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| FORM 20-F                          |                             |
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**REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
X__ 

**ACT OF 193**4 For the fiscal year ended December31, 2006 
OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to 
OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Date of event requiring this shell company report__________________ For thetransition period from to 

Commission file number 29606

SHARPE RESOURCES CORPORATION 

(Exact name of Registrant as specified in its charter) 

(Translation of Registrant's name into English) CANADA 

(Jurisdiction of incorporation or organization) 

3258 MOB NECK ROAD HEATHSVILLE, VIRGINIA 22473 (Address of principal executiveoffices) 

Securities registered or to be registered pursuant to Section 12(b) of the Act. 
Title of each class Name of each exchange on which    registered 
Securities registered or to be registered pursuant to Section 12(g) ofthe Act. COMMON SHARES 

(Title of Class) 

(Title of Class) Securities for which there is a reporting obligation pursuant toSection 15(d) of the Act. 

(Title of Class) 
SEC 1852 (05-06) **Persons who respond to the collection of information contained in 
this form are not required to respond unless the form displays a 
currently valid OMB control number 
Indicate the number of outstanding shares of each of the issuer's classes ofcapital or common stock as of the close of the period covered by the annual report.43,981,003 Common Shares 

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

______Yes __X___No 

If this report is an annual or transition report, indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities and Exchange Act of 1934. 

__X__Yes ____No Note – Checking the box above will not relieve any registrantrequired to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 from their obligations under those sections. 

Indicate by check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. 

______Yes __X___No Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of theExchange Act. (Check Below) 

Large accelerated filer _____ Accelerated filer _____ Non-accelerated filer __X___ 

Indicate by check mark which financial statement item the registrant has elected tofollow. 

___X___ Item 17 _____ Item 18 If this is an annual report, indicated by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

______Yes __X___No 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) 

Indicate by check mark whether the registrant has filed all documents and reportsrequired to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court. 

______Yes _____No 
**Inde**x PART 1 ITEM 1 IDENTITY OF DIRECTORS, SENIOR    MANAGEMENT AND ADVISERS 5 ITEM 2 OFFER STATISTICS AND EXPECTED    TIMETABLE 5ITEM 3 KEY INFORMATION 5 *A.**Selected financial data*5 *B.**Capitalization and indebtedness*6 *C.**Reasons for the offer and use of    proceeds*6 *D.**Risk factors*6 ITEM 4 INFORMATION ON THE COMPANY 11 *A.**History and development of the    company*11 *B.**Business overview*11 *C.**Organizational structure*11 *D.**Property, plants and equipment*12 ITEM 5 OPERATING AND FINANCIAL REVIEW AND    PROSPECTS 12 *A.**Operating results*12 *B.**Liquidity and capital resources*14 *C.**Research and development, patents    and licenses, etc.*17 *D.**Trend information*17 *E.*Off balance sheet arrangements 17 *F.*Tabular disclosures of contractual    obligations 17 *G.*Safe harbor 17 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND    EMPLOYEES 17 *A.**Directors and senior management*17 *B.**Compensation*19 *C.**Board practices*21 *D.**Employees*27 *E.**Share ownership*27 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY    TRANSACTIONS 27 *A.**Major shareholders*27 *B.**Related party transactions*28 *C.**Interests of experts and counsel*28 ITEM 8 FINANCIAL INFORMATION 28 *A.**Consolidated statements and other    financial information*28 *B.**Significant changes*29 ITEM 9 THE OFFER AND LISTING 29*A.**Offer and listing details*29 *B.**Plan of distribution*30 *C.**Markets*30 *D.**Selling shareholders*31 *E.**Dilution*31 *F.**Expense of the issue*31 ITEM 10 ADDITIONAL INFORMATION 31*A.**Share capital*31 *B.**Memorandum and articles of    association*31 *C.**Material contracts*31 *D.**Exchange controls*31 *E.**Taxation*33 *F.**Dividends and paying agents*34 *G.**Statements by experts*34 *H.**Documents on display*34 *I.**Subsidiary information*34 ITEM 11 QUANTITATIVE AND QUALITATIVE    DISCLOSURES ABOUT MARKET RISK 34 ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN    EQUITY SECURITIES 34 PART II ITEM 13 DEFAULTS, DIVIDENT ARREARAGES AND    DELINQUENCIES 34 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS    OF SECURITY HOLDERS AND USE OF PROCEEDS 35 ITEM 15 CONTROLS AND PROCEDURES 35 ITEM 16 [RESERVED] 35 ITEM 16A AUDIT COMMITTEE FINANCIAL REPORT 35ITEM 16B CODE OF ETHICS 36 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND    SERVICES 36ITEM 16D EXEMPTIONS FROM THE LISTING    STANDARDS FOR AUDIT COMMITTEES 36ITEM 16E PURCHASES OF EQUITY SECURITIES BY    THE ISSUER AND AFFILIATED PURCHASERS 36 PART III ITEM 17 FINANCIAL STATEMENTS 36 MANAGEMENTS DISCUSSION AND ANALYSIS 60 ITEM 18 FINANCIAL STATEMENTS 64ITEM 19 EXHIBITS 64 SIGNATURES 64 CERTIFICATIONS 65 CERTIFICATIONS PURSUANT TO SECTION    906 68 PART I 
Item 1. Identity of Directors, Senior Management andAdvisers 
Not Applicable 

**Item 2. Offer Statistics and Expected Timetable 
Not Applicable 

**Item 3. Key Information A. Selected financial data. 
The table below presents selected statement of operations andbalance sheet data for Sharpe Resources Corporation as at and for the fiscal years endedDecember 31, 2006, 2005, 2004 2003, and 2002. The selected financial data presented hereinis prepared in accordance with accounting principles generally accepted in Canada("Canadian GAAP") and include the accounts of the Company, its wholly-ownedsubsidiary Sharpe Energy Company. 

A summary of the differences between accounting principles generallyaccepted in Canada ("Canadian GAAP") and those generally accepted in the UnitedStates ("US GAAP") which affect the Company is contained in Note 10 of theConsolidated Financial Statements included with this report. 

**Sharpe Resources Corporation Consolidated FinancialStatement Data For the Years Ended December 31 (Expressed in US Currency) 20062005200420032002 Selected Operating    Data Oil & Gas Revenue $6,928 $17,644 $108,998 $159,527 $55,631 Production Costs 32,544 $5,648 ($202,395) ($253,638) ($237,800) Expenses 254,968 $139,078 ($101,512) ($119,264) ($79,511) Gain on Settlement of Debt 0 $0 $0 $0 $149,681 Gain on disposal of petroleum and natural gas properties 0 $416,320 $0 $189,727 $0 Net Income (Loss) for the period (344,752) $289,238 ($194,909) ($13,648) ($111,999) Earnings (Loss) per share basic ($0.01) $0.01 ($0.01) $0.00 $0.00 Earnings (Loss) per share diluted ($0.01) $0.01 ($0.01) $0.00 $0.00 
**2006 2005 2004 2003 2002 Selected Balance Sheet Data**WorkingCapital $204,866 $339,570 $75,724 $202,861 $142,003 Total Assets 454,866 $417,695 $159,609$209,531 $162,406 Loan Claims 563,818 $587,369 ($664,533) ($664,533) ($664,533) CapitalStock (11,174,108) ($10,999,986) ($10,999,986) ($10,921,861) ($10,921,861) Deficit(11,765,034) ($11,420,282) ($11,709,520 ($11,514,611) ($11,500,963) 

*Currency Exchange Rates*
Except where otherwise indicated, all dollar figures in this annual report on Form20-F, including the financial statements, refer to United States currency. The followingtable sets forth, for the periods indicated, certain exchange rates based on the exchangerates reported by the Federal Reserve Bank of New York as the noon buying rates in NewYork City for cable transfers in foreign currencies as certified for customs purposes (the“Noon Buying Rate”). Such rates quoted are the number of U.S. dollarsper Cdn $1.00 and are the inverse of rates quoted by the Federal Reserve Bank of New Yorkfor the number of Canadian dollars per U.S. $1.00. 
Year    Ended December 31, 2002    2003 2004 2005 2006 High for the period .8532 .7738 .8493 .8689 .9148 Low for the period .7992 .6329 .7196 .7871 .8475 
)
Average rate for the period(1.8308 .7186 .7716 .8253 .8821 
Rate at end of period .8358 .7738 .8308 .8577 .8581 

(1) Based on the average exchange rates on the last dayof each month during the applicable period. **B. Capitalization and indebtedness. 
Not Applicable 
**C. Reasons for the offer and use of proceeds. 
Not Applicable 
**D. Risk factors. 
The operations of the Company involve a number of substantial risksand an investment in the securities of the Company is highly speculative in nature. Thefollowing risk factors should be considered: 

*History of Losses; No Assurance of Profitability*

The net loss for the year ending December 31, 2006 was $344,752 ascompared to net income of $289,238 for 2005. The difference of $633,990 is the result ofthe gain on the sale of the West Thrifty Unit in 2005 of $416,320 and a one timemanagement fee of $154,000 paid to a current director and officer for the Corporation in2006. This transaction was in the normal course of operations and was measured at theexchange value which represented the amount of consideration established and agreed to bythe related parties. 

Although the company reported income of $289,238 for the year endedDecember 31, 2005, it was the direct result of the sale of its West Thrifty Unit. The gainon the sale was $416,320. 

The net loss for the year ended December 31, 2004 was $194,909 which isan increase of $181,261 a result of decreased production at the West Thrifty Unit. 

In 2003, the Company had a loss of $13,648. The decrease from 2002 of$98,351 is primarily due to the sale of 32% of the Company’s interest in theWest Thrifty Unit. 

The Company had a loss of $111,999 for the year ended 2002 dueprimarily to additional royalties that needed to be paid as the result of an audit by theTexas General Land Office for the years 1998-2000 in the amount of $88,436. 

The Company has accumulated losses of US $11,765,034 since inception. 

*Extreme Volatility of Oil and Gas Prices*

Sharpe's revenues have been dependent upon prevailing prices for oiland gas. Oil and gas prices can be extremely volatile and are affected by the action offoreign governments and international cartels. 

In addition, the marketability and profitability of oil and natural gasacquired or discovered is affected by numerous factors beyond the control of Sharpe. Anymaterial decline in prices could result in a reduction of Sharpe's net production revenue.These factors include reservoir characteristics, market fluctuations, the proximity andcapacity of oil and natural gas pipelines and processing equipment and governmentregulation. 

*Ability to Find or Acquire Economically Recoverable Oil and GasReserves*

Sharpe's future success depends upon its ability to find or acquireadditional oil and gas reserves that are economically recoverable. Except to the extentthat Sharpe conducts successful exploration or development activities or acquiresproperties containing proved reserves, or both, the proved reserves of Sharpe willgenerally decline as reserves are produced. There can be no assurance that Sharpe'splanned development projects and exploration activities will result in significantadditional reserves or that Sharpe will have continuing success drilling productive wellsat low finding costs. If prevailing oil and gas prices were to increase significantly,Sharpe's finding costs to add reserves could be expected to increase. The drilling of oiland gas wells involves a high degree of risk especially the risk of a dry hole or of awell that is not sufficiently productive to provide an economic return on the capitalexpended to drill the well. 

*Highly Competitive Industry*

The oil and natural gas industry is competitive in all its phases.Sharpe competes with numerous other participants in the search for, and the acquisitionof, oil and natural gas properties and in the marketing of oil and natural gas. Sharpe'scompetitors include oil companies, which have far greater financial and other resources,staff and facilities than those of Sharpe. Competitive factors in the distribution andmarketing of oil and natural gas include price, methods of delivery and reliability ofdelivery. Many of such companies not only explore for and produce oil and natural gas, butalso carry on refining operations and market petroleum and other products on a worldwidebasis and as such have greater and more diverse resources to draw on. Sharpe's ability toincrease reserves in the future will depend not only on its ability to explore and developits present properties, but also on its ability to select and acquire suitable producingproperties or prospects for exploratory drilling. 

*No Assurance of Discoveries or Acquisitions*

Oil and natural gas acquisition, exploration and development involvesmany risks, which even a combination of experience, knowledge and careful evaluation maynot be able to overcome. There is no assurance that commercial quantities of oil andnatural gas will be discovered or acquired by Sharpe. 

*Uncertainty of Warrant Exercises; Need for Additional Capital*

There is no assurance that any of the outstanding share purchasewarrants or options will be exercised. Even if all of the outstanding share purchasewarrants and options are exercised, Sharpe may still require additional capital to conductits acquisition, exploration and development activities. 

*Risks and Hazards Related to Oil and Gas Operations*

Oil and natural gas operations are subject to many risks and hazardsincluding fires, explosions, blowouts, oil spills and encountering formations withabnormal pressure, each of which could result in substantial damage to oil and natural gaswells, producing facilities, other property and the environment or result in personalinjury. Oil and natural gas production operations are also subject to risks includingpremature decline of reservoirs and the invasion of water into producing formations. 

*Reduction in Oil and Gas Acquisition and Development Activities*

The economics of producing from some wells may change as a result oflower oil and natural gas prices. Sharpe might also elect not to produce from certainwells at lower prices. All of these factors could result in a material decrease inSharpe's net production revenue causing a reduction in its oil and gas acquisition anddevelopment activities. 

*Effect of Outstanding Warrants and Options; Negative Effect ofSubstantial Sales*

As of December 31, 2006, the Company had outstanding options topurchase an aggregate of 3,511,000 Common Shares. The exercise prices of the outstandingoptions range from Cdn $0.10 to Cdn $0.15. The expiration dates of the outstanding optionsrange from May 8, 2007 to May 16, 2010. At December 31, 2006 the Company had 8,796,200warrants outstanding. All of the foregoing securities represent the right to acquireCommon Shares of the Company during various periods of time and at various prices. Holdersof these securities are given the opportunity to profit from a rise in the market price ofthe Common Shares and are likely to exercise its securities at a time when the Companywould be able to obtain additional equity capital on more favorable terms. Substantialsales of Common Shares pursuant to the exercise of such options and warrants could have anegative effect on the market price for the Common Shares. 

*No Dividends*

The Company has not paid any dividends since its inception and does notanticipate paying dividends in the foreseeable future. 

