates of exchange during the year. Gains or losses resulting from foreign currency
  transactions are included in results of operations.

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|------- | ------------------------------------------------------

Stock-based Compensation

On January 1, 2006, the Company adopted
  SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses
  the accounting for stock-based payment transactions in which an enterprise receives
  employee services in exchange for (a) equity instruments of the enterprise or
  (b) liabilities that are based on the fair value of the enterprises equity
  instruments or that may be settled by the issuance of such equity instruments.
  In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting
  Bulletin (SAB) No. 107, which provides supplemental implementation guidance
  for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based
  compensation transactions using the intrinsic value method under Accounting
  Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
  and instead generally requires that such transactions be accounted for using
  a fair-value-based method. The Company uses the Black-Scholes-Merton (BSM)
  option-pricing model to determine the fair-value of stock-based awards under
  SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS
  No. 123, Accounting for Stock-Based Compensation. The Company has elected the
  modified prospective transition method as permitted by SFAS No. 123R and accordingly
  prior periods have not been restated to reflect the impact of SFAS No. 123R.
  The modified prospective transition method requires that stock-based compensation
  expense be recorded for all new and unvested stock options, restricted stock,
  restricted stock units, and employee stock purchase plan shares that are ultimately
  expected to vest as the requisite service is rendered beginning on January 1,
  2006 the first day of the Companys fiscal year 2006. Stock-based compensation
  expense for awards granted prior to January 1, 2006 is based on the grant date
  fair-value as determined under the pro forma provisions of SFAS No. 123.

Mineral Property Costs

The Company is primarily engaged in the
  acquisition, exploration and development of mineral properties.

Mineral property acquisition costs are
  capitalized in accordance with EITF 04-2 when management has determined that
  probable future benefits consisting of a contribution to future cash inflows
  have been identified and adequate financial resources are available or are expected
  to be available as required to meet the terms of property acquisition and budgeted
  exploration and development expenditures. Mineral property acquisition costs
  are expensed as incurred if the criteria for capitalization are not met. In
  the event that mineral property acquisition costs are paid with Company shares,
  those shares are valued at market at the time the shares are due.

Mineral property exploration costs are
  expensed as incurred.

When mineral properties are acquired
  under option agreements with future acquisition payments to be made at the sole
  discretion of the Company, those future payments, whether in cash or shares,
  are recorded only when the Company has made or is obliged to make the payment
  or issue the shares. Because the Company has not yet earned the legal rights
  to its mineral properties under option agreements, all option payments have
  been expensed to date.

When it has been determined that a mineral
  property can be economically developed as a result of establishing proven and
  probable reserves and pre feasibility, the costs incurred to develop such property
  are capitalized.

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|------- | ------------------------------------------------------

Mineral Property Costs (continued)

Estimated future removal and site restoration
  costs, when determinable are provided over the life of proven reserves on a
  units-of-production basis. Costs, which include production equipment removal
  and environmental remediation, are estimated each period by management based
  on current regulations, actual expenses incurred, and technology and industry
  standards. Any charge is included in exploration expense or the provision for
  depletion and depreciation during the period and the actual restoration expenditures
  are charged to the accumulated provision amounts as incurred.

As of the date of these financial statements,
  the Company has incurred only acquisition and exploration costs which have been
  expensed.

To date the Company has not established
  any proven or probable reserves on its mineral properties.

Environmental Costs

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

Recent Accounting Pronouncements

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

In March 2006, the FASB issued SFAS No.
  156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement
  No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments
  of Liabilities". This statement requires all separately recognized servicing
  assets and servicing liabilities be initially measured at fair value, if practicable,
  and permits for subsequent measurement using either fair value measurement with
  changes in fair value reflected in earnings or the amortization and impairment
  requirements of Statement No. 140.

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|------- | ------------------------------------------------------

Recent Accounting Pronouncements
  (continued)

The subsequent measurement of separately
  recognized servicing assets and servicing liabilities at fair value eliminates
  the necessity for entities that manage the risks inherent in servicing assets
  and servicing liabilities with derivatives to qualify for hedge accounting treatment
  and eliminates the characterization of declines in fair value as impairments
  or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
  year beginning after September 15, 2006. This standard is not expected to have
  a significant effect on the Companys future reported financial position
  or results of operations.

