**SECURITIES AND EXCHANGE COMMISSION    Washington, D.C. 20549    FORM 40-F**

> (Check One)

 ___ Registration statement pursuant to Section 12 of the Securities Exchange    Act of 1934    or    _X_ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange    Act of 1934

For the transition period (nine months) ended 2/28/06 Commission File Number    0-29880

*Virginia Mines Inc.* (Exact Name of Registrant as Specified in its Charter)    (formerly Virginia Gold Mines Inc.) 

*Federally Incorporated in Canada* (Province or Other Jurisdiction of Incorporation or Organization)

116 St. Pierre Street, Suite 200*City of Québec, Québec, Canada G1K 4A7**(418) 694-9832* (Address and Telephone Number of Registrant’s Principal Executive    Offices)

Susan K. Shapiro, Esq.    Perkins, Smith & Cohen, LLP    125 Summer Street, Boston, MA 02110*(617) 345-3000*    (Name, Address and Telephone Number of Agent for Service in the United States)

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

| *Title of Each Class*          ____N/A___ | Name of Each Exchange*on Which Registered*          ___ N/A____ |
|-------------------------------------------|-----------------------------------------------------------------|

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

_____Common Shares without Par Value_____  (Title of Class)

Securities for which there is a reporting obligation pursuant  to Section 15(d) of the Act:

N/A  (Title of Class)

For annual reports, indicate by check mark the information filed  with this Form:

[X] Annual information form [X] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes  of capital or common stock as of the close of the period covered by the annual  report:

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 48,156,570 Common Shares without Par Value

Indicate by check mark whether the Registrant by filing the information contained  in this Form is also thereby furnishing the information to the Commission pursuant  to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange  Act”). If “Yes” is marked, indicate the filing number assigned  to the Registrant in connection with such Rule. 

YES ____NO X__

Indicate by check mark whether the Registrant (1) has filed all reports required  to be filed by Section 13 or 15(d) of the Exchange Act during the preceding  12 months (or for such shorter period that the Registrant was required to file  such reports), and (2) has been subject to such filing requirements for the  past 90 days.

YES X NO __

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**EXPLANATORY NOTE**

Virginia Mines Inc. (the “Company”) is the successor registrant  to Virginia Gold Mines Inc. (the “Predecessor Company”) under the  Securities Exchange Act of 1934 (the “Exchange Act”). The Company  had changed its name to “Virginia Mines Inc.” in connection with  a corporate reorganization completed on March 31, 2006 (the “Arrangement”),  whereby each outstanding common share of the Predecessor Company was exchanged  for 0.4 of a common share of Goldcorp Inc. and 0.5 of a common share of the  Company, all as more fully described in Note 17 to the Audited Consolidated  Financial Statements included herewith as Exhibit 2. As the Arrangement was  completed following the close of the fiscal year of the Predecessor Company  to which this Annual Report on Form 40-F relates, references in this document  to the “Company” refer to the Predecessor Company as appropriate  for historical reporting purposes.

**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**

Certain of the statements made and information contained in this Annual Report  on Form 40-F may contain “forward-looking statements” within the  meaning of Section 21E of the Exchange Act, including statements concerning  the Company’s plans at its mineral properties, which involve known and  unknown risks, uncertainties and other factors which may cause the actual results,  performance or achievements of the Company, or industry results, to be materially  different from any future results, performance or achievements expressed or  implied by such forward-looking statements. Forward-looking statements are subject  to a variety of risks and uncertainties which could cause actual events or results  to differ from those reflected in the forward-looking statements, including,  without limitation, risks and uncertainties relating to the Company’s  properties being in the exploration stage, risks relating to compliance with  regulatory requirements and obtaining required licenses and permits to conduct  its operations, title matters, competition, the potential for delays in exploration  or development activities or the completion of feasibility studies, commodity  price fluctuations, currency fluctuations, failure to obtain adequate financing  on a timely basis and other risks and uncertainties, including those described  under “Item VIII. Risk Factors” in the Annual Information Form and  in the Management’s Discussion and Analysis, included herewith as Exhibits  1 and 3, respectively. Should one or more of these risks and uncertainties materialize,  or should underlying assumptions prove incorrect, actual results may vary materially  from those described in forward-looking statements. Accordingly, readers are  advised not to place undue reliance on forward-looking statements. Forward-looking  statements include statements regarding the expectations and beliefs of management,  anticipated future capital and operating costs, and the potential of the Company’s  properties and expectations of growth. Except as required under applicable securities  legislation, the Company undertakes no obligation to publicly update or revise  forward-looking statements, whether as a result of new information, future events  or otherwise.