*Regulation*

The Company’s oil and gas exploration, production and relatedoperations are subject to extensive rules and regulations promulgated by federal, stateand local agencies. Failure to comply with such rules and regulations can result insubstantial penalties. The regulatory burden on the oil and gas industry increases theCompany’s cost of doing business and affects its profitability. Because suchrules and regulations are frequently amended or reinterpreted, the Company is unable topredict the future cost or impact of complying with such laws. 

The State of Texas and many other states require permits for drillingoperations, drilling bonds and reports concerning operations and impose other requirementsrelating to the exploration and production of oil and gas. Such states also have statutesor regulations addressing conservation matters, including provisions for the unitizationor pooling of oil and gas properties, the establishment of maximum rates of productionfrom oil and gas wells and the regulation of spacing, plugging and abandonment of suchwells. The statutes and regulations of certain states limit the rate at which oil and gascan be produced from the Company’s properties. 

The Federal Energy Regulatory Commission (“FERC”)regulates interstate natural gas transportation rates and service conditions, which affectthe marketing of gas produced by the Company, as well as the revenues received by theCompany for sales of such production. Since the mid-1980s, the FERC has issued a series oforders, culminating in Order Nos. 636, 636-A and 636B (“Order 636”),that have significantly altered the marketing and transportation of gas. Order 636mandates a fundamental restructuring of interstate pipelines sales and transportationservice, including the unbundling by interstate pipelines of the sales, transportation,storage and other components of the city-gate sales services such pipelines previouslyperformed. One of the FERC’s purposes in issuing the orders is to increasecompetition within all phases of the gas industry. Order 636 and subsequent FERC orders onrehearing have been appealed and are pending judicial review. Because these orders may bemodified as a result of the appeals, it is difficult to predict the ultimate impact of theorders on the Company and its gas marketing efforts. Generally, Order 636 has eliminatedor substantially reduced the interstate pipelines’ traditional role aswholesalers of natural gas, and has substantially increased competition and volatility innatural gas markets. While significant uncertainty remains, Order 636 may ultimatelyenhance the Company’s ability to market and transport its gas, although it mayalso subject the Company to greater competition and the more restrictive pipelineimbalance tolerances and greater associated penalties for violation of such tolerances. 

*Industry Conditions*

Sales of oil and natural gas liquids by the Company are not regulatedand are made at market prices. The price the Company receives from the sale of theseproducts is affected by the cost of transporting the products to market. Effective as ofJanuary 1, 1995, the FERC implemented regulations establishing an indexing system fortranspiration rates for oil pipelines, which, generally would index such rates toinflation, subject to certain condition and limitations. These regulations could increasethe cost of transporting oil and natural gas liquids by pipeline, although the most recentadjustment generally decreased rates. These regulations are subject to pending petitionsfor judicial review. The Company is not able to predict with certainty what effect, ifany, these regulations will have on it, but, other factors being equal, the regulationsmay, over time, tend to increase transportation costs or reduce wellhead prices for oiland natural gas liquids. 

*Environmental Regulation*

The oil and natural gas industry is subject to environmental regulationpursuant to local, state and federal legislation. Environmental legislation provides forrestrictions and prohibitions on releases or emissions of various substances produced inassociation with certain oil and natural gas industry operations. In addition, legislationrequires that well and facility sites be abandoned and reclaimed to the satisfaction ofstate authorities and the landowner. A breach of such regulations and legislation mayresult in the imposition of fines, penalties, clean-up orders and can affect the locationof wells and facilities and the extent to which oil and gas exploration and development ispermitted. Non-compliance with these regulations and legislation can be sufficient causefor governmental authorities to withhold approval of drilling and/or operating permits.Sharpe is in material compliance with current environmental laws and regulations. 

The Comprehensive Environmental Response, Compensation, and LiabilityAct (“CERCLA”), also known as the “Superfund” law,imposes liability, without regard to fault or the legality of the original conduct, oncertain classes of persons that are considered to have contributed to the release of a“hazardous substance” into the environment. These persons include theowner or operator of the disposal site or the site where the release occurred andcompanies that disposed or arranged for the disposal of the hazardous substances found atthe site. Persons who are responsible for releases of hazardous substances found at thesite and persons who are or were responsible for releases of hazardous substances underCERCLA may be subject to joint and several liability for the costs of cleaning up thehazardous substances that have been released into the environment and for damages tonatural resources, and it is not uncommon for neighboring landowners and other thirdparties to file claims for personal injury and property damage allegedly caused by thehazardous substances released into the environment. The Company is able to controldirectly the operation of only those wells with respect to which it acts as operator.Notwithstanding the Company’s lack of control over wells operated by others, thefailure of the operator to comply with applicable environmental regulations may, incertain circumstances, be attributed to the Company. The Company has no materialcommitments for capital expenditures to comply with existing environmental requirements. 

*Risk Inherent to Sharpe’s Proposed Mining Activities*
- Sharpe is engaged in the business of acquiring and exploring mineral    properties in the hope of locating an economic deposit or deposits of minerals. The    property interests of the Company are in the exploration stage only and are without a    known body of commercial ore. There can be no assurance that the Company will generate any    revenues or be profitable or that the Company will be successful in locating an economic    deposit of minerals. 
- There are a number of uncertainties inherent in any exploration and    development program, including the location of economic ore bodies, the development of    appropriate metallurgical processes, the receipt of necessary governmental permits, and    the construction of mining and processing facilities. Substantial expenditures will be    required to pursue such exploration and development activities. Assuming discovery of an    economic ore body, and depending on the type of mining operation involved, several years    may elapse from the initial stages of development until commercial production is    commenced. New mining operations frequently experience unexpected problems during the    exploration and development stages and during the initial production phase. In addition,    preliminary reserve estimates may prove inaccurate. Accordingly, there can be no assurance    that the Company’s current exploration and development programs will result in    any commercial mining operations. 
- The Company may become subject to liability for cave-ins and other    hazards of mineral exploration against which it cannot insure or against which it may    elect not to insure because of high premium costs or other reasons. Payment of such    liabilities would reduce funds available for acquisition of mineral prospects or    exploration and development and would have a material adverse effect on the financial    position of the Company. 

*Title to Properties*

The validity of unpatented mining claims on public lands, whichconstitute most of the property holdings is often uncertain and may be contested andsubject to title defects. 

*Conflict of Interest*

Certain directors and officers of the Company are also directors andofficers of other natural resource and base metal exploration and development companies.As a result, conflicts may arise between the obligations of these directors to the Companyand to such other companies. 

*Dependence on Key Personnel*
The Company’s success will be dependent upon the services ofits President and Chief Executive Officer, Mr. Roland Larsen. 

**Item 4. Information on the Company 
A. History and development of the company. 

Sharpe Resources Corporation (the "Company" or“Sharpe”) was incorporated under the Business Corporations Act(Ontario) on April 10, 1980 under the name "Sharpe Energy & ResourcesLimited". By Articles of Amendment dated November 2, 1984, the Company amended itsauthorized capital to consist of an unlimited number of common shares and removedrestrictions on the issue, transfer or ownership of such shares. By Articles of Amendmentdated July 29, 1996, the Company changed its name to Sharpe Resources Corporation. 

Sharpe entered the oil and gas business in the United States in early1994. In 1995, it acquired working and net revenue interests in over 400 oil and gas wellson 250 properties in 11 states and the West Thrifty waterflood project in Texas. Theseassets were acquired from the oil and gas division of Figgie International Inc. and werelocated primarily in the Rocky Mountain and Southwestern United States regions. In 1996,Sharpe sold almost all of its Rocky Mountain interests. In early 1997, Sharpe acquiredinterests in the Matagorda offshore project. 

In 2001, the Company sold all of its offshore, Gulf of Mexico naturalgas production and several non-operated onshore petroleum and natural gas properties. In2002 the Company focused its efforts on its remaining properties in Texas. In 2003, theCompany sold 32% of its interest in the West Thrifty Unit Texas properties. The purchaseralso took over operations on the properties. 

In June, 2005, the company sold its remaining 62% revenue and workinginterests in the West Thrifty Unit located in Brown County, Texas. 

As of May 15, 2006, the Corporation changed its focus away from the Texas oil and gasbusiness to exploration and development for mineral resources and oil and gas in thewestern US and a focus on coal bed methane and shale gas projects in the northeastern US. 

**B. Business overview. 
In May 2006, the Corporation changed its focus away from Texasbased oil and gas business to mineral exploration and development in the western US andcoal bed methane and shale gas projects in the northeastern US. . The Company had been aresource company engaged in oil and gas exploration, and production in the United Statessince the early 1990’s. This effort included the acquisition, exploration anddevelopment of oil and gas properties in the United States. However, in 2005, the Companysold its remaining oil and gas properties. 

**C. Organizational structure. 
The Company has one wholly owned subsidiary, Sharpe Energy Company,which is incorporated pursuant to the laws of the State of Virginia. The Company'soperations in Canada consist of general and administrative expenses necessary to themaintaining of the Company's public company status. 

The terms "Sharpe" or the “Company”, asused in this registration statement on Form 20-F, refers to Sharpe or the Company and itswholly owned subsidiaries collectively. 
**D. Property, plants and equipment. 
The registered office of Sharpe Resources Corporation is located at56 Temperance Street, fourth Floor, Toronto, Ontario M5G 2V5. The principal office islocated at 3258 Mob Neck Road, Heathsville, Virginia 22473. 

*West Thrifty – Brown County, Texas*

The remaining producing property owned by the Company was its WestThrifty project. The Company had a 100% working interest in this property however, in2003, the Company sold 32% of its interest and the purchaser took over operation of theproperty. In June, 2005, the Company sold its remaining revenue and working interests inthis property. 

**Item 5. Operating and Financial Review and Prospects 
A. Operating results. 

*Year Ended December 31, 2006 Compared to the Year EndedDecember 31, 2005*

The net loss for the year ending December 31, 2006 was $344,752 ascompared to net income of $289,238 for 2005. The difference of $633,990 is the result ofthe gain on the sale of the West Thrifty Unit in 2005 of $416,320 and a one timemanagement fee of $154,000 paid to a current director and officer for the Corporation in2006. This transaction was in the normal course of operations and was measured at theexchange value which represented the amount of consideration established and agreed to bythe related parties. Revenue increased from $17,644 in 2005 to $20,885 in 2006 of which$13,370 was from remaining small override interests in petroleum and natural gasproperties. 

Operating and Administrative expenses for the year ending December 31,2006 were $106,722 compared to $101,135 for the year 2005. The Corporation decided to pullout from the Lyon County, Nevada project and accordingly the option price paid of US$78,125 was written-off during the year. The Corporation purchased this option from RoyalStandard Minerals Inc. (“RSM”) to acquire a 60% interest inRSM’s gold project located in Lyon County Nevada on September 15, 2004 inconsideration for which the Corporation issued 2,000,000 common shares to RSM at a deemedvalue of CDN $100,000 (US $78,125). 

*Year Ended December 31, 2005 Compared to the Year Ended December31, 2004*

Net income for the year ending December 31, 2005 was $289,238, ascompared to a net loss of $194,909 for the year ending December 31, 2004. This was theresult of the company selling all of its remaining working and revenue interests in theWest Thrifty Project in June, 2005. All costs relating to the West Thrifty property werepreviously written-off. Proceeds from the sale of the property, net of disposal fees, havebeen recorded as a realized gain on the sale. Inventory of $5,750 was included in thissale. An obligation for future site restoration and abandonment in the amount of $13,500has been reversed in the current year as a result of the sale of the property, and hasbeen included in the gain on disposition. The gain on the sale of the property was $416,320. The sale price of $434,000 less settlement of payables of $17,260 resulted in netcash proceeds of $416,740 (see note 8 of the 2005 year end audited financial statementsfor more details). 

Petroleum and natural gas revenue decreased from $108,998 in 2004 to$17,644 in 2005. Operating expenses have decreased from $202,395 in 2004 to $5,648 in2005. Again this is due to the sale of the remaining operating properties. All otherexpenses increased from $101,512 in 2004 to $139,078 in 2005. Included in this increasewas $15,484 in stock option compensation (see Note 4(d) and 4(e) of the 2005 annualaudited financial statements for the details of this expense). 

As of September 15, 2004, the Corporation changed its focus away fromthe oil and gas business into precious metals exploration and development in the westernUS. To this end Sharpe has purchased an option from Royal Standard Minerals Inc. (RSM) toacquire a 60% interest in RSM’s gold project located in Lyon County, Nevada, inconsideration for which Sharpe has issued 2,000,000 common shares to RSM at a deemed valueof $78,125. To exercise the option, Sharpe must maintain the unpatented and patentedmining claims on the Project, must pay all required option, annual advanced minimumroyalty payments, and deliver a completed positive feasibility study in compliance withNational Instrument 43-101 in respect of the Project. Upon exercise of the Option, Sharpewill hold a 60% working interest in the Project. 

*Year Ended December 31, 2004 Compared to the Year Ended December31, 2003*

The net loss for the year ended December 31, 2004 was $194,909 ascompared to $13,648 for the year ended December 31, 2003. The increase of $181,261 in thenet loss for the year is primarily attributable to the sale of 32% of theCorporation’s interest in the West Thrifty Unit during the year ended December31, 2003. Expenses were $303,907 for the year ended December 31, 2004 as compared to$372,902 for the year ended December 32 2003. The decrease of $68,995 in the expenses ofthe Corporation for the year ended December 31, 2004 is attributable to, among otherthings, decreased operating expenses on the Corporation’s properties. 

As of September 15, 2004, the Corporation changed its focus away fromthe oil and gas business into precious metals exploration and development in the westernUS. To this end Sharpe has purchased an option from Royal Standard Minerals Inc. (RSM) toacquire a 60% interest in RSM’s gold project located in Lyon County, Nevada, inconsideration for which Sharpe has issued 2,000,000 common shares to RSM at a deemed valueof $78,125. To exercise the option, Sharpe must maintain the unpatented and patentedmining claims on the Project, must pay all required option, annual advanced minimumroyalty payments, and deliver a completed positive feasibility study in compliance withNational Instrument 43-101 in respect of the Project. Upon exercise of the Option, Sharpewill hold a 60% working interest in the Project. 