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

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

In September 2006, the SEC issued Staff
  Accounting Bulletin (SAB) No. 108, Considering the Effects
  of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
  Statements. SAB No. 108 addresses how the effects of prior year uncorrected
  misstatements should be considered when quantifying misstatements in current
  year financial statements. SAB No. 108 requires companies to quantify misstatements
  using a balance sheet and income statement approach and to evaluate whether
  either approach results in quantifying an error that is material in light of
  relevant quantitative and qualitative factors. SAB No. 108 is effective for
  periods ending after November 15, 2006. The adoption of SAB No. 108 has not
  had a material effect on the Companys financial position and results of
  operations.

In February 2007, the FASB issued SFAS
  No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.
  This Statement permits entities to choose to measure many financial a

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|------- | ------------------------------------------------------

Recent Accounting Pronouncements
  (continued)

assets and financial liabilities at fair
  value. Unrealized gains and losses on items for which the fair value option
  has been elected are reported in earnings. SFAS No. 159 is effective for fiscal
  years beginning after November 15, 2007. The Company is currently assessing
  the impact of SFAS No. 159 on its financial position and results of operations.

|Note 3. | MINERAL CLAIM
|------- | -------------

| | A) | Hart claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company is the beneficial owner of a 100% interest
        in two mineral claims in the Similkameen Mining Division located southwest
        of Kelowna, British Columbia, Canada. In order to maintain the claims
        the holder must either perform exploration work on the claim during the
        anniversary year or pay cash in lieu of such work. During the first three
        years of a claim's existence, the cash in lieu amount is US$3.40 (CDN$4.00)
        per unit with an additional US$0.34 (CDN$0.40) per unit as a recording
        fee. The cash in lieu amount increases to US$6.80 (CDN$8.00) per unit
        after the third year. Work performed must equal or exceed the minimum
        specified value per unit; and excess value of work in one year can be
        applied to cover work requirements on the claim for additional years.
        During the first three years, the Company must spend over US$2,475 (CDN$2,912)
        each year on exploration to keep the property in good standing. After
        the first three years the cost would be US$7,426 (CDN$8,736) per year.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Hart claims expired as of December 31, 2006, management
        reviewed the data to date and determined not to renew the Hart claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | B) | Que claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | On May 31, 2006 the Company entered into an Option Agreement
        (the Que Agreement) to acquire an option to purchase 80% of
        71 claims cells and 14 claims lots in Quebec, Canada. The Company agreed
        to pay a total $121,000 and issue a total of 1,000,000 common stocks of
        the Company. The details of the Que Agreement are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| | i)   | The Company must pay $1,500 upon execution
        of the agreement (paid);                                                                             
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                         
| | ii)  | The Company must pay $30,000 within 60 days
        of execution of the agreement;                                                                      
| |      |                                                                                                                                                         
| | iii) | The Company must issue 400,000 common stock
        upon the execution of the agreement (issued);                                                       
| |      |                                                                                                                                                         
| | iv)  | The Company must pay $40,000 and issue 300,000
        common stock on or before May 12, 2007;                                                          
| |      |                                                                                                                                                         
| | v)   | The Company must pay $50,000 and issue 300,000
        common stock on or before May 12, 2008;                                                          
| |      |                                                                                                                                                         
| | vi)  | The Company shall carry out cumulative exploration
        expenditures on the property over the three years of the Option Agreement
        as follows:
| |      |                                                                                                                                                         
| |      | (a)                                                                                                                                                     
| |      |                                                                                                                                                         
| |      | (b)                                                                                                                                                     
| |      |                                                                                                                                                         
| |      | (c)                                                                                                                                                     

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 3. | MINERAL CLAIM (continued)
|------- | -------------------------

| | B) | Que claims (continued)
| | -- | ----------------------
| |    |                       
| |    | vii)                  
| |    |                       
| |    | viii)                 