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**RESOURCE ESTIMATES**

All estimates of mineral resources included in this Annual Report have been  prepared in accordance with Canadian National Instrument 43-101 (“NI 43-101”)  and the Canadian Institute of Mining and Metallurgy Classification System. These  standards differ significantly from the requirements of the United States Securities  and Exchange Commission (“SEC”). Accordingly, information concerning  descriptions of mineralization and resources contained in this Annual Report  may not be comparable to information from U.S. companies subject to the SEC’s  reporting and disclosure requirements. In particular, the term “resource”  does not equate to the term “reserves”. The definitions of “proven”  and “probable” reserves used in NI 43-101 differ from the definitions  in SEC Industry Guide 7. Under U.S. standards, mineralization may not be classified  as a “reserve” unless the determination has been made that the mineralization  could be economically and legally produced or extracted at the time the reserve  determination is made. The SEC’s disclosure standards normally do not  permit the inclusion of information concerning “measured”, “indicated”,  or “inferred” mineral resources in documents filed with the SEC,  unless such information is required to be disclosed by the laws of the Company’s  principal jurisdiction or of a jurisdiction in which its securities are traded.  U.S. investors should also understand that “inferred mineral resources”  have a great amount of uncertainty as to their existence and great uncertainty  as to their economic and legal feasibility. It cannot be assumed that all or  any part of an “inferred mineral resource” will ever be upgraded  to a higher category. Under Canadian rules, estimated “inferred mineral  resources” may not form the basis of feasibility or pre-feasibility studies  except in rare cases. Readers are cautioned not to assume that all or any part  of an “inferred mineral resource” exists or is economically or legally  mineable. Disclosure of “contained ounces” is permitted disclosure  under Canadian regulations; however, the SEC normally only permits issuers to  report “resources” as in-place tonnage and grade.

**CURRENCY**

Unless otherwise indicated, all dollar amounts in the Annual Report on Form  40-F are Canadian dollars. On February 28, 2006, the noon buying rate in the  City of New York for cable transfers in Canadian dollars as certified for customs  purposes by the Federal Reserve Bank of New York was Canadian $1.00 = U.S. $0.8788,  and on February 28, 2005, the rate was Canadian $1.00 = U.S. $0.8133.

**ANNUAL INFORMATION FORM**

 The Annual Information Form of Virginia Gold Mines Inc. for the year ended  February 28, 2006 is included herein as Exhibit 1. 

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**AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND  MANAGEMENT’S DISCUSSION AND ANALYSIS**

*Audited Consolidated Financial Statements*

 The audited consolidated financial statements of Virginia Gold Mines Inc.  for the year ended February 28, 2006, the nine months ended February 28, 2005  and the year ended May 31, 2004 including the auditor’s report thereon  dated May 5, 2006, are included herein as Exhibit 2. Please refer to Note 18  to the audited consolidated financial statements for a reconciliation of the  differences between Canadian and United States Generally Accepted Accounting  Principles.

*Management’s Discussion and Analysis*

 The Management’s Discussion and Analysis of Virginia Gold Mines Inc.  for the year ended February 28, 2006 is included herein as Exhibit 3.

**CONTROLS AND PROCEDURES**

**A. Disclosure Controls and Procedures**

As of February 28, 2006, an evaluation was carried out by the Chief Executive  Officer and Chief Financial Officer of Virginia Gold Mines Inc., of the effectiveness  of its disclosure controls and procedures (as defined in Rules 13a-15(e) and  15d-15(e)) under the Securities Exchange Act of 1934, as amended). Based on  that evaluation, the Chief Executive Officer and Chief Financial Officer of  Virginia Gold Mines Inc. concluded that the disclosure controls and procedures  were effective to ensure that information required to be disclosed by Virginia  Gold Mines Inc. in reports that it files or submits under the Exchange Act is  recorded, processed, summarized and reported within the time periods specified  in Securities and Exchange Commission rules and forms.

**B. Internal Control over Financial Reporting**

During the year ended February 28, 2006, there were no changes in the internal  control over financial reporting of Virginia Gold Mines Inc. that have materially  affected, or are reasonably likely to materially affect, its internal control  over financial reporting.

**NOTICES PURSUANT TO REGULATION BTR**

 None.

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**AUDIT COMMITTEE FINANCIAL EXPERT**

 The Company has an Audit Committee established by the Board of Directors.  The members of the Audit Committee are André Lemire, Edmond Legault and  Mario Jacob. The Board has designated André Lemire as the “Audit  Committee Financial Expert” as that term is defined under Section 407  of the Sarbanes-Oxley Act of 2002. Mr. Lemire is “independent” as  that term is defined under the rules of the American Stock Exchange. 

**CODE OF ETHICS**

 The Company has adopted a Code of Business Conduct and Ethics (the “Code”)  that applies to all directors, officers and employees, including its Chief Executive  Officer, Chief Financial Officer and principal accounting officer. The Company  will provide to any person, without charge, upon request, a copy of the Code.  A person may request a copy by telephoning the Company at (418) 694-9832, or  by writing to the Company at 116 St. Pierre Street, Suite 200, Québec  City, Québec, Canada G1K 4A7, Attn: Investor Relations. 