*Year Ended December 31, 2003 Compared to the Year Ended December31, 2002*

The net loss for the year ended December 31, 2003 was $13,648 ascompared to $111,999 for the year ended December 31, 2002. The decrease of $98,351 in thenet loss for the year is primarily attributable to the sale of 32% of theCorporation’s interest in the West Thrifty Unit during the year ended December31, 2003. Expenses were $372,902 for the year ended December 31, 2003 as compared to$317,311 for the year ended December 31, 2002. The increase of $55,591 in the expenses ofthe Corporation for the year ended December 31, 2003 is attributable to, among otherthings, increased operating expenses on the Corporation’s properties. In orderto maintain the ongoing activities on the West Thrifty project the Corporation will needapproximately $100,000 to maintain its share of the development program in 2004. 

*Year Ended December 31, 2002 Compared to the Year Ended December31, 2001*

General and Administrative costs decreased significantly due to theclosing of the office at 909 Fannin St., Suite 1450, Houston, resignation of the Presidentand reduction of hours for the administrative assistant in December 2001. As a result of arecovery of interest paid to Royal Standard Minerals Inc., interest expense was ($41,128).Operating expenses decreased only slightly from $294,757 in 2001 to $237,800 in 2002 dueto continued work to increase production at the West Thrifty Unit. During 2002 the Companyreduced unsecured vendor loan claims to $664,533 versus $931,868 at the end of 2001. 
**B. Liquidity and capital resources. 
*Year Ended December 31, 2006 Compared to the Year EndedDecember 31, 2005*

The Corporation’s cash balance at December 31, 2006 was$204,866 compared to $339,570 at December 31, 2005. Total assets at December 31, 2006 were$454,866 compared to $417,695 at December 31, 2005. On January 24, 2006 the Corporationcompleted a private placement of 8,796,200 units of the Corporation at CDN $0.05 per unitfor gross proceeds of CDN $439,810 (US $378,530). Each unit consists of one common shareof the Corporation and one common share purchase warrant. Each warrant is exercisable forone year from closing at CDN $0.10 per share. The subscribers under the private placementare directors of the Corporation. The warrants were valued using the Black-Scholes optionpricing model where the value was determined to be CDN $237,497 (US $204,408). Thefollowing assumptions were used: dividend yield 0%, risk-free interest rate 3.83%,expected volatility 190% and an expected life of 1 year. The units are subject to a holdperiod which expires May 25, 2006. 

There was little change in current liabilities at December 31, 2006which were $808,240 compared to $804,847 at December 31, 2005. 

*Year Ended December 31, 2005 Compared to the Year Ended December31, 2004*

The Corporation’s cash balance as at December 31, 2005 was$339,570 compared to $34,557 as at December 31, 2004. This is a direct result of thecompany selling its remaining working and revenue interests in the West Thrifty Projectwith net cash proceeds of the sale of $416,740. Total assets as at December 31, 2005 were$439,242. Total assets as at December 31, 2004 were $159,609 representing an increase forthe year of $279,633. Current liabilities as at December 31, 2005 were $826,394 comparedto $837,983 as at December 31, 2004. This decrease is the result of a decrease in LoanClaims from $664,533 at December 31, 2004 to $587,369 at December 31, 2005. There is also$21,547 which is Due from Related Party. These amounts were both advanced to and areadvanced from Royal Standard Minerals Inc (RSM). RSM and the Company are related by virtueof a common officer and director. Also included is a payment of $25,500 made from adirector to the Company. 

*Year Ended December 31, 2004 Compared to the Year Ended December31, 2003*

The Corporation’s cash balance as at December 31, 2004 was$34,557 compared to $62,231 as at December 31, 2003. The fact that there was no materialchange in the cash balance is attributable to no equity or debt financing of theCorporation during 2003 or 2004. Current assets as at December 31, 2003 were $209,531.Current assets as at December 31, 2004 were $81,484 representing a decrease from 2003 of$128,047 and results primarily from a decrease in Notes Receivable representing the finalpayments from the sale of the 32% working interest in the West Thrifty property. Currentliabilities as at December 31, 2003 were $106,588 compared to $173,450 as at December 31,2004. This increase is the result of an in crease in trade payables from $61,979 in 2003to $96,937 in 2004 as well as an increase in Due to Related Party from $44,609 in 2003 to$76,515 in 2004. 

The cash provided by operating activities was $159,527 for the yearended December 31, 2003 compared to cash provided by operations of $108,998 for the sameperiod in 2004. The decrease in cash provided by operating activities was primarily due todecreased production in the West Thrifty project. With decreased production came decreasedexpenses with Operating & Administrative Expenses of $372,902 in 2003 compared to$303,907 in 2004. The fact that little change in the cash position of the Corporationduring 2004 compared to the same period in 2003 is due to rate of change in theCorporation’s financing activities and the lack of significant improvements inthe oil production cash flow from the Corporation’s properties during thisperiod. 

On a forward going basis equity and debt financings will remain thesingle major source of cash flow for the Corporation. On January 24, 2006 the Companycompleted a private placement of 8,796,200 units of the Company at CDN $0.05 per unit forgross proceeds of CDN $439,810. Each unit consists of one common share of the Company andone common share purchase warrant. Each warrant is exercisable for one year from closingat CDN $0.10 per share. The subscribers under the private placement are directors of theCompany. The warrants were valued using the Black-Scholes option pricing model where thevalue was determined to be CDN $237,497. The following assumptions were used: dividendyield 0%, risk-free interest rate 3.83%, expected volatility 190% and an expected life of1 year. The units are subject to a hold period which expires May 25, 2006. As revenue fromoperations improve the capital requirement of the Corporation will also improve. However,debt and equity financings will continue to be a source of capital to expand theCorporation’s activities in the future. 

The Corporation is authorized to issue an unlimited number of CommonShares of which 35,184,803 are outstanding as at December 31, 2004. As at December 31,2004 the Corporation had outstanding options to purchase 3,250,000 common shares withexercise prices from C$0.10-

0.12 per share and expiration dates ranging from May 2005 to May 2008. 

*Year Ended December 31, 2003 Compared to the Year Ended December31, 2002*

The Corporation’s cash balance as at December 31, 2003 was$62,231 compared to $73,518 as at December 31, 2002. The fact that there was no materialchange in the cash balance is attributable to no equity or debt financing of theCorporation during 2003. Current assets as at December 31, 2002 were $162,406. Totalassets as at December 31, 2003 were $209,531 representing an increase from 2002 due to thesale of a 32% working interest in the West Thrifty property. Current liabilities as atDecember 31, 2003 were $106,588 compared to $76,975 as at December 31, 2002. This increaseis the result of a $25,500 loan from a related party. 

The cash provided by operating activities was $159.527 for the yearended December 31, 2003 compared to cash provided by operations of $55,631 for the sameperiod in 2002. The increase in cash provided by operating activities was primarily due toincreased production in the West Thrifty project as well as higher oil prices. Withincreased production came increased expenses with Operating & Administrative Expensesof $372,902 in 2003 compared to $317,311 in 2002. The fact that little change in the cashposition of the Corporation during 2003 compared to the same period in 2002 is due to rateof change in the Corporation’s financing activities and the lack of significantimprovements in the oil production cash flow from the Corporation’s propertiesduring this period. 

*Year Ended December 31, 2002 Compared to the Year Ended December31, 2001*

During 2002, operating costs exceeded revenue. This situationcontributed to a net loss of $111,999 for the year 2002 compared to a loss of $2,333,040for the year 2001. The Company has cash and cash equivalents of $73,518 at year end 2002.Plans include additional financing to improve upon the net working capital requirements asa means to complete the necessary work programs planned by the Company during 2003.Previous expenses incurred as part of workovers and a recompletion resulted in more than$35,000 considered to be one-time expenditures on this project. Continued expenditureswill be required to improve upon the production capacity of the field. Capitalrequirements are estimated to be at least $100,000 in order to facilitate additionalimprovements and to test the production potential of the northern portion of the field. 

*Year Ended December 31, 2001 Compared to the Year Ended December31, 2000*

At December 31, 2001, the Company had working capital of $474,316compared to a working capital deficiency of $1,748,455 at December 31, 2000. The Companyis now cash flow positive due to the sale of its Gulf of Mexico Matagorda gas propertiesin April 2001 for gross proceeds of $4,475,000. In addition, the purchaser agreed to paySharpe an additional $225,000 from production of the Matagorda Island 582 #5 well M-1 sandonce production exceeds 800,000 MCF. Sharpe received payment in March 2002. 

During the period ended December 31, 2000, Sharpe had a net decrease incash of ($116,184) due primarily to the reorganization under the Chapter 11 bankruptcy andthe gain on settlement of debt in the amount of ($1,313,900). Net earnings for the yearwere $1,116,810. Financing activities in the amount of $2,902,083 were offset by repaymentof debt in the amount of $2,497,772. There are no capital expenditure commitments goingforward into 2001. 

On June 5, 2000, the Company completed a $2,300,000 debenturefinancing. The debentures were for five years with a 12% fixed interest rate coupon withquarterly interest and principal payments and included 2,300,000 detachable warrants toacquire a like number of common shares of the Company for two years at Canadian $0.25 percommon share. The debentures were secured by certain petroleum and natural gas properties.Substantially all the net proceeds from the debentures were used to repay the thenoutstanding balance under the credit agreement with Encap Energy. 

In August 2000, the Company obtained an unsecured loan facility for$900,000 to fund well recompletion expenditures. The loan was to be repaid from a 60%sweep of the Company's cash flow from production from the Matagorda #5 well. After payoutof the loan, the lender retained a 25% net profit interest in that well. The amount duewas non-interest bearing and was to be repaid within the next fiscal year. 

Although the Company had a working capital deficiency of $1,748,455 atDecember 31, 2000, in April 2001, the Company sold its Gulf of Mexico gas properties forcash proceeds of $4,475,000 significantly lowering the Company’s operating costsgoing forward. The proceeds were used to repay substantially all the debt with $1,000,000in cash remaining in the company which is sufficient to cover all operating costs for theyear 2001. 

Sharpe's core business activities have consisted of the explorationfor, and acquisition, development and production of, oil and natural gas in the UnitedStates. Sharpe is unable to influence or control the price it receives for its oil ornatural gas production. These prices fluctuate unpredictably due to actual and perceivedworldwide supply and demand factors. Sharpe endeavors to minimize costs incurred toexplore for, and develop and produce, its reserves. Sharpe uses cash flow from operations,equity financings and debt financings as sources of capital to fund growth and operations.Management believes that the benefits expected from the developments and improvements madeto the Company’s producing oil and gas will be sufficient to permit the Companyto continue operations. Nevertheless, Sharpe faces a continual liquidity risk since anyone of these sources of capital may not be available at such times and in such amountsthat it requires. See Item 3. D. - Risk Factors above. 
**C. Research and development, patents and licenses, etc. 
See Item 4. D. above. 
**D. Trend information. 
See Items 3. D. and 4. D. above. 
**E. Off-balance sheet arrangements. 
There are no off-balance sheet arrangements. 

**F. Tabular disclosure of contractual obligations. Contractual    Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years Unsecured Debt*    $563,818 $563,818 - *Refer to Note 3 of the 2006 annual audited financial statements. 
G. Safe Harbor 

Not applicable 

**Item 6. Directors, Senior Management and Employees 
A. Directors and senior management. 

The following table sets out the names of and related informationconcerning each of the officers and directors of Sharpe Resources. 
**NAME**OFFICE HELDSINCE Roland M. Larsen President, Chief Executive 1993 Richmond,Virginia Officer and Director Kimberley Koerner Treasurer and Director 2002 Brambleton, Virginia Troy Koerner Director 2002 Brambleton, Virginia James C. Dunlop Director 2006 Toronto, Ontario 
Kimberly Koerner is the daughter of Roland Larsen and the wife of Troy Koerner. 

The following discussion provides information on the principal occupations of theabove-named directors and executive officers of the Company within the preceding fiveyears. 

*Roland M. Larsen*Mr. Roland M. Larsen, President*,*has more than 30years of experience in the natural resources, both in exploration and management roles.Earlier in his career, he worked with BHP Minerals International, Inc. for a period of tenyears, where he was the Exploration Manager for the Eastern United States and the NorthAtlantic Region. Prior to that he was the Senior Geologist for NL Industries, Inc. and NLBaroid Petroleum Services. In addition, he has several years of experience working withconsulting engineering firms including Derry, Michner and Booth, and Watts Griffis &McOuat Limited. He is a member of the Society of Economic Geologists, the AmericanInstitute of Professional Geologists, the American Institute of Mining, Metallurgy, andExploration, Inc. Mr. Larsen holds a B.Sc. and M.Sc. degrees in geology. 

*Kimberly Koerner*

Ms. Koerner is a consulting financial analyst from northern Virginia. Since graduatingwith a B. 

A. in Business Administration from the University of South Carolina –Columbia in 1991, she has been employed with NPES of Reston, Virginia and Sharpe EnergyCompany of Houston, Texas 

*Troy Koerner*

Mr. Koerner has been an analyst with E-Trade Advisory Services Inc. since August, 2002.From November 2000 to April 2002, Mr. Koerner served as an Equity Analyst with LehmanBrothers Inc. Prior to joining Lehman Brothers, he was in the Global Credit department ofJP Morgan Company, Inc. 

*James C. Dunlop*

From October 1994 to the present, Mr. Dunlop has been serving as the Managing Directorof Canada Trust Investment Group Inc., a subsidiary of Canada Trust. He also serves as adirector of Royal Standard Minerals Inc. From October 1986 to October 1994, he served asthe Senior Vice President of CIBC-Investment Management Corp. Since graduating with a B.A.from University of Western Ontario in 1972, Mr. Dunlop has worked at increasingly seniorpositions within the Canadian investment community. Sharpe benefits from Mr.Dunlop’s counsel on economic and commodity matters and from his contacts in theinvestment community. 