Subsequent to December 31, 2006, the
  Optionor agreed to amend the term of the agreement. (Note 9a)

| | C) | Golden Darling claims                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | On May 31, 2006 the Company entered into an
        Option Agreement (the Golden Agreement) to acquire an option
        to purchase 80% of 5 claims in Boston Township, Larder Lake Mining Division,
        Ontario, Canada. The Company agreed to pay a total of $75,000 and issue
        a total of 1,000,000 common stocks of the Company. The details of the
        Golden Agreement are as follows:
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | i)                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | ii)                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | iii)                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | iv)                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | v)                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | vi)                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | vii)                                                                                                                                                                                                                                                                                                                                                                                                          

Subsequent to December 31, 2006, the
  Optionor agreed to amend the term of the agreement. (Note 9b)

| | D) | Fenton claims                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | On May 31, 2006 the Company entered into a Purchase
        Agreement (the Fenton Agreement) to purchase 100% of 26 claims
        in the Guercheville Township, Quebec, Canada for $12,500 (paid). The Company
        will pay a 3% net smelter return as a royalty, including an annual advance
        royalty of $10,000 per year commencing on the first anniversary of the
        Fenton Agreement

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 3. | MINERAL CLAIM (continued)
|------- | -------------------------

Due to the preliminary stage of exploration
  activities on the Companys properties, to date, all mineral property acquisition
  cost have been impaired and expensed on the statement of operations.

On June 13, 2006, the owner of the optionor
  of the Que Agreement, Golden Darling Agreement and Fenton Agreement became a
  significant shareholder of the Company pursuant to a private share purchase
  agreement with a former shareholder

|Note 4. | NOTES PAYABLE
|------- | -------------

Notes payable are due to certain of the
  Companys directors, officers and a former director. These notes are unsecured,
  non-interest bearing, and have no specific terms of repayment

|Note 5. | DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS
|------- | -----------------------------------------------------

During the year ended December 31, 2006,
  The Company had transactions with certain officers and directors of the Company
  as follows:

| | (a) | incurred $15,000 (2005 - $nil) in management and consulting
        fees; and
| | --- | -----------------------------------------------------------------------------
| |     |                                                                              
| | (b) | incurred $2,400 (2005 - $nil) in rental expense                              

All related party transactions were recorded
  at the exchange amount, which is the value established and agreed to by the
  related parties reflecting arms length consideration payable for similar services
  or transfers.

|Note 6. | CAPITAL STOCK
|------- | -------------

75,000,000 common shares with a par value
  of $0.001 per share.

During the year ended December 31, 2006,
  the Company issued:

| | a) | 250,000 units pursuant to a private placement for total
        proceeds of $25,000. Each unit consist one common stock and one share
        purchase warrant. Each share purchase warrants entitles the holder to
        purchase one common stock for $0.20 per shares for a 12 month period.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                  
| | b) | 700,000 shares of common stock pursuant to terms of
        two option agreements and one purchase agreement for acquisition of mineral
        properties with fair value of $70,000 (Note 3).                                                                                                  

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|Note 6. | CAPITAL STOCK (continued)
|------- | -------------------------

The Company has issued share purchase
  warrants as follows:

| |                                     |  | Number       |  |   | Weighted average |  |  | Weighted average | 
| | ----------------------------------- |  | ------------ |  | - | ---------------- |  |  | ---------------- | 
| |                                     |  | of           |  |   | exercise price   |  |  | life (months)    | 
| |                                     |  | **warrants** |  |   |                  |  |  |                  | 
| | Balance, December 31, 2005 and 2004 |  | -            |  |   | -                |  |  | -                | 
| |                                     |  |              |  |   |                  |  |  |                  | 
| | Issued during the period            |  | 250,000      |  | $ | 0.20             |  |  | 6                | 
| |                                     |  |              |  |   |                  |  |  |                  | 
| | Balance, December 31, 2006          |  | 250,000      |  | $ | 0.20             |  |  | 6                | 

To December 31, 2006, the Company has
  not granted any stock options or recorded any stock-based compensation.

|**Note 7.** | CONTINGENCIES
|----------- | -------------

The Company operates in the field of
  mineral exploration and is therefore subject to provincial and federal environmental
  regulations of Canada. Due to the diversity of these regulations, compliance
  at all times cannot be assured.

|**Note 8.** | INCOME TAXES
|----------- | ------------

The Company has adopted FASB No. 109
  for reporting purposes. As of December 31, 2006, the Company had net operating
  loss carry forwards of approximately $359,000 that may be available to reduce
  future years taxable income. These carry forwards will begin to expire,
  if not utilized, commencing in 2022. Future tax benefits which may arise as
  a result of these losses have not been recognized in these financial statements,
  as their realization is determined not likely to occur and accordingly, the
  Company has recorded a valuation allowance for the deferred tax asset relating
  to these tax loss carry forwards.