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 The aggregate amounts billed by PricewaterhouseCoopers LLP, Chartered Accountants  (“PwC”) to Virginia Gold Mines Inc. for the fiscal year ended February  28, 2006 (“Fiscal 2006”) and the nine months ended February 28,  2005 (“Fiscal 2005”) for audit fees, audit-related fees, tax fees  and all other fees are set forth below: 

|               | **Year Ended        February 28, 2006** | **Nine Months Ended        February 28, 2005** |
|--------------------|-----------------------------------------|------------------------------------------------|
| Audit Fees (1)     | $87,034                                 | $37,605                                        |
| Audit-Related Fees | --                                      | --                                             |
| Tax Fees (2)       | 130,448                                 | 2,750                                          |
| All Other Fees (3) | **70,946**                              | **3,808**                                      |
| Totals             | **$288,428**                            | **$44,163**                                    |

NOTES:

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 (1) “Audit Fees” represent fees for the audit of the annual    financial statements of Virginia Gold Mines Inc., and consulting in connection    with the its statutory and regulatory filings.

 (2) “Tax Fees” represent fees for tax compliance, tax advice    and tax planning including analysis relating to stock option matters and relating    to tax on sale of short-term investments.

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(3) “Other Fees” represent fees for review of the regulatory    filings of Virginia Gold Mines Inc. and examination of financial statements    and other due diligence in connection with the Arrangement. 

The Audit Committee has adopted procedures requiring Audit Committee review  and approval in advance of all particular engagements for services provided  by the Company’s independent auditors. Consistent with applicable laws,  the procedures permit limited amounts of services, other than audit, review  or attest services, to be approved by one or more members of the Audit Committee  pursuant to authority delegated by the Audit Committee, provided the Audit Committee  is informed of each particular service. All of the engagements and fees for  Fiscal 2006 were pre-approved by the Audit Committee. The Audit Committee reviews  with PwC whether the non-audit services to be provided are compatible with maintaining  the auditors’ independence. 

**OFF-BALANCE SHEET ARRANGEMENTS**

 The Company has no off-balance sheet arrangements required to be disclosed  in this Annual Report on Form 40-F. 

**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

 The contractual obligations of Virginia Gold Mines Inc. for future  payments are summarized as follows, as of February 28, 2006:

| Contractual Obligations | Payments Due by Period |
|-------------------------|------------------------|
| Total                   | Less than 1 Year       | 1-3 Years |
| Lease                   | $22,422                | $22,422 | -- |

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Page 6**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

**A. Undertaking**

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 The Registrant undertakes to make available, in person or by telephone,    representatives to respond to inquiries made by the Commission staff, and    to furnish promptly, when requested to do so by the Commission staff, information    relating to: the securities registered pursuant to Form 40 F; the securities    in relation to which the obligation to file an annual report on Form 40 F    arises; or transactions in said securities.

**B. Consent to Service of Process**

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Concurrently with the filing of this annual report on Form 40-F, the Registrant    filed with the Commission a written irrevocable consent and power of attorney    on Form F-X. 

**EXHIBITS**

 The following exhibits are filed as part of this report:

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1. Annual Information Form of Virginia Gold Mines Inc. for the year ended    February 28, 2006

2. Audited Consolidated Financial Statements of Virginia Gold Mines Inc.    for the year ended February 28, 2006, the nine months ended February 28, 2005    and the year ended May 31, 2004, including the auditor’s report thereon    dated May 5, 2006. (Note 18 to the audited financial statements relates to    differences between Canadian and United States Generally Accepted Accounting    Principles)

3. Management’s Discussion and Analysis of Virginia Gold Mines Inc.    for the year ended February 28, 2006

4.1 Consent of PricewaterhouseCoopers LLP, Chartered Accountants

4.2 Consent of Engineer

5.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under    the Securities Exchange Act of 1934, as amended

5.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under    the Securities Exchange Act of 1934, as amended

6.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section    1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 6.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section    1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  

  

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**SIGNATURES**

Pursuant to the requirements of the Exchange Act, the Registrant certifies  that it meets all of the requirements for filing on Form 40-F and has duly caused  this annual report to be signed on its behalf by the undersigned, thereunto  duly authorized.

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                          VIRGINIA MINES INC.                           Registrant

> 
 By: */s/ André Gaumond*                              Name: André Gaumond                              Title: President

Date: May 29, 2006

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**EXHIBIT INDEX**

Exhibit Description

1. Annual Information Form of Virginia Gold  Mines Inc. for the year ended February 28, 2006

2. Audited Consolidated Financial Statements  of Virginia Gold Mines Inc. for the year ended February 28, 2006, the nine months  ended February 28, 2005 and the year ended May 31, 2004, including the auditor’s  report thereon dated May 5, 2006. (Note 18 to the audited financial statements  relates to differences between Canadian and United States Generally Accepted  Accounting Principles)

3. Management’s Discussion and Analysis  of Virginia Gold Mines Inc. for the year ended February 28, 2006

4.1 Consent of PricewaterhouseCoopers LLP,  Chartered Accountants

4.2 Consent of Engineer

5.1 Certification of Chief Executive  Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934,  as amended

5.2 Certification of Chief Financial Officer  Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

6.1 Certification of Chief Executive  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906  of the Sarbanes-Oxley Act of 2002

6.2 Certification of Chief Financial  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906  of the Sarbanes-Oxley Act of 2002