**B. Compensation. 
*Compensation of Officers*

The following table summarizes, for the three most recently completedfinancial years of the Corporation, information concerning the compensation earned by theChief Executive Officer of the Corporation, the Chief Financial Officer of theCorporation, each the Corporation’s three most highly compensated executiveofficers of the Corporation who was serving as an executive officer as at the end of themost recently completed financial year or who was not serving as an officer of theCorporation at the end of the most recently completed financial year-end, and whoseaggregate compensation exceeded $150,000, (the “Named ExecutiveOfficer”). 
Annual    Compensation Long Term Compensation    Restricted Securities Shares or All Other Name and Principal Position Year Salary (US$) Bonus (US$) Other Annual Compensation (US$) Under Options/SARs Granted (#) Restricted Share Units (US$) LTIP Payouts (US$) Compensation (US$) Roland M. Larsen President & CEO 2006 2005 2004 Nil Nil Nil Nil Nil    Nil $154,000 Nil Nil Nil 300,000(1) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 
Notes: 

(1) Options to acquire 300,000 Common Shares at an exercise price of $0.10 per shareexpiring May 16, 2010 

No options were exercised by the Named Executive Officer during thetwelve months ended December 31, 2006. 
*Stock Option Plan*The Company maintains a stock option plan (the"Stock Option Plan") for directors, officers, consultants who provide ongoingservices, and employees of the Company and its affiliates. The purpose of the Stock OptionPlan is to attract, retain and motivate management, staff and consultants by providingthem with the opportunity, through options, to acquire a proprietary interest in theCompany and benefit from its growth. The Stock Option Plan is a“rolling” plan under which up to 10% of the issued and outstandingCommon Shares of the Company from time to time, subject to adjustment in certaincircumstances, may be issued. The number of common Shares reserved for issuance to any oneperson pursuant to options shall not exceed 5% of the issued and outstanding Common Sharesof the Company. 

With respect to insiders, the Stock Option Plan provides that Common Shares reservedfor issuance pursuant to options granted to insiders shall not exceed 10% of the issuedand outstanding Common Shares of the Company and that the number of Common shares whichmay be issued to insiders under the Stock Option Plan within a one-year period shall belimited to 10% of the issued and outstanding Common Shares of the Company, with no morethan 5% issued to any one insider and his associates. The options are non-assignable andmay be granted for a term not exceeding ten years. The exercise price of the options isfixed by the board of directors at the market price of the Common Shares at the time ofgrant, subject to all applicable regulatory requirements. 

Under the terms of the Stock Option Plan, the board of directors may,at its discretion, grant financial assistance to holders wishing to exercise theiroptions. Any such financial assistance will include, as part of its conditions, the grantof a lien on the Common Shares issuable on exercise of the options. 

The following table sets forth details with respect to options topurchase Common Shares that are outstanding under the Stock Option Plan as of December 31,2006. 
**Common shares**Under Option Exercise Price Holder Date of Grant (#) ($/Share) Expiration Date Executive May 8, 2002 600,000 0.10 May 8, 2007 Officers as a May 13, 2002 400,000 0.10 May 13, 2007 group (1in total) May 8, 2003 431,000 0.10 May 8, 2008 May 16, 2005 300,000 $0.10 May 16, 2010 Directors who May 13, 2002 600,000 0.10 May 13, 2007 are not also May 8, 2003 1,000,000 0.10 May 8, 2008 executive May 16, 2006 180,000 $0.10 May 16, 2010 officers, as a group (2 in total) 
*Compensation of Directors*

None of the directors of the Corporation received for the financial year ended December31, 2006 any fees for acting as directors or as members of committees of directors of theCorporation. All directors are reimbursed for their expenses and travel incurred inconnection with attending directors meetings. Special remuneration, at per diem rates, maybe paid to any director (other than executive officers of the Corporation) undertakingspecial services, at the request of the directors, any committee of the directors or thePresident of the corporation, beyond those services ordinarily required of a director ofthe Corporation. The directors of the Corporation are eligible to participate in the StockOption Plan of the Corporation. During the year ended December 31, 2006, no stock optionswere granted to directors and officers of the Corporation. 

*Other Compensation Matters*

There were no long-term incentive awards made to the executive officers of the Companyduring the twelve months ended December 31, 2006. There are no pension plan benefits inplace for the Named Executive Officer and none of the Named Executive Officer, officers ordirectors of the Company are indebted to the Company. In addition, there are no plans inplace with respect to the Named Executive Officer for termination of employment or changein responsibilities. 

*Compensation Policy*

The executive compensation policy of the Company is determined with a view to securingthe best possible talent to run the Company. Executives expect to reap additional incomefrom the appreciation in the value of the Common Shares they hold in the Company,including stock options. 

Salaries are commensurate with those in the industry with additionaloptions awarded to executive officers in lieu of higher salaries. Bonuses may be paid inthe future for significant and specific achievements, which have a strategic impact on thefortunes of the Company. Salaries and bonuses are determined on a judgmental basis afterreview by the board of directors of the contribution of each individual, including theexecutive officers of the Company. Although they may be members of the board of directors,the executive officers do not individually make any decisions with respect to theirrespective salary or bonus. In certain cases, bonuses of certain individuals, other thanthe executive officers, may be tied to specific criteria put in place at the time ofengagement. 

The grant of stock options under the Company’s Stock OptionPlan is designed to give each option holder an interest in preserving and maximizingshareholder value in the longer term and to reward employees for both past and futureperformance. Individual grants are determined by an assessment of an individual's currentand expected future performance, level of responsibilities and the importance of his/herposition with and contribution to the Company. 

**C. Board practices. 
*Responsibilities of the Board of Directors*

The Board recognizes it is responsible for the stewardship of thebusiness and affairs of the Company and has adopted a set of principles and practicessetting out its stewardship responsibilities. Under its mandate, the Board seeks todischarge such responsibility by reviewing, discussing and approving theCompany’s strategic planning and organizational structure, and supervisingmanagement to ensure that the foregoing enhance and preserve the underlying value of theCompany for the benefit of all shareholders. As part of the strategic planning process,the Board contributes to the development of a strategic direction for the Company byreviewing, on an annual basis, the Company’s principal opportunities, theprocesses that are in place to identify such opportunities and the full range of businessrisks facing the Company, including strategic, financial, operational, leadership,partnership and reputation risks. On an ongoing basis, the Board also reviews withmanagement how the strategic environment is changing, what key business risks andopportunities are appearing and how they are managed, including the implementation ofappropriate systems to manage these risks and opportunities. The performance ofmanagement, including the Company’s Chief Executive Officer, is also supervisedto ensure that the affairs of the Company are conducted in an ethical manner. The Board,directly and through its committees, ensures that the Company puts in place, and reviewsat least on an annual basis, comprehensive communication policies to address how theCompany 

(i) interacts with analysts, investors, other key stakeholders and thepublic, and (ii) complies with its continuous and timely disclosure obligations and avoidsselective. Finally, the Board monitors the integrity of corporate internal controlprocedures and management information systems to manage such risks and ensure that thevalue of the underlying asset base is not eroded. 

The Board from time to time delegates to senior executives theauthority to enter into certain types of transactions, including financial transactions,subject to specified limits. According to the Company’s policy, investments andother similar expenditures above the specified limits, including major capital projects aswell as material transactions outside the ordinary course of business, whether on or offbalance sheet, are reviewed by, and subject to, the prior approval of the Board. 

Following are the principles of the Company’s corporategovernance arrangements: 
- Subject to the relatively small size of the Company and to business    needs, the size of the Board must be kept to a sufficiently low number to facilitate open    and effective dialogue and full participation and contribution of each Director. 
- The Board must function as a cohesive team, with shared responsibilities    and accountabilities that are clearly defined, understood and respected. 
- The Board must have the ability to exercise all its supervisory    responsibilities independent of any influence by management. 
- The Board must have access to all the information needed to carry out    its full responsibilities. Information must be available in a timely manner and in a    format conducive to effective decision making. 
- The Board must develop, implement, and measure effective corporate    governance practices, processes and procedures. 

*Election of Directors and Officers*

The Company's articles provide for a minimum of three and a maximum ofseven directors, to be elected yearly and to hold office until the next annual meeting ofshareholders of the Company or until their successors are duly elected or appointed. Thewhole board is elected at each annual meeting, and all directors then in office mustretire, but, if qualified, are eligible for re-election. If an election of directors isnot held at the proper time, the directors continue in office until their successors areelected or appointed. Each officer continues to hold office until the appointment ofofficers at the first meeting of the board of directors after the election of directorsand, in default of the appointment of officers at such meeting, continues to hold officeafter such meeting. In the absence of written agreements to the contrary, the board mayremove at its pleasure any officer of the Company. 

***Committees of the Board*
There are currently two committees of the board of directors. Theboard does not have, nor does it currently intend to form, a nominating committee. It isthe view of the board of directors that its current size (three) is small enough to makesuch additional committees counter productive. In addition to regularly scheduled meetingsof the board, its members are in continuous contact with one another and with the membersof senior management. If the size of the board were to be enlarged or if the Company wereto undergo a substantial change in its business and operations, consideration would atthat point be given to the formation of additional committees, including a nominatingcommittee. 

*Audit Committee*

The charter of the Corporation’s audit committee charter isas follows: 

**1. Establishment of Audit Committee:**The board of directors ofthe Corporation hereby establishes a committee to be called the Audit Committee. The AuditCommittee is appointed by the Board of Directors to assist the Board in fulfilling itsoversight responsibilities. The Audit Committee’s primary duties andresponsibilities are to: 

a) Identify and monitor the management of the principal risks that could impactthe financial reporting of the Corporation; b) Monitor the integrity of theCorporation’s financial reporting process and system of internal 

controls regarding financial reporting and accounting compliance; c) Monitor theindependence and performance of the Corporation’s external auditors; d) Providean avenue of communication among the external auditors, management and the Board 

of Directors. 

The Audit Committee has the authority to conduct any investigationappropriate to fulfilling its responsibilities, and it has direct access to the externalauditors as well as anyone in the organization. The Audit Committee has the ability toretain, at the Corporation’s expense, special legal, accounting, or otherconsultants or experts it deems necessary in the performance of its duties. 
Membership: 
The Audit Committee shall be composed of three      members or such greater number as the board of directors may from time to time determine.      A majority of the members of the Audit Committee shall be unrelated to the Company.      Members shall be appointed annually from among the members of the board of directors. The      Chair of the Audit Committee shall be appointed by the board of directors. All members of      the Audit Committee shall be financially literate. An Audit Committee member who is not      financially literate may be appointed to the Audit Committee provided that the member      becomes financially literate within a reasonable period of time. The entire board has been      appointed to serve on the Audit Committee as follows: 
Kimberly Koerner (Chair
) Roland M. Larsen Troy Koerner Mandate: 
The Audit Committee shall, in addition to any other duties and    responsibilities specifically assigned or delegated to it from time to time by the board    of directors: 

a) Meet with the independent external auditors (the “auditors”) andthe senior management of the Corporation to review the year-end audited financialstatements of the Corporation which require approval by the board of directors, prior tothe issuance of any press release in respect thereof; b) Review with senior managementand, if necessary, the auditors, the interim financial statements of the Corporation priorto the issuance of any press release in respect thereof; c) Review the MD&A and pressreleases containing financial results of the Corporation; d) Review all prospectuses,material change reports and annual information forms; e) Review the audit plans and theindependence of the auditors; f) Meet with the auditors independently of management; g) Inconsultation with senior management, review annually and recommend for approval by theboard of directors:- (i)
- the appointment of auditors at the annual general meeting of shareholders of the    Corporation; 
- (ii)
- the remuneration of the auditors; and 

(iii) pre-approve all non audit services to be provided to the Corporation by the 

external auditor; h) review with the auditors:- (i)
- the scope of the audit; 
- (ii)
- significant changes in the Corporation's accounting principles, practices or policies;    and 

(iii) new developments in accounting principles, reporting matters or industry 

practices which may materially affect the financial statements of the Corporation; i)review with the auditors and senior management the results of the annual audit, and makeappropriate recommendations to the board of directors, having regard to, among otherthings:- (i)
- the financial statements; 
- (ii)
- management's discussion and analysis and related financial disclosure contained in    continuous disclosure documents; 

(iii) significant changes, if any, to the initial audit plan;- (iv)
- accounting and reporting decisions relating to significant current year events and    transactions; 
- (v)
- the audit findings report and management letter, if any, outlining the auditors'    findings and recommendations, together with management's response, with respect to    internal controls and accounting procedures; and 
- (vi)
- any other matters relating to the conduct of the audit, including the review and    opportunity to provide comments in respect of any press releases announcing year end    financial results prior to issue and such other matters which should be communicated to    the Audit Committee under generally accepted auditing standards; 

j) Review with the auditors the adequacy of management's internal control proceduresand management information systems and inquiring of management and the auditors aboutsignificant risks and exposures to the Corporation that may have a material adverse impacton the Corporation's financial statements, and inquiring of the auditors as to the effortsof management to mitigate such risks and exposures; k) Monitor policies and procedures forreviewing directors' and officers' expenses and perquisites, and inquire about the resultsof such reviews; l) Review and approve written risk management policies and guidelinesincluding the effectiveness of the overall process for identifying the principal risksaffecting financial reporting; m) Review issues relating to legal, ethical and regulatoryresponsibilities to monitor management's efforts to ensure compliance Including any legalmatters that could have a significant impact on the Corporation’s financialstatements, the Corporation’s compliance with applicable laws and regulationsand inquiries received from regulators of governmental agencies; and, n) Establishprocedures for:- a.
- the receipt, retention and treatment of complaints received by the issuer regarding    accounting, internal accounting controls, or auditing matters; and 
- b.
- the confidential, anonymous submission by employees of the issuer of concerns regarding    questionable accounting or auditing matters. 