The Company reviews its valuation allowance
  requirements on an annual basis based on projected future operations. When circumstances
  change and this causes a change in managements judgment about the recoverability
  of future tax assets, the impact of the change on the valuation allowance is
  generally reflected in current income.

A reconciliation of income tax computed
  at the federal and state statutory tax rates and the Companys effective
  tax rate is as follows:

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|**Note 8.** | INCOME TAXES (continued)
|----------- | ------------------------

| |                                                 |  | Year ended        |    |  | Year ended        |   
| | ----------------------------------------------- |  | ----------------- | -- |  | ----------------- | --
| |                                                 |  | December 31, 2006 |    |  | December 31, 2005 |   
| |                                                 |  |                   |    |  |                   |   
| | Federal income tax provision at statutory rate  |  | (35.0             | )% |  | (35.0             | )%
| | States income tax provision at statutory rates, |  |                   |    |  |                   |   
| | net of federal income tax effect                |  | (7.0              | )% |  | (7.0              | )%
| |                                                 |  |                   |    |  |                   |   
| | Total income tax provision                      |  | (42.0             | )% |  | (42.0             | )%

The actual income tax provisions differ
  from the expected amounts calculated by applying the combined federal and state
  corporate income tax rates to the Companys loss before income taxes. The
  components of these differences are as follows:

| |                                        |   | 2006     |   |   | 2005    |  
| | -------------------------------------- | - | -------- | - | - | ------- | -
| |                                        |   |          |   |   |         |  
| | Loss before income taxes               | $ | (236,460 | ) | $ | (39,528 | )
| | Corporate tax rate                     |   | 42.00%   |   |   | 42.00%  |  
| |                                        |   |          |   |   |         |  
| | Expected tax expense (recovery)        |   | (99,313  | ) |   | (16,602 | )
| |                                        |   |          |   |   |         |  
| | Increase (decrease) resulting from:    |   |          |   |   |         |  
| | Temporary difference on equipment      |   | 1,562    |   |   | 1,221   |  
| | Loss
      carryforwards               |   | 97,751   |   |   | 15,381  |  
| | Future income tax provision (recovery) | $ | -        |   | $ | -       |  

The Companys deferred tax asset
  is as follows:

| |                              |   | 2006     |   |   | 2005    |  
| | ---------------------------- | - | -------- | - | - | ------- | -
| |                              |   |          |   |   |         |  
| | Long-term deferred tax asset |   |          |   |   |         |  
| | Loss carry forwards          | $ | 150,802  |   | $ | 52,251  |  
| | Valuation allowance          |   | (150,802 | ) |   | (52,251 | )
| |                              | $ | -        |   | $ | -       |  

As the criteria for recognizing future
  income tax assets have not been met due to the uncertainty of realization, a
  valuation allowance of 100% has been recorded for the current and prior year.

---

|CAPITAL MINERAL INVESTORS, INC.  
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|At December 31, 2006             
|(In U.S. Dollars)                

|**Note 9.** | SUBSEQUENT EVENTS
|----------- | -----------------

| | A) | On April 1, 2007, the optionor of the Que Agreement
        has agreed to delay the payments of $30,000 otherwise payable on December
        31, 2006, and $40,000 other wise payable on May 12, 2007 pursuant to the
        terms on the Que Agreement, until July 1, 2007. The optionor has also
        agreed to extend the payment of the cash Advance Royalty payment of $10,000
        otherwise payable on May 31, 2007 until July 1, 2007. The Company has
        agreed to advance the payment date of 300,000 common shares due on May
        12, 2007 and instead make the payment on April 1, 2007. The Company has
        also agreed to pay the optionor the sum of 200,000 common shares in consideration
        for this agreement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | B) | On April 1, 2007, the optionor of the Golden Darling
        Agreement has agreed to delay the payments of $25,000 otherwise payable
        on May 12, 2007 pursuant to the terms on the Golden Darling Agreement,
        until July 1, 2007. The optionor has also agreed to extend the payment
        of the cash Advance Royalty payment of $10,000 otherwise payable on May
        31, 2007 until July 1, 2007. The Company has agreed to advance the payment
        date of 300,000 common shares due on May 12, 2007 and instead make the
        payment on April 1, 2007. The Company has also agreed to pay the optionor
        the sum of 200,000 common shares in consideration for this agreement.                                       

---

|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND **FINANCIAL DISCLOSURE.**
|------- | -----------------------------------------------------------------------------------------------

Effective on March 8, 2006, the Corporation dismissed its
former accountants, Moen & Company, Chartered Accountants (the Former
Accountants), which dismissal was approved by the board of directors of the
Corporation.

The Former Accountants report on the financial statements of
the Corporation for either of the past two fiscal years did not contain any
adverse opinion or disclaimer of opinion or was modified as to uncertainty,
audit scope, or accounting principles.

There were no disagreements with the Former Accountants,
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the Former Accountants satisfaction, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report.

The Former Accountants did not advise the Corporation with
respect to any matters stated in Item 304(a)(1)(B) of Regulation S-B under the
Securities Act (Regulation S-B).

The Corporation engaged its new accountants, Dale Matheson
Carr-Hilton Labonte, Chartered Accounts (the New Accountants) effective March
8, 2006 to audit the Corporations financial statements for the fiscal year
ended December 31, 2005 and to conduct review engagements on the Corporations
quarterly financial statements on an ongoing basis thereafter.

Prior to engaging the New Accountants, the Corporation did not
consult with the New Accountants with respect to any matters stated in Item
304(a)(2) of Regulation S-B.

The Corporation
  has requested the Former Accountants to furnish a letter addressed to the SEC
  stating whether it agrees with the statements made by the Corporation and, if
  not, stating the respect in which it does not agree.

|ITEM 8A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Based on the
  evaluation of the Corporations disclosure controls and procedures required
  by paragraph (b) of Rule 13a-15 under the Exchange Act, as of December 31, 2006,
  the end of the fiscal period covered by this Report, the Corporations
  Chief Executive Officer (the CEO) and Chief Financial Officer (the
  CFO) have concluded that the Corporations disclosure controls
  and procedures are effective.

Based on the evaluation of internal control over financial
reporting required by paragraph (c) of Rule 13a-15 under the Exchange Act, as of
December 31, 2006, the end of the fiscal period covered by this Report, the
Corporations CEO and CFO have concluded that:

|1. | the Corporation is presently unable to segregate duties
      within the Corporation as a means of internal control over financial
      reporting;                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | the Corporation is presently relying on overriding
      management short-term review procedures until such time as additional
      funding is provided to hire additional executive to segregate duties
      within the Corporation;                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | the Corporations present internal control over financial
      reporting is effective in that it provides reasonable assurance regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles; and                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                
|4. | there has not been any change in the Corporations
      internal control over financial reporting identified in connection with
      the evaluation required by paragraph (d) of Rule 13a-15 that occurred
      during the Corporations fourth quarter that has materially affected, or
      is reasonably likely to materially affect, the Corporations internal
      control over financial reporting.

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

---

None.

PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS & CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A)
      OF THE EXCHANGE ACT.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------

Directors and Executive Officers

Each of the Corporations directors is elected by stockholders
to a term of one year and services until his or her successor is elected and
qualified.

Each of the Corporations officers is appointed by the board of
directors of the Corporation for a term of one year and services until his or
her successor is duly elected and qualified, or until he or she is removed from
the office.

The board of directors has no nominating, auditing or
compensation committees.

The following table sets forth information pertaining to the
Corporations directors, executive officers:

Name
      Age
      Position held with the Corporation
      Date First Elected or Appointed
      Other Reporting Company DirectorshipJerry Dibble 
        32603 Fleming Avenue 
        Mission, BC, Canada, 
        V2V 2G8
      64
      Director 
        President 
        Chief Executive Officer 
        Chief Financial Officer; and 
        Principal Accounting Officer
      December 31, 2002 
        December 31, 2002 
        December 31, 2002 
        June 13, 2006
      Apella 
        Resources Inc.Gary Benson 
        Suite 106 
        5435 Balboa Blvd 
        Encino CA 91316
      51
      Director
      June 13, 2006


The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons principal occupation during the period and the
name and principal business of the organization by which he was employed.