**4. Administrative Matters:**The following general provisions shall haveapplication to the Audit 

Committee: a) A quorum of the Audit Committee shall be the attendance of two membersthereof present in person or by telephone. No business may be transacted by the AuditCommittee except at a meeting of its members at which a quorum of the Audit Committee ispresent or by a resolution in writing signed by all the members of the Audit Committee.Meetings of the Audit Committee shall be held at least annually and more often as theChair of the Audit Committee may determine; b) Any member of the Audit Committee may beremoved or replaced at any time by resolution of the directors of the Corporation. Amember of the Audit Committee shall ipso facto cease to be a member of the Audit Committeeupon ceasing to be a director of the Corporation. The board of directors, uponrecommendation of the Corporate Governance Committee, may fill vacancies on the AuditCommittee by appointment from among its members. If and whenever a vacancy shall exist onthe Audit Committee, the remaining members may exercise all its powers so long as a quorumremains. Subject to the foregoing, each member of the Audit Committee shall hold suchoffice until the close of the annual general meeting of shareholders of the Corporationnext following the date of appointment as a member of the Audit Committee or until asuccessor is duly appointed. Any member of the board of directors who has served as amember of the Audit Committee may be re-appointed as a member of the Audit Committeefollowing the expiration of his term; c) The Audit Committee may invite such officers,directors and employees of the Corporation as it may see fit from time to time to attendat meetings of the Audit Committee and to assist thereat in the discussion of mattersbeing considered by the Audit Committee. The independent auditor of the Corporation is toappear before the Audit Committee when requested to do so by the Audit Committee; d) Thetime at which and the place where the meetings of the Audit Committee shall be held, thecalling of meetings and the procedure at such meetings shall be determined by the AuditCommittee, having regard to the by-laws of the Corporation. A meeting of the AuditCommittee may be held at any time without notice if all of the members are present or, ifany members are absent, those absent have waived notice or otherwise signified theirconsent in writing to the meeting being held in their absence; e) The Chair shall presideat all meetings of the Audit Committee and shall have a second and deciding vote in theevent of a tie, provided that, in the event of a tie vote when only two members of theAudit Committee are present at a particular meeting, the matter shall be resolved by afuture vote of members of the Audit Committee at which more than two members are present.In the absence of the Chair, the other members of the Audit Committee shall appoint one oftheir members to act as Chair for the particular meeting; f) Notice of meetings of theAudit Committee may be given to the auditor of the Corporation and shall be given inrespect of meetings relating to the annual audited financial statements. The auditor hasthe right to appear before and to be heard at any meeting of the Audit Committee. Upon therequest of the auditor, the Chair of the Audit Committee shall convene a meeting of theAudit Committee to consider any matters which the auditor believes should be brought tothe attention of the directors or shareholders of the Corporation; g) The Audit Committeeshall report to the directors of the Corporation on such matters and questions relating tothe financial position of the Corporation or any affiliates of the Corporation as thedirectors of the Corporation may from time to time refer to the Audit Committee; h) Themembers of the Audit Committee shall, for the purpose of performing their duties, have theright of inspecting all the books and records of the Corporation and its affiliates and ofdiscussing such books and records in any matter relating to the financial position of theCorporation with the officers, employees and auditor of the Corporation and itsaffiliates; i) Minutes of the Audit Committee will be recorded and maintained and theChair of the Audit Committee will report to the board of directors on the activities ofthe Audit Committee and/or the minutes will promptly be circulated to the directors whoare not members of the Audit Committee or otherwise made available at the next meeting ofdirectors; j) The Chair of each meeting of the Audit Committee shall appoint a person toact as recording secretary to keep the minutes of the meeting. The recording secretaryneed not be a member of the Audit Committee; k) Unless the Audit Committee has beenprovided with express instructions from the board of directors, the Audit Committee shallfunction primarily to make assessments and determinations with respect to the purposesmandated herein and its decisions shall serve as recommendations for consideration by theboard of directors. 

*Corporate Governance Committee*

The Corporate Governance Committee is responsible for the development, maintenance, anddisclosure of the Company’s corporate governance practices. The mandate of thecommittee includes:- developing criteria governing the size and overall composition of the Board; 
- conducting an annual review of the structure of the Board and its committees, as well as    of the mandates of such committees; 
- recommending new nominees for the Board (in consultation with the Chairman and the Chief    Executive Officer); and 
- recommending the compensation of directors 
- ensuring that the Company’s policy on disclosure and insider trading,    including communication to the different stakeholders about the Company and its    subsidiaries, documents filed with securities regulators, written statements made in    documents pertaining to the Company’s continuous disclosure obligations,    information contained on the Company’s Web site and other electronic    communications, relationships with investors, the media and analysts is timely, factual    and accurate, and broadly disseminated in accordance with all applicable legal and    regulatory requirements. 

The committee also coordinates the annual evaluation of the Board, the committees ofthe Board and individual directors. All issues identified through this evaluation processare then discussed by the Corporate Governance Committee and are reported to the Board.Finally, it also has the responsibility for annually initiating a discussion at the Boardlevel on the performance evaluation and remuneration of the President and Chief ExecutiveOfficer. 

*Conflicts of Interest*

Some of the directors and officers of the Company also serve as directors and officersof other companies involved in the resource exploration sector. Consequently, there existsa possibility for any such officer or director to be placed in a position of conflict.Each such director or officer is subject to fiduciary duties and obligations to acthonestly and in good faith with a view to the best interests of the Company. 

Similar duties and obligations will apply to such other companies. Thus any futuretransaction between the Company and such other companies will be for bona fide businesspurposes and approved by a majority of disinterested directors of the Company. 

**D. Employees. 
In addition to the officers and directors, the Company has one part-timeadministrative assistant. 

**E. Share ownership. Name Office Held Number of Common Shares Beneficially    Owned or Over Which Control is Exercised1 Roland M. Larsen    Richmond, Virginia President, CEO & Director 5,277,720 Kimberley Koerner Brambleton,    Virginia Treasurer & Director 3,518,480 Troy Koerner Brambleton, Virginia Director 2,638,860 James C. Dunlop Toronto, Ontario Director Nil 
1. The information as to shares beneficially owned orover which control or direction is exercised, not being within the knowledge of theCompany, has been furnished by the respective individuals. 
**Item 7. Major Shareholders and Related PartyTransactions 
A. Major Shareholders 

The following table shows as at May 11, 2007, each person who isknown to the Company, or its directors and officers to beneficially own, directly orindirectly, or to exercise control or direction over securities carrying more than 10% ofthe voting rights attached to any class of outstanding voting securities of the Companyentitled to be voted. 
**Name of Shareholder**Securities Owned, Controlled or    Directed Percentage of the Class of    Outstanding Voting Securities of the Company (1) CDS & Co. (2) Toronto, Ontario 24,174,766 Common Shares 51.85% Roland M. Larsen Richmond, Virginia 5,277,720 11.3% - (1) Based on 46,619,863 Common Shares issued and outstanding as at May 11, 2007. 
(2) 
This is a nominee account. To the knowledge of the Company, there is no beneficial    ownership of these shares by this nominee. The shares are held by a number of securities    dealers and other intermediaries holding shares on behalf of their clients who are the    beneficial owners. 

**B. Related party transactions. 
Following is a summary of the related party transactions of theCorporation for the last three years ending December 31: 

1. 

**2006 2005 2004 
Due from related party1 $250,000 $0 $0 
Due to related party Roland M. Larsen2 $25,400 $25,500 $25,500 Royal Standard Minerals Inc.3 108,813 109,082 29,468- Standard Energy Company is related by virtue of its ownership by an    officer and director of the Company. The loan receivable is unsecured, non-interest    bearing and no date is set for its repayment. 
- This loan is payable to an officer and director of the Company. It is    unsecured, non-interest bearing and no date is set for its repayment. 
- Royal Standard Minerals is a related company by virtue of common    management and have common directors. The loan payable is unsecured, non-interest bearing    and no date is set for its repayment. 

Management fees of $154,000 were paid to an officer and director of theCompany. 

These transactions are in normal course of operations and are measuredat the exchange amount(the amount of consideration established and agreed to by therelated parties which approximates the arm’s length equivalent value.) 

**C. Interests of experts and counsel. 
Not Applicable. 

**Item 8. Financial Information 
A. Consolidated Statements and Other Financial Information 

Following is a list of financial statements filed as part of theannual report under Item #17: 

− Auditor's Report for Sharpe Resources Corporation for the year endedDecember 31, 2006, 2005, 2004, 2003, 2002, 2001 − Consolidated Balance Sheets ofSharpe Resources Corporation as at December 31, 2006 and 2005 − ConsolidatedStatements of Operations and Deficit of Sharpe Resources Corporation for the years endedDecember 31, 2006, 2005, 2004 − Consolidated Statements of Cash Flows of SharpeResources Corporation for the years ended December 31, 2006, 2005, 2004 − Notesto the Consolidated Financial Statements of Sharpe Resources Corporation 

The consolidated financial statements of Sharpe Resources Corporationwere prepared in accordance with generally accepted accounting principles in Canada andare expressed in United States dollars. For a discussion of the reconciliation of suchfinancial statements to United States generally accepted accounting principles, see note#10 of the notes to the consolidated financial statements of Sharpe Resources Corporation.

**B. Significant Changes. 
None. 

**Item 9. The Offer and Listing 
A. Offer and listing details. 

The authorized capital of the Company consists of (i) an unlimitednumber of Common Shares and (ii) an unlimited number of preferred shares. The CommonShares are the only class of securities which are the subject of this registrationstatement on Form 20-F. 

The Common Shares, when issued, will be fully paid and non-assessable,carry one vote at all meetings of shareholders (except meetings at which only holders ofanother class or series of shares are entitled to vote), participate ratably in anydividend declared by the directors, subject to the rights of holders of any shares rankingprior to the Common Shares, carry the right to receive a proportionate share of the assetsof the Company available for distribution to holders of the Common Shares in the event ofliquidation, dissolution or winding-up of the Company. The Common Shares do not carry anypre-emptive rights or voting rights. 

On May 10, 1998, the shareholders of the Company approved by therequisite vote an amendment to the Company’s articles to increase the authorizedcapital of the Company by the creation of an unlimited number of preferred shares. Thepreferred shares are issuable in series and authorize the directors of the Company to fixthe number of shares in, and determine the designation, rights, privileges, restrictionsand conditions attaching to the shares of each series. As of December 31, 2005, no serieshas been designated by the board of directors of the Company. 

There are no laws or regulations, which would impose votingrestrictions on non-resident shareholders. 

The following table sets forth the reported high and low sales prices(stated in Canadian currency) and the average daily trading volume of the outstandingCommon Shares on the Montreal Exchange for the periods January 1997 through September 2001and the TSX Venture Exchange for the periods October 2001 through March 2002. 
High Low Volume 2001 First Calendar Quarter    Second Calendar Quarter Third Calendar Quarter Fourth Calendar Quarter $0.28 $0.16 $0.11 $0.05 $0.11 $0.10 $0.05 $0.02 45,997 39,862 12,330 69,953 2002 First Calendar Quarter    Second Calendar Quarter Third Calendar Quarter Fourth Calendar Quarter $0.12 $0.14 $0.06 $0.05 $0.03 $0.04 $0.04 $0.05 40,018 29,602 1,812 0 2003 First Calendar Quarter    Second Calendar Quarter Third Calendar Quarter Fourth Calendar Quarter $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 0 0 0 0 2004 First Calendar Quarter    Second Calendar Quarter Third Calendar Quarter Fourth Calendar Quarter $0.12 $0.07 $0.08 $0.06 $0.04 $0.04 $0.04 $0.03 1,695 3,186 7,129 9,270 2005 First Calendar Quarter    Second Calendar Quarter Third Calendar Quarter Fourth Calendar Quarter $0.05 $0.06 $0.09 $0.17 $0.04 $0.03 $0.03 $0.04 9,378 27,991 41,567 108,903 2006 First Calendar Quarter    Second Calendar Quarter Third Calendar Quarter Fourth Calendar Quarter $0.18 $0.18 $0.17 $0.10 $0.09 $0.10 $0.08 $0.05 39,533 51,333 17,900 19,500 2007 January 2007 February    2007 March 2007 April 2007 May 2007 $0.12 $0.11 $0.08 $0.07 $0.07 $0.07 $0.07 $0.05 $0.06 $0.06 20,900 22,500 45,300 18,900    17,700 
**B. Plan of Distribution 
Not Applicable 

**C. Markets 
The Company was listed on the Vancouver Stock Exchange from 1980until July 1995 when it was delisted at its own request in order to facilitate thequotation of its Common Shares on the Canadian Dealing Network. Trading in theCompany’s Common Shares commenced on the Canadian Dealing Network on July 10,1995 under the symbol “SHGP” until January 1997 when it was delistedat its own request in order to facilitate the listing of its Common Shares on the MontrealExchange. Trading in the Company’s Common Shares commenced on the MontrealExchange on January 20, 1997 and continued until October 2001 when they began trading onthe TSX Venture Exchange (formerly the CDNX). 

The Company’s shares are listed on the OTC:BB under thesymbol SHGPF and in Canada under the symbol SHO.H on the NEX exchange. 

**D. Selling shareholders. 
Not Applicable 

**E. Dilution. 
Not Applicable 

**F. Expenses of the issue. 
Not Applicable 

**Item 10. Additional Information 
A. Share capital. 

Not applicable 

**B. Memorandum and articles of association. 
These documents were filed with the original registration report inJuly, 1998. 

**C. Material contracts. 
There are no material contracts. 

**D. Exchange controls. 
There is no law, governmental decree or regulation in Canada thatrestricts the export or import of capital, including foreign exchange controls, or thataffects the remittance of dividends, interest or other payments to non-resident holders ofCommon Shares, other than withholding tax requirements and potential capital gain on thedisposition of the Common Shares under certain circumstances. (See Item 10. E. -Taxation.) 

There is no limitation imposed by Canadian law or by the Articles orother charter documents of the Company on the right of a non-resident to hold or voteCommon Shares, other than as provided by the Investment Canada Act (Canada) as amended,including as amended by the World Trade Organization Implementation Act (Canada). Thefollowing summarizes the principal features of the Investment Canada Act for non-Canadianswho propose to acquire Common Shares. 