Jerry Dibble

Mr. Jerry Dibble has been our President, Chief Executive Officer
  and member of the board of directors since the inception of our business. Mr.
  Dibble was appointed our Chief Financial Officer on June 13, 2006. Mr. Dibble
  has devoted approximately 50% of his professional time to the business of the
  Corporation and intends to continue to devote this amount of time in the future:

Mr. Dibble served in the U.S. Navy from April of 1962 to July
  1966 and thereafter attended the University of Houston where he received a Bachelor
  of Arts degree in Economics and graduated with honors in 1970.

Mr. Dibble has over 14 years of combined experience in the
areas of corporate communications, investor relations, and public relations. He
has gained experience in investor relations, corporate finance and mineral
projects by managing Investors Capital of North America, a private company in
Texas owned by himself, which has engaged in investor relations from September
1996 to the present.

Mr. Dibble
  has benefited from experience gained in the capital markets through his involvement
  with various public and private companies. He is currently a director of Apella
  Resources, Inc. (Apella) a publicly trading company engaged in mineral
  exploration. Apella trades on the TSX Venture Exchange (the TSX-V)
  as a tier one company under the stock symbol APA. Mr. Dibble has
  been a director of Apella since February 18, 2002.

Gary Benson

Mr. Gary Benson has been a member of the board of directors
since June 13, 2006. Mr. Benson has devoted approximately 1% of his professional
time to the business of the Corporation and intends to devote this amount of
time in the future:

---

Mr. Gary Benson is a Certified Financial Planner. He is a
partner in the southern California firm of Pash and Benson International (Pash
and Benson). Pash and Benson is a diversified financial planning firm created
to assist individuals in arranging their personal and corporate affairs. Pash
and Benson assists clients in tax planning, investment planning, retirement
planning, insurance planning, and estate planning. Mr. Benson has been assisting
clients in this industry for over 25 years.

Significant Employees

There are no employees of the Corporation who is not an
executive officer but who is expected by the Corporation to make a significant
contribution to the business.

Family Relationships

There are no family relationships among directors or executive
officers of the Corporation.

Involvement in Certain Legal Proceedings

None of the directors, executive officers, promoters or control
persons of the Corporation have, during the past five years, been involved in
any of the following:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                 
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding, excluding traffic violations and other
      minor offences;                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                 
|3. | being 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; and
|   |                                                                                                                                                                                                                                                                                                                                 
|4. | being found by a court of competent jurisdiction (in a
      civil action), the SEC or the Commodity Future Trading Commission to have
      violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended or
vacated.                                                     

Compliance with Section 16(a) of the Exchange
Act

Section 16(a) of the Exchange Act requires the directors,
officers, beneficial owner of more than 10% of any class of equity securities of
the Corporation to file with the SEC initial statement of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
shares in the common stock and other equity security on Form 3, 4 and 5
respectively. The above-mentioned persons are required by the SEC to furnish the
Corporation with copies of all Section 16(a) reports filed.

To the best of managements knowledge, all persons mentioned
above have filed the required reports in a timely manner.

Conflict of Interest

Management
  believes that Mr. Dibble may be subject to conflicts of interest, as he is also
  a director of Apella Resources Inc. Patrick OBrien beneficially owns 52%
  of the shares of our Corporation and is also the sole director and shareholder
  of Maverick Investment Corp., the optionor under our Que and Golden Darling
  Property Option Agreements. Patrick OBrien is also the President and director
  of Apella Resources Inc., a public company listed on the TSX Venture Exchange
  and also is in the business of mineral exploration.

Some of the directors and officers of the Corporation are or
may become directors or officers of other similar companies engaged in mineral
exploration. In this regard, properties may be offered to both the Corporation
and these other companies, which could result in the director or officer having
a conflict of interest. In order to avoid the possible conflict of interest
which may arise between the directors duties to the Corporation and their
duties to the other companies on whose boards they serve, the directors and
officers of the Corporation have agreed to the following:

|1. | the potential conflict of interest would be declared and
      the director or officer would abstain from voting on any matter in which
      he/she has a potential conflict.                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                  
|2. | participation in other business ventures offered to the
      directors will be allocated between the various companies and on the basis
      of prudent business judgment and the relative financial abilities and
      needs of the companies to participate;

---

|3. | no commissions or other extraordinary consideration will
      be paid to such directors and officers; and                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                     
|4. | business opportunities formulated by or through other
      companies in which the directors and officers are involved will not be
      offered to the Corporation except on the same or better terms than the
      basis on which they are offered to third party
  participants.

Code of Ethics

Management has adopted a code of ethics in compliance with Item
406 of Regulation S-B that applies to the chief executive officer, chief
financial officer, principal accounting officer or controller, or persons
performing similar functions. The Corporation undertakes to provide by mail to
any person without charge, upon request, a copy of such code of ethics if and
when the Corporation receives the request in writing by mail to:

Capital Mineral Investors, Inc.Suite 700  101
Convention Centre Drive Las Vegas, Nevada 89109

Audit Committee and Audit Committee Financial
Expert

At present the Corporation does not have a separately
designated standing audit committee. The entire board of directors is acting as
the Corporations audit committee (the Audit Committee), as specified in
section 3(a)(58)(b) of the Exchange Act.

At present the Corporation does not have an audit committee
financial expert serving on the Audit Committee. The Corporation is a start-up
company and has realized limited revenue from its business operations. However,
the Corporation is seeking to locate a financial expert for the Audit
Committee.

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

Messrs. Dibble and Benson, officers and directors of the
Corporation, were not compensated for their services and there are no plans to
compensate them in the near future until such time as the Corporation generates
sufficient revenue to do so.

|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|-------- | -----------------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners & of
Management

The following
  table sets forth, as of August 13, 2008 concerning the common stock owned by
  persons known by the Corporation to be the beneficial owner of more than five
  percent of the Corporations common stock.

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Percent of Class(1)Jerry Dibble 
        32603 Fleming Avenue, Mission, BC, Canada, V2V 2G8
      2,932,000
      28.5%Gary Benson 
        Suite 106 - 5435 Balboa Blvd 
        Encino CA 91316
      250,000
      2.4%All Officers and Directors, as a Group 
        (2 persons)
      3,182,000
      30.9%Maverick Investment Corp. 
        Suite 1600  543 Granville Street, Vancouver. BC. Canada, 
        V6C 1X8
      5,350,000(2)
      52.0%Frederick H. Tuvel 
        P.O. Box 85, Kleinburg, Ontario, Canada, L0J 1C0
      665,000
      6.5%


(1) The percentage
  of class is based on 10,299,497 shares. Only 9,699,497 shares are outstanding
  but 600,000 shares have been authorized for issuance on August 5, 2008 but have
  not been issued but is included in this calculation.

(2) 250,000
  of these shares are registered in the name of Patrick OBrien, the sole
  shareholder and director of Maverick Investment Corp. A total of 4,500,000 shares
  are registered in the name of Maverick Investment Corp. Another 600,000 shares
  will be issued to Maverick and these shares are included in the total number
  of shares held by Maverick.

---

Changes in Control

To the knowledge of management, there are no present
arrangements, which may result in a change in control of the Corporation.

Compensation Plans

The Corporation has no compensation plans previously approved
by security holders or not under which securities are authorized for
issuance.

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

Since the beginning of the Corporations last fiscal year,
  there have been no transactions, or any currently proposed transactions, in
  which the Corporation was or is to be a participant and the amount involved
  exceeds the lesser of $120,000 or one percent of the average of the Corporations
  total assets at year end for the last three completed fiscal years, and
  in which any related person had or will have a direct or indirect material interest
  other than the following:

Patrick OBrien
  beneficially owns 52% of our shares. He is also the sole shareholder and director
  of Maverick Investment Corp., the contractual party and optionor in our Que
  and Golden Darling Property Option Agreements. Under the Amendment Agreement
  re: the Que Property dated March 18, 2008, Patrick OBrien as sole shareholder
  of Maverick, will be issued 600,000 shares. These shares have not been issued
  but are included in the calculation of Mr. OBriens 52% ownership.
  Effectively, Mr. OBrien will have voting control in any shareholder meeting.
  Patrick OBrien is also the registered owner of the minerals claims on
  the Fenton, Que and Golden Darling Properties. Mr. OBrien was the vendor
  that sold the claims pertaining to the Fenton Property to the Corporation but
  he has not transferred title to the Corporation. Presently, there are no arrangements
  to transfer legal title to the Corporation.