The Investment Canada Act (the “Act”) enacted onJune 20, 1985, as amended, including as amended by the World Trade OrganizationImplementation Act (Canada), requires notification and, in certain cases, advance reviewand approval by the Government of Canada of the acquisition by a“non-Canadian” of “control” of a“Canadian business,” all as defined in the Act.“Non-Canadian” generally means an individual who is not a Canadiancitizen or permanent resident, or a Corporation, partnership, trust or joint venture thatis ultimately controlled by non-Canadians. For purposes of the Act,“control” can be acquired through the acquisition of all orsubstantially all of the assets used in the Canadian business, or the direct or indirectacquisition of voting interests or shares in an entity that carries on a Canadian businessor which controls the entity which carries on the Canadian business whether or not thecontrolling entity is Canadian. Under the Act, control of a Corporation is deemed to beacquired through the acquisition of a majority of the voting shares of a Corporation, andis presumed to be acquired where at least one-third, but less than a majority, of thevoting shares of a Corporation or of an equivalent undivided ownership interest in thevoting shares of a Corporation are acquired unless it can be established that theCorporation is not controlled in fact through the ownership of voting shares. Other rulesapply with respect to the acquisition of non-corporate entities. 

All investments to acquire control of a Canadian business arenotifiable, unless they are reviewable. Investments requiring review and approval include:(i) a direct acquisition of control of a Canadian business with assets with a value ofCdn. $5,000,000 or more; (ii) an indirect acquisition of control of a Canadian businesswhere the value of the assets of the Canadian business and of all other Canadian entitiesthe control of which is acquired directly or indirectly is Cdn. $50,000,000 or more; and(iii) an indirect acquisition of control of a Canadian business and of all other Canadianentities the control of which is acquired directly or indirectly is Cdn. $5,000,000 ormore and represents greater than 50% of the total value of the assets of all of theentities, control of which is being acquired. Subject to certain exceptions, where aninvestment is made by a “WTO Investor” (generally, nationals orpermanent residents of World Trade Organization member states, or entities controlled byresidents or nationals of WTO member states) or the Canadian business is controlled by aWTO Investor, the monetary thresholds discussed above are higher. In these circumstancesthe monetary threshold with regard to direct acquisitions is Cdn. $160,000,000 in constant1995 dollars as determined in accordance with the Act. Indirect acquisitions of Canadianbusinesses by or from WTO Investors are not subject to review. The United States is a WTOmember state. 

Special rules apply with respect to investments by non-Canadians(including WTO Investors) to acquire control of Canadian businesses that engage in certainspecified activities, including financial services, transportation services and activitiesrelating to Canada’s cultural heritage or national identity. 

If an investment is reviewable, an application for review in the formprescribed by regulation is normally required to be filed with the Investment ReviewDivision of Industry Canada prior to the investment taking place and the investment maynot be normally implemented until the review has been completed and ministerial approvalobtained. 

The Investment Review Division will submit the application for reviewto the Minister of Industry (Canada), together with any other information or writtenundertakings given by the acquirer and any representations submitted to the division by aprovince that is likely to be significantly affected by the investment. The Minister willthen determine whether the investment is likely to be of “net benefit toCanada,” taking into account the information provided and having regard tocertain factors of assessment prescribed under the Act. Among the factors considered are:(i) the effect of the investment on the nature and level of economic activity in Canada,including the effect on employment, on resource processing, on the utilization of parts,components and services produced in Canada, and on exports from Canada; (ii) the degreeand significance of participation by Canadians in the Canadian business and in anyindustry in Canada of which it forms a part; (iii) the effect of the investment onproductivity, industrial efficiency, technological development, product innovation andproduct variety in Canada; (iv) the effect of the investment on competition within anyindustry or industries in Canada; (v) the compatibility of the investment with nationalindustrial, economic and cultural objectives enunciated by the government or legislatureof any province likely to be significantly affected by the investment; and (vi) thecontribution of the investment to Canada’s ability to compete in world markets. 

Within 45 days after completed application for review has beenreceived, the Minister must notify the investor that (a) he is satisfied that theinvestment is likely to be of “net benefit to Canada,” or 

(b) he is unable to complete his review in which case he shall have 30additional days to complete his review (unless the investor agrees to a longer period) or(c) he is not satisfied that the investment is likely to be of “net benefit toCanada.” If the Minister is unable to complete his review and no decision hasbeen taken within the prescribed or agreed upon time, the Minister is deemed to besatisfied that the investment is likely to be of “net benefit toCanada.” 

Where the Minister has advised the investor that he is not satisfiedthat the investment is likely to be of “net benefit to Canada,” theacquirer has the right to make representations and submit undertakings within 30 days ofthe date of notice (or any further period that is agreed upon between the investor and theMinister). On the expiration of the 30-day period (or an agreed extension), the Ministermust notify the investor whether or not he is satisfied that the investment is likely tobe of “net benefit to Canada.” In the latter case, the investor maynot proceed with the investment, or if the investment has already been implemented, mustdivest itself of control of the Canadian business. 

No securities of the Company are subject to escrow or similarrestrictions. 

**E. Taxation 
The following is a summary of certain Canadian federal income taxprovisions applicable to United States corporations, citizens and resident alienindividuals purchasing Common Shares. The discussion is only a general summary and doesnot purport to deal with all aspects of Canadian federal taxation that may be relevant toshareholders, including those subject to special treatment under the income tax laws.Shareholders are advised to consult their own tax advisors regarding the Canadian federalincome tax consequences of holding and disposing of the Company’s Common Shares,as well as any consequences arising under U.S. federal, state or local tax laws or taxlaws of other jurisdictions outside the United States. The summary is based on theassumption that, for Canadian tax purposes, the purchasers or shareholders (i) deal atarm’s-length with the Company, (ii) are not residents of Canada, (iii) hold theCommon Shares as capital property and (iv) do not use or hold Common Shares in, or in thecourse of, carrying on business in Canada (a “Non-Resident Holder”). 

Dividends paid to U.S. residents by the Company on the Common Sharesgenerally will be subject to Canadian non-resident withholding taxes. For this purpose,dividends will include amounts paid by the Company in excess of the paid-up capital of theCommon Shares on redemption or a purchase for cancellation of such shares by the Company(other than purchases on the open market). For U.S. corporations owning at least 10% ofthe voting stock of the Company, the dividends paid by the Company are subject to awithholding tax rate of 6% in 1996 and 5% thereafter under the Canada-U.S. Income TaxConvention (1980), as amended by the Protocol signed on March 17, 1995 (the“Treaty”). For all other U.S. shareholders, the Treaty reduces thewithholding tax rate from 25% to 15% of the gross dividend. Other applicable tax treatiesmay reduce the Canadian tax rate for other Non-Resident Holders. 

A Non-Resident Holder will generally not be subject to tax in Canada on capital gainsrealized from disposition of Common Shares, unless such shares are “taxableCanadian property” within the meaning of the Income Tax Act (Canada). Generally,the Common Shares would not be taxable Canadian property unless the Non-Resident Holder,together with related parties, at any time during the five years prior to the dispositionof the Common Shares owned not less than 25% of the issued shares of any class of thecapital stock of the Company. Under the Treaty, a resident of the United States will notbe subject to tax under the Income Tax Act (Canada) in respect of gains realized on thesale of Common Shares which constitute “taxable Canadian property”,provided that the value of the Common Shares at the time of disposition is not derivedprincipally from real property located in Canada. 

**F. Dividends and paying agents. 
Not applicable. 

**G. Statement by experts 
Not applicable. 

**H. Documents on display. 
Company documents can be viewed at 3258 Mob Neck Road, Heathsville, Virginia 22473.They can also be obtained by writing to this address. 

**I. Subsidiary Information 
Not applicable. 

**Item 11. Quantitative and Qualitative Disclosures about Market Risk. 
At December 31, 2006, the Company's financial instruments consisted of cash andcash equivalents, receivables, payables and accruals and advances from related parties.The Company estimates that the fair value of its financial instruments approximates thecarrying values. It is management's opinion that the Company is not exposed to significantinterest, currency or credit risks arising from these financial instruments. 

Receivables include amounts receivable for petroleum and natural gas sales, which aregenerally made to large creditworthy customers in the United States. Accordingly, theCompany views credit risks on these amounts as low. 

The company is exposed to losses, in the event of non-performance by counter-parties tothese financial instruments. The Company deals with major institutions and believes theserisks are minimal. 

**Item 12. Description of Securities Other than Equity Securities. 
Not applicable. 

**PART II 
Item 13. Defaults, Dividend Arrearages and Delinquencies. 
On August 4, 1999, the Company was forced to voluntarily seek Chapter 11reorganization under the US federal Bankruptcy code as a result of a large cost overrunincurred during the drilling phase of an offshore well. This filing occurred after a longperiod of negotiations with the creditors. There was a general lack of progress towardworking out an out-of-bankruptcy agreement with the creditors during the first half of1999. 

On February 9, 2000, the Company filed with the US District BankruptcyCourt of the Southern District of Texas a second proposed plan of reorganization inaccordance with federal bankruptcy laws. The plan of reorganization sets forth the meansfor satisfying claims, including liabilities subject to compromise and subsequentadjustments to the plan. The Company's cash and other assets are subject to certainrestrictions as a result of the bankruptcy. 

In general, the plan provides for the following: 

The current portion of long-term debt will be paid in full on theclosing date out of proceeds of a proposed financing. 

The agreed secured-vendor lien claims will accept a cash payment of 45%as full payment of their claims. Alternatively, on of the sub-classes of secured claimantswill have the option to be paid in full over 42 months at 10% interest. 

The unsecured vendor claims will accept a 10% cash payment 120 daysafter closing. At that time, the balance of the claim is to be converted to Sharpe EnergyCompany Preferred Class A stock which is subject to regulatory approval. The PreferredClass A stock will pay a quarterly stock dividend of 4% per annum. Additionally, thePreferred Class A stock may be redeemed by the Company, all or in part, at a discountbased upon the time of issuance, i.e., from 0-15 months the Preferred Class A stock can beredeemed for 35% of the remaining value, from 16-24 months the redemption is 40% of theremaining value, from 25-36 months the redemption is 60% of the remaining value andthereafter at 100% of the remaining value. 

The consummation of the final plan of reorganization receivedbankruptcy court approval and was approved by the Company's creditors on March 27, 2000.On June 5, 2000 Sharpe closed a US $2.3 million debenture financing. The term of thedebenture is five years with a 12% fixed interest rate coupon with quarterly interest andprincipal payments includes 2.3 million detachable warrants exercisable for two years atC$0.25 per warrant. **The recapitalization of the company did not impact shareholderequity. 
Item 14. Material Modifications to the Rights of Security Holders andUse of Proceeds. 

There have been none. 

**Item 15. Controls and Procedures 
As of the end of the period covered by this report and based ontheir evaluation the Company's principal executive officer and principal financial officerhave concluded that the Company's disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) were effective to ensure thatthe information required to be disclosed by the Company in reports that it files orsubmits under the Exchange Act is recorded, processed, summarized and reported within thetime period specified in Securities and Exchange Commission rules and forms. 

There were no significant changes in the Company's internal controls orin other factors that could significantly affect these controls subsequent to the date oftheir evaluation, including any corrective actions with regard to significant deficienciesand material weaknesses. 

**Item 16. [Reserved**] Item 16A. Audit committee financial expert. 
The board of directors has determined that Director and Audit Committee Member, Ms.Kimberly Koerner has the necessary attributes for designation as the auditcommittee’s financial expert and have designated her as the financial expert. 

**Item 16B. Code of Ethics. 
The company has adopted a Code of Ethics that applies to its Directors andExecutive Officers. The Code of Ethics can be viewed at 3258 Mob Neck Road, Heathsville,Virginia 22473. It can also be obtained, without charge, by writing to this address. 

**Item 16C. Principal Accountant Fees and Services. 2006 2005 2004 
Audit Fees $25,000 Audit Related Fees $0 Tax Fees $2,000 All Other Fees $400 

$23,000 $23,000 $0 $0 $2,000 $2,000 $360 $0 

*Policies and Procedures*

The Audit Committee, in consultation with senior management, reviews annually andrecommends for approval by the board of directors;- the appointment of independent auditors at the annual general meeting of shareholders of    the Corporation; 
- the remuneration of the auditors; and 
- pre-approval of all non-audit services to be provided to the Corporation by the external    auditor. 

Since the commencement of the Corporation’s most recently completed financialyear, every recommendation of the Audit Committee to nominate or compensate an externalauditor was adopted by the Board of Directors. 

**Item 16D. Exemptions from the Listing Standards for Audit Committees. 
Not applicable. 

**Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers. 
Not applicable. 

**PART III 
Item 17. Financial Statements. 
Following is a list of financial statements filed as part of the annual report. 

− Auditor's Report for Sharpe Resources Corporation for the year endedDecember 31, 2006, 2005, 2004, 2003, 2002, 2001 − Consolidated Balance Sheets ofSharpe Resources Corporation as at December 31, 2006 and 2005 − ConsolidatedStatements of Operations and Deficit of Sharpe Resources Corporation for the years endedDecember 31, 2006, 2005, 2004 

− Consolidated Statements of Cash Flows of Sharpe Resources Corporationfor the years ended December 31, 2006, 2005, 2004 − Notes to the ConsolidatedFinancial Statements of Sharpe Resources Corporation 

The consolidated financial statements of Sharpe Resources Corporationwere prepared in accordance with generally accepted accounting principles in Canada andare expressed in United States dollars. For a discussion of the reconciliation of suchfinancial statements to United States generally accepted accounting principles, see note#10 of the notes to the consolidated financial statements of Sharpe Resources Corporation.

**Auditors' Report 
To the Shareholders of Sharpe Resources Corporation 
We have audited the consolidated balance sheets ofSharpe Resources Corporation as at December 31, 2002 and 2001 and the consolidatedstatements of operations and deficit and cash flows for each of the years in the threeyear period ended December 31, 2002. These consolidated financial statements are theresponsibility of the company's management. Our responsibility is to express an opinion onthese consolidated financial statements based on our audits. 
We conducted our audits in accordance with auditing standards generallyaccepted in Canada and in the United States of America. Those standards require that weplan and perform an audit to obtain reasonable assurance whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. 

In our opinion, these consolidated financial statements present fairly,in all material respects, the financial position of the company as at December 31, 2002and 2001 and the results of its operations and its cash flows for each of the years in thethree year period ended December 31, 2002, in accordance with Canadian generally acceptedaccounting principles. 

\s\ Grant Thornton LLP 
Toronto, Canada Grant Thornton LLP 

March 31, 2003 Chartered Accountants 

Comments by Auditors on United States of America-CanadaReporting Difference 
United States of America reporting standards require the addition of anexplanatory paragraph when the financial statements are affected by conditions and eventsthat cast doubt on the company’s ability to continue as a going concern, such asthose described in note 1 to the financial statements. Although we conducted our audit inaccordance with both United States of America and Canadian generally accepted auditingstandards, our report to the shareholders dated March 31, 2003 is expressed in accordancewith Canadian reporting standards which do not permit a reference to such conditions andevents in the auditor’s report when these are adequately disclosed in thefinancial statements. 

\s\ Grant Thornton LLP 
Toronto, Canada Grant Thornton LLP March 31, 2003 Chartered Accountants March 1, 2005 

**Auditors' Report 
To the Shareholders of Sharpe Resources Corporation 

We have audited the consolidated balance sheet of Sharpe Resources Corporation, as atWednesday, December 31, 2004 and 2003 and the consolidated statements of operations anddeficit and cash flows for each of the years then ended. These financial statements arethe responsibility of the company's management. Our responsibility is to express anopinion on these financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted inCanada and the standards issued by the Public Company Accounting Oversight Board"United States". Those standards require that we plan and perform an audit toobtain reasonable assurance whether the financial statements are free of materialmisstatement. An audit includes examining on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. 

In our opinion, these consolidated financial statements present fairly, in all materialrespects, the financial position of the company as at Wednesday, December 31, 2004 and2003 and the results of its operations and its cash flows for each of the years then endedin accordance with Canadian generally accepted accounting principles. 

The consolidated statements of operations and deficit and cash flows for the year endedDecember 31, 2002 were audited by other auditors who expressed an opinion withoutreservation on the financial statements in their audit report dated March 31, 2003. 

"McCarney Greenwood LLP" 

Toronto, Canada McCarney Greenwood LLP Chartered Accountants 

Comments by Auditors on United States of America-Canada ReportingDifference 

United States of America reporting standards require the addition of an explanatoryparagraph when the financial statements are affected by conditions and events that castdoubt on the company's ability to continue as a going concern, such as those described inNote 1 to the financial statements. Although we conducted our audits in accordance withboth United States of America and Canadian generally accepted auditing standards, ourreport to the shareholders dated March 1, 2005 is expressed in accordance with Canadianreporting standards which do not permit a reference to such conditions and events in theauditor's report when these are adequately disclosed in the financial statements. 

"McCarney Greenwood LLP" 

Toronto, Canada McCarney Greenwood LLP Chartered Accountants 

March 10, 2006 
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
To the Shareholders of Sharpe Resources Corporation 

We have audited the consolidated balance sheets of Sharpe ResourcesCorporation, as at December 31, 2005 and 2004 and the consolidated statements ofoperations and deficit and cash flows for each of the years in the three-year period endedDecember 31, 2005. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financial statementsbased on our audits. 

We conducted our audits in accordance with Canadian generally acceptedauditing standards and with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform an audit to obtainreasonable assurance whether the financial statements are free of material misstatement.An audit includes examining on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating theoverall financial statement presentation. 

In our opinion, the consolidated financial statements referred to abovepresent fairly, in all material respects, the financial position of the Company as atDecember 31, 2005 and 2004 and the results of its operations and its cash flows for eachof the years in the three-year period ended December 31, 2005 in accordance with Canadiangenerally accepted accounting principles. 

"McCarney Greenwood LLP" 

Toronto, Canada McCarney Greenwood LLP CharteredAccountants 
**Comments by Auditors on United States of America-Canada ReportingDifference 
In the United States, reporting standards for auditors require theaddition of an explanatory paragraph (following the opinion paragraph) when the financialstatements are affected by conditions and events that cast doubt on the Company's abilityto continue as a going concern, such as those described in Note 1 to the consolidatedfinancial statements. Our report to the shareholders dated March 10, 2006 is expressed inaccordance with Canadian reporting standards which do not require a reference to suchconditions and events in the auditor's report when these are adequately disclosed in thefinancial statements. 

"McCarney Greenwood LLP" 