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

|Exhibit | Document Description                                                                      
|------- | ------------------------------------------------------------------------------------------
|No.     |                                                                                           
|3.1*    | Articles of Association                                                                   
|3.2*    | Bylaws                                                                                    
|4.1*    | Specimen Stock Certificate                                                                
|4.2*    | Promissory Note to Jerry Dibble for $8,483.50                                             
|4.3**   | Promissory Note to Phil Derry for
      $17,857.23                                        
|10.1    | Amended
      and Restated Que Property Option Agreement dated March 31, 2008             
|10.2    | Amended
      and Restated Golden Darling Property Option Agreement dated March 31, 2008  
|10.3    | Amendment
      Agreement for Royalty Payment for the Fenton Property dated March 18, 2008
|10.4    | Amendment
      Agreement re: Que Property dated March 18, 2008                           
|31.1    | Rule 13a-14(a)/15d-14(a)
      Certifications                                             
|32.1    | Section
      1350 Certifications                                                         
|99.1*** | Option Agreement for Quebec property dated May
      31 , 2006                            
|99.2*** | Option Agreement for Ontario property
      dated May 31 ,
      2006                     
|99.3*** | Purchase Agreement for Quebec property dated May
      31 , 2006                          

|*   | Incorporated by reference to same exhibit filed with the
      Corporation's Registration Statement on Form SB-2 filed with the SEC on
      May 23, 2003 under file number 333-10556.   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**  | Incorporated by reference to same exhibit filed with the
      Corporation's amended annual report on Form 10-KSB filed with the SEC on
      April 24, 2006 under file number 001-32673.
|*** | Incorporated by reference to same exhibit filed with the
      Corporation's Form 8-K filed with the SEC on May 31, 2006 under file
      number 001-32673.                              

---

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

|1. | Audit Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The aggregate fees billed for each of the last two fiscal
      years 2005 and 2006 for professional services rendered by the principal
      accountant Dale Matheson Carr-Hilton Labonte, Chartered Accountants, for
      the audit of the Registrants annual financial statements and review of
      financial statements included in the Registrants Form 10-QSB or services
      that are normally provided by the accountant in connection with statutory
      and regulatory filings or engagements for those fiscal years are $7,500
      and $10,000 respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Audit Related Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | There have been no audit related fees billed by any of
      the Corporations accountants from inception of the Corporation to the
      fiscal year end of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Tax Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | There have been no tax fees billed by any of the
      Corporations accountants from inception of the Corporation to the fiscal
      year end of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | All Other Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | There have been no other fees billed by any of the
      Corporations accountants from inception of the Corporation to the fiscal
      year end of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | It is the policy of the Corporations board of directors
      that before the accountant is engaged to render audit or non-audit
      services, the engagement be approved by the board of directors, which at
      present is also acting as the Audit Committee of the
Corporation.                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

SIGNATURES

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

Dated: August
  13, 2008

CAPITAL MINERAL INVESTORS, INC.

|BY: |                                                                             | 
|--- | --------------------------------------------------------------------------- | 
|    | /s/ Jerry Dibble                                                          | 
|    | Jerry Dibble                                                                | 
|    | Director, President, Chief
      Executive Officer, Chief Financial Officer | 
|    | Principal Accounting Officer                                                | 

In accordance with the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|/s/ Jerry
      Dibble                                                    | 
|--------------------------------------------------------------------------- | 
|Jerry Dibble                                                                | 
|Director, President, Chief Executive Officer, Chief
      Financial Officer | 
|Principal Accounting Officer                                                | 
|August 13,
      2008                                                       | 
|/s/ Gary
      Benson                                                     | 
|Gary Benson                                                                 | 
|Director                                                                    | 
|August 13,
      2008                                                       | 

---