Toronto, Canada McCarney Greenwood LLP Chartered Accountants 
OMB APPROVALOMB Number:              3235-0116Expires:	          September 30, 2007Estimated average burdenHours per response:                6.20UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 6-KREPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THESECURITES EXCHANGE ACT OF 1934For the month of May, 2007Commission File Number 29606SHARPE RESOURCES CORPORATION(Translation of registrant's name into English)3258 MOB NECK ROAD, HEATHSVILLE, VIRGINIA 22473(Address of principal executive offices)Indicated by check mark whether the registrant files or will fileannual reports under cover of Form 20-F or Form 40-F.Form 20-F    X    Form 40-FIndicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationsS-T Rule 101(b)(1):  ________Note:  Regulation S-T Rule 101(b)(1) only permits the submissionin paper of a Form 6-K if submitted solely to provide anattached annual report to security holders.Indicate by check mark if the registrant is submitting the Form 6-Kin paper as permitted by Regulations S-T Rule 101(b)(7):  ________Note: Regulation S-T Rule 101(b)(7) only permits the submissionin paper of a Form 6-K if submitted to furnish a report or otherdocument that the registrant foreign private issuer must furnishand make public under the laws of the jurisdiction in whichthe registrant is incorporated, domiciled or legally organized(the registrant's "home country"), or under the rules of thehome country exchange on which the registrant's securities aretraded, as long as the report or other document is not a pressrelease, is not required to be and has not been distributed tothe registrant's security holders, and, if discussing a materialevent, has already been the subject of a Form 6-K submission orother Commission filing on EDGAR.Indicate by check mark whether by furnishing the informationcontained in this Form, the registrant is also therebyfurnishing the information to the Commission pursuant toRule 12g3-2(b) under the Securities Exchange Act of 1934.   Yes  X   NoIf "Yes" is marked, indicate below the file number assignedto the registrant in connection with Rule 12g3-2(b):82- 4009.SIGNATURES     Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned,thereunto duly authorized.Royal Standard Minerals Inc.(Registrant)Date:	May 1, 2007By\S\ Roland M. LarsenPresident & CEOSEC1815 (05-06)     Sharpe Resources Corporation     (Continued under the New Brunswick Business Corporation Act)     (An Exploration Stage Company)     (Expressed in United States Dollars)     Consolidated Financial Statements     Years ended December 31, 2006, 2005 and 2004Sharpe Resources CorporationCONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2006INDEX                                                  PageAuditor's Report of Independent Registered Public Accounting Firm  1Consolidated Balance Sheets                                  2Consolidated Statements of Operations and Deficit                 3Consolidated Statements of Cash Flows                        4Notes to the Financial Statements                           5-17February 16, 2007REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Shareholders of Sharpe Resources CorporationWe have audited the consolidated balance sheets of Sharpe ResourcesCorporation (An Exploration Stage Company) as at December 31, 2006and 2005 and the consolidated statements of operations and deficitand cash flows for each of the years in the three-year period endedDecember 31, 2006. These financial statements are the responsibilityof the Company's management. Our responsibility is to express anopinion on these financial statements based on our audits.We conducted our audits in accordance with Canadian generallyaccepted auditing standards and with the standards of the PublicCompany Accounting Oversight Board (United States). Those standardsrequire that we plan and perform an audit to obtain reasonableassurance whether the financial statements are free of materialmisstatement. An audit includes examining on a test basis, evidencesupporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating theoverall financial statement presentation.In our opinion, the consolidated financial statements referred toabove present fairly, in all material respects, the financialposition of the Company as at December 31, 2006 and 2005 and theresults of its operations and its cash flows for each of the yearsin the three-year period ended  December 31, 2006 in accordance withCanadian generally accepted accounting principles.  Toronto, Canada                  McCarney Greenwood LLP                              Chartered Accountants                              Licensed Public AccountantsComments by Auditors on United States of America-Canada ReportingDifferenceIn the United States, reporting standards for auditors require theaddition of an explanatory paragraph (following the opinionparagraph) when the financial statements are affected by conditionsand events that cast doubt on the Company's ability to continue as agoing concern, such as those described in Note 1 to the consolidatedfinancial statements. Our report to the shareholders dated February16, 2007 is expressed in accordance with Canadian reportingstandards which do not require a reference to such conditions andevents in the auditor's report when these are adequately disclosedin the financial statements.  Toronto, Canada                  McCarney Greenwood LLP                              Chartered Accountants                              Licensed Public Accountants                         1SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Consolidated Balance Sheets(Expressed in United States Dollars)                                               December 31,                                   2006      2005AssetsCurrent assets  Cash and cash equivalent (Note 9)               $204,866$339,570  Due from related party (Note 6)            250,000          -                                        454,866        339,570Option to acquire mineral property (Note 1)              -78,125                                       $454,866       $417,695LiabilitiesCurrent LiabilitiesAccounts payable and accrued liabilities          $110,209$82,896Due to related parties (Note 6)              134,213        134,582Loan claims (Note 3)                         563,818        587,369                                   808,240        804,847Capital Stock and DeficitShare capital (Note 4(b))                    11,174,10810,999,986Warrants (Note 4(c))                         204,408               -Contributed surplus (Note4(d))               33,144              33,144Deficit                            (11,765,034)        (11,420,282)                                   (353,374)      (387,152)                                   $454,866       $417,695The notes to the consolidated financial statements are an integralpart of these statements.Approved by the Board                           Director                           Director                         2SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Consolidated Statements of Operations and Deficit(Expressed in United States Dollars)                         Cumulative from start                         of the exploration stage            Yearsended December 31,                         (January 1, 2002)        20062005        2004RevenuePetroleum and natural gas revenue          $328,548    $6,928                                                                                                                                            $                                                                      -                                                                                                                                            106,462Royalty income                   19,618 6,442          13,176                                                                                                                                            -Interest income                       11,280 5,028          4,468     1,784Other income                          3,239  2,487           -                                                             752                              362,685   20,885         17,644                                                          108,998Operating and administrative expensesOperating                        714,365     32,544         5,648        202,395General and administrative                 418,443     74,178 95,487   7    2,891Depletion, depreciation and amortization          35,353         -                                                                                                                                     -                                                                                                                                        -Stock-option compensation (Note 4(d))        33,144          -                                                            15,484                                                                                                                                       -Interest on advance                   7,445          3,365    2,040     2,040Interest on loan claims               63,608 23,425         26,067                 26,581Management fees (Note 6)              154,000     154,000  -          -                                 1,426,358     287,512  144,726303,907Loss before the following:                 (1,063,673)   (266,627) (127,082)  (194,909)Write-off of an option to acquire mineral      property (Note 1)                    (78,125)    (78,125)       -          -Gain on disposal of petroleum and     natural gas properties                60,6047        -416,320           -Gain on disposal of capital asset          10,000    -             -                   -Gain on settlement of debt                 149,681        -   -                   -Net (loss) income before income taxes      (376,070)   (344,752)289,238    (194,909)Income taxes (Note 5)                                 -                                                                                                                                            -                                                                                                                                            -Net (loss) income                     (376,070)     (344,752)289,238    (194,909)DEFICIT, beginning of year                 (11,388,964) (11,420,282)(11,709,520) (11,514,611)DEFICIT, end of year               $(11,765,034)  $(11,765,034)$(11,420,282) $(11,709,520)(Loss) income per common share (Note 4(f))     Basic                              $(0.01)            $0.01                                              $(0.01)     Diluted                       $(0.01)            $0.01 $(0.01)The notes to the consolidated financial statements are an integralpart of these statements.3SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Consolidated Statements of Cash Flows(Expressed in United States Dollars)                         Cumulative from start                         of the exploration stage      Years endedDecember 31,                         (January 1, 2002)     2006          2005                                                                                                                                 2004Increase (decrease) in cashCash flows from operating activities     Net (loss) income                     $(376,070)   $(344,752)                                         $289,238  $(194,909)Operating items not involving cash:     Depreciation, depletion and amortization              35,353     -              -           -     Stock-option compensation (Note 4(d))            33,144  -  15,484                -     Gain on disposal of petroleum       and natural gas properties            (606,047)       -(416,320)       -     Gain on disposal of capital asset              (10,000)  -        -         -     Gain on settlement of debt              (149,681)       -        -            -     Changes in non-cash working capital (Note 8) 273,625     27,313       (2,579)        123,808Cash flows (used in) operating activities            (799,676)(317,439)     (114,177)    (71,101)Cash flows from financing activitiesRepayment of long term debt             (117,654)            -   -      -Repayment of loan claims           (100,715) (23,551)  (77,164)   -Advances to/from related parties        (148,307) (250,369) 79,614     43,427Common shares and warrants issued       378,530   378,530   -                                                                                                                                            -     Cash flows provided by financing activities  11,854          104,610                                                                                                                                 2,450                                                                 43,427Cash flows from investing activitiesAdditions to petroleum and natural gas properties (31,404)   -    -       -Proceeds on disposal of petroleum    and oil and gas properties               606,467    -    416,740       -Proceeds on disposal of capital assets  10,000               -   -        -Write-off of an option to acquire    mineral property (Note 1)                   78,125  78,125  -             -     Cash flows provided (used in) by investing activities   663,18878,125      416,740        -     (Decrease) Increase in cash and cash equivalentsduring the year                         (124,634)      (134,704)305,013     (27,674)Cash and cash equivalents, beginning of year 329,500   339,57034,557       62,231Cash and cash equivalents, end of year (Note 9)   $204,866$204,866   $339,570 $34,557The notes to the consolidated financial statements are an integralpart of these statements.                                        4SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20041.  Nature of operations and going concernSharpe Resources Corporation (the "Company") is a publicly heldcompany, engaged in the development of minerals resources in theUnited States of America. Currently the Company has mineral and oil& gas royalty interests in Texas through its wholly-ownedsubsidiary, Sharpe Energy Company ("Sharpe Energy"), in a singlecost centre in the United States of America. The Company's sharesare listed in the United States on the OTC:BB symbol SHGPF and inCanada under the symbol SHO.H on the NEX exchange.In August 1999, Sharpe Energy sought voluntarily reorganizationunder Chapter 11 of the United States Bankruptcy Code and on March27, 2000, Sharpe Energy's second plan of reorganization ("theChapter 11 Plan") was confirmed under which the Company recorded again on settlement of debt of $1,313,900 in 2000.  At December 31,2006, 2005 and 2004 the Company still has outstanding debt under theChapter 11 Plan, the details of which are described in Note 4.   The Company decided to withdraw from the Lyon County, Nevada projectand accordingly the option price paid of US $78,125 was written-offduring the year. The Company purchased this option from RoyalStandard Minerals Inc. ("RSM") to acquire a 60% interest in RSM'sgold project located in Lyon County, Nevada (the "Project"), onSeptember 15, 2004, in consideration for which the Company issued2,000,000 common shares to RSM at a deemed value of CDN $100,000 (US$78,125).RSM and the Company are related parties under common management andhave common directors. The Company is considered in the exploration stage as of January 1,2002 for the following reasons:     (i)   The Company started disposing of its interests inpetroleum and natural gas properties at the beginning of 2002.  Theentire process of disposal of these properties was completed duringthe fiscal year ended on December 31, 2005;     (ii)  The Company has not earned significant revenue frompetroleum and natural gas interests since that date; and     (iii) The Company changed the focus of it business and startedlooking for mineral properties and at present is exploring variousoptions to invest in this industry. These financial statements have been prepared on the basis that theCompany is a going concern, which contemplates the realization ofits assets and the settlement of its liabilities in the normalcourse of operations.  The ability of the Company to continueoperations is dependent upon obtaining the necessary financing tocomplete the development of its properties and/or the realization ofproceeds from the sale of one or more of its properties.  Theseconsolidated financial statements do not include any adjustmentsrelated to the carrying values and classifications of assets andliabilities that would be necessary should the Company be unable tocontinue as a going concern.2.  Summary of significant accounting policiesThe preparation of these financial statements in conformity withCanadian generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosures ofcontingent assets and liabilities and at the date of the financialstatements and reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates.The significant accounting policies are as follows:A summary of the differences between accounting principles generallyaccepted in Canada ("Canadian GAAP") and those generally accepted inthe United States ("US GAAP") which affect the Company is containedin Note 10.                                        5SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20042.   Summary of significant accounting policies (Continued)(a) ConsolidationThese consolidated financial statements include the accounts of theCompany and its wholly-owned subsidiary Sharpe Energy Company. Allsignificant intercompany balances and transactions have beeneliminated upon consolidation.(b) Joint operationsThe Company conducts substantially all of its petroleum and naturalgas exploration and production activities jointly with others. Theconsolidated financial statements reflect only the Company'sinterest in such activities.(c) Cash and cash equivalentsCash and cash equivalents include cash and term deposits at Canadianand United States financial institutions with a maturity of threemonths or less.(d) Revenue recognitionRevenue from the sale of petroleum and natural gas is recognizedupon the passage of title, net of royalties and net profitsinterests. Gains or losses from the sale of assets is recognizedwhen sold.(e) Petroleum and natural gas propertiesCapitalized costs     The Company follows the full-cost method of accounting for itspetroleum and natural gas operations. Under this method all costsrelated to the exploration of and development of petroleum andnatural gas resources are capitalized. Costs include leaseacquisitions, geological and geophysical expenses, delay rentals andcosts of drilling both productive and non-productive wells. Proceedsfrom the disposal of properties are applied against capitalizedcosts, without any gain or loss being realized, unless such salewould significantly alter the rate of depletion and depreciation.Depletion and depreciation     Depletion of exploration and development costs and depreciationof production equipment is provided using the unit-of-productionmethod based upon estimated proved petroleum and natural gasreserves. The costs of significant undeveloped properties areexcluded from costs subject to depletion. For depletion anddepreciation purposes, relative volumes of petroleum and natural gasproduction and reserves are converted at the energy equivalentconversion rate of six thousand cubic feet of natural gas to onebarrel of crude petroleum.Ceiling Test     The Company uses the full cost method of accounting for oil andgas activities. The method requires a detailed impairmentcalculation when events or circumstances indicate a potentialimpairment of the carrying amount of oil and gas assets may haveoccurred, but at least annually. An impairment loss is recognizedwhen the carrying amount of a cost centre is not recoverable andexceeds its fair value. The carrying amount is assessed to berecoverable when the sum of the undiscounted cash flows expectedfrom proved reserves plus the cost of the unproved interest, net ofimpairments, exceeds the carrying amount of the cost centre. Whenthe carrying amount is assessed not to be recoverable, an impairmentloss is recognized to the extent that the carrying amount of thecost centre exceeds the sum of the discounted cash flows from provedand probable reserves plus the cost of unproved interest, net ofimpairments, of the cost centre.  The cash flows are estimated usingexpected future product prices andcost and are discounted using a risk-free interest rate.                                        6SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20042.   Summary of significant accounting policies (Continued)Future site restoration and abandonment costs     The Company records the fair value of an asset retirementobligation as a liability in the period in which it   incurs a legalobligation associated with the retirement of tangible long-livedassets that result from the acquisition, construction, development,and/or normal use of the assets. The associated asset retirementcosts are capitalized as part of the carrying amount of thelong-lived asset and depleted and depreciated using a unit ofproduction method over estimated gross proved reserves. Subsequentto the initial measurement of the asset retirement obligations, theobligations are adjusted at the end of each period to reflect thepassage of time and changes in the estimated future cash flowsunderlying the obligation.(f) Mineral propertyThe Company is in the exploration stage and does not derive anyincome from its mineral property. It is the Company's policy todefer expenditures related to the exploration and development of itsmineral property (including direct administrative expenditures, ifany) until such time as they are brought into commercial production.The cost of acquiring the mineral property and all related deferredexploration and development expenditures will be amortized on a unitof production basis.The recorded book value of mineral property is not intended toreflect their present or future value. Should a mining propertybecome impaired as evidenced by unfavourable exploration results, ora decision to discontinue further work, the acquisition cost andrelated deferred exploration and development expenditures will beexpensed.(g) Stock-based compensationThe Company has adopted the recognition of stock compensationexpense for grants of options to officers, directors and employeesin the financial statements based on the estimated fair value at thegrant date for options granted after September 1, 2003. The Company,as permitted by CICA Handbook Section 3870, has adopted this sectionprospectively.(h) Income taxesThe Company follows the asset and liability method of accounting forincome taxes. Under this method, income taxes are recognized for thefuture income tax consequences attributed to the difference betweenthe financial statement carrying values and their respective incometax bases. Future income tax assets and liabilities are measuredusing substantially enacted income tax rates expected to apply whenthe asset is realized or the liability is settled. The effect onfuture income tax assets and liabilities of a change in tax rates isincluded in income in the period that includes the enactment date.Future income tax assets are evaluated and if realization is notconsidered "more likely than not", a valuation allowance is provided.(i) Foreign currency translationThe Company uses the United States Dollar as its reporting currency,as the majority of its transactions are denominated in this currencyand the operations of its subsidiary are considered to be of anintegrated nature. Monetary assets and liabilities of the parent Company denominated inCanadian funds are translated into United States funds at year endrates of exchange. Other assets, liabilities and share capital ofthe parent Company are translated at historical rates. Revenues andexpenses of the parent Company are translated at the averageexchange rate for the period. Gains and losses on foreign exchangeare recorded in operations in the current period.                                        7SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20043.   Loan claims                                   2006                   2005           2004     Unsecured vendor loan claims   $563,818$587,369        $664,533Pursuant to the Chapter 11 Plan, agreed unsecured vendor loan claimswere paid partially by 10% cash settlement. The remaining 90% of theclaims were settled by the issue of preferred stock certificates ofSharpe Energy, bearing a quarterly dividend of 4% per annum. Thecertificates were fully redeemable in 2006. At the discretion of theCompany, the certificates can be redeemed, all or in part, at adiscount based upon the time of redemption.The amount outstanding has been classified as a current liabilitygiven the redemption feature and the dividend payments are reflectedas interest expense.4.   Share Capital(a) AuthorizedUnlimited common shares without par value(b) Issued and outstanding                                   Shares              AmountBalance, December 31, 2002, 2003 and 2004    33,184,803                                                                 $10,921,861Shares issued for mineral property (Note 1)         2,000,000                                                                                                                                            78,125Balance, December 31, 2005              35,184,803          $10,999,986Private placement                         8,796,200378,530Warrant valuation                             -             (204,408)Balance, December 31, 2006                   43,981,003$11,174,108On January 24, 2006, the Company completed a private placement of8,796,200 units at CDN $0.05 per unit for gross proceeds of US$378,530 (CDN $439,810). Each unit consists of one common share ofthe Company and one common share purchase warrant. Each warrant isexercisable for one year from closing at a price of CDN $0.10 pershare. The warrants were valued using the Black-Scholes optionpricing model where the value was determined to be US $204,408 (CDN$237,497). The following assumptions were used: dividend yield 0%,risk-free interest rate 3.83%, expected volatility 190% and anexpected life of 1 year.(c) WarrantsThe following table sets out the warrant activity for each of theyears ended December 31, 2006, 2005 and 2004 are as follows:                              Number of warrants         Value ofwarrantsBalance, December 31, 2003, 2004 and 2005      -    $ -Issued ( Note 4(b) )                    8,796,200    204,408Balance, December 31, 2006              8,796,200   $204,408                                        8SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20044.   Share Capital (Continued)(d) Stock optionsThe Company grants stock options to its directors and officers forthe purchase of common shares. These options are valid for a maximumof 5 years from the date of issue. Vesting terms and conditions aredetermined by the Board of Directors at the time of the grant. Theexercise price of each option equals the market price prevailing atthe date of the grant. The changes in stock options for each of theyears ended December 31, 2006, 2005 and 2004 are as follows:                                   Number of           Weighted Average                              Stock Options       Exercise Price (CDN$)Balance, December 31, 2003 and 2004     3,250,000           $0.10Options granted                       480,000                 0.10Expired/cancelled                    (219,000)                0.15Balance, December 31, 2005 and 2006     3,511,000           $0.10A summary of the stock options outstanding is as follows:Exercise price                               Number of stock optionsper share           Black-Scholes        outstanding at December 31,(CDN$)    Expiry date    Value               2006      2005      2004$0.10          May 16, 2010   $15,484        480,000   480,000     -0.10      May 8, 2008    17,660              1,431,000 1,431,000                                             1,431,0000.10      May 13, 2007        -         1,000,000 1,000,000 1,000,0000.10      May 8, 2007         -         600,000   600,000   600,0000.15      May 4, 2005         -      -          -      219,000                    $33,144        3,511,000       3,511,0003,250,000During the year, the Company did not issue any stock options todirectors of the Company.(e) Contributed surplus adjustment and stock-option compensationThe fair value of the stock options were estimated using theBlack-Scholes option pricing model based on the following assumptions:                              2006      2005      2004     Risk-free interest rate       N/A       3.58%          N/A     Expected life of options           N/A       5 years   N/A     Annualized volatility              N/A       242%      N/A     Dividend rate                 N/A       0 %       N/A     Estimated value               N/A       $15,484   N/A  During 2005, stock-option expense of $15,484 was credited tocontributed surplus. There is no change in contributed surplusduring the current year.                                        9SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20044.   Share Capital (Continued)(f) Basic and diluted (loss) income per shareThe following table sets forth the computation of basic and diluted(loss) income per share:                              2006      2005      2004Numerator:     (Loss) income for the year         $(344,752)     $289,238                                        $(194,909)     Numerator for basic and diluted (loss) income            per share              $(344,752)     $289,238  $(194,909)Denominator:     Weighted average number of          common shares       43,981,003     35,184,803     33,782,063     Effect of dilutive securities:          Stock options (i)               -  3,511,000        -          Warrants (i)                    -         -         -     Denominator for basic and diluted          (loss) income per share  43,981,003     38,695,80333,782,063     Basic (loss) income per share           $(0.01)   $0.01                                         $(0.01)     Diluted (loss) income per share         $(0.01)   $0.01 $(0.01)(i) The stock options and warrants were not included in thecomputation of diluted (loss) income per share their inclusion wouldbe anti-dilutive.5.   Income taxesFuture income taxes reflect the net tax effects of temporarydifferences between the carrying amounts of assets and liabilitiesfor financial reporting purposes and the amounts for tax purposes.There are no future tax liabilities.The following table reflects future income tax assets at December31, 2006, 2005 and 2004.                                   2006      2005      2004Unclaimed non-capital losses            $893,847  $819,386  $947,572Income tax value of capital assets over carrying value    21,89621,894         19,620Unclaimed share issue costs                  10,475         10,475                                                                 10,475Excess petroleum tax basis over accounting value  102,895   71,867     68,724                                   1,029,113 923,622   1,046,391Valuation allowance                     (1,029,113)    (923,622) (1,046,391)                                    $ -      $ -       $ -                                        10SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20045.   Income taxes (Continued)The Company's actual income tax expense for each of the years endedis made up as follows:                                   2006      2005      2004(Loss) income before income taxes reflected in     consolidated statements of operations   $(344,752)     $289,238                                                                      $(194,909)Expected income tax (recovery) expense       (124,524) 104,473(70,401)Deductible share issue costs                  -        (10,000)(10,000)Statutory rate difference - Canada/US (i)         2,252(3,158)   (2,304)Non-deductible write-off of an option to acquire a     mineral property                   28,219               -                                                             -Other                                   (3,977)         -        -Utilization of tax pools against taxable income         -   (97,631)     -Taxable benefit not recognized               98,030               -                                                                                                                                   82,705Income tax (recovery) expense           $ -             $ -      $ -     (i) The statutory rate difference between Canada and U.S. is1.12%. This was computed using the combined tax rate of 36.12%(Federal tax rate of 22.12% and Ontario tax rate of 14%). The U.S.combined tax rate is 35% (U.S. top Federal tax rate of 35% and TexasState tax rate of 0%).Non-capital losses and resource poolsThe Company has resource pools of approximately US $199,500 (CDN$232,000) consisting of Canadian Exploration Expenditures of US$133,900 (CDN $155,700) and Canadian Development Expenditures of US$65,600 (CDN $76,300) which can be used to reduce taxable income infuture years. The Company also has non-capital losses carriedforward of approximately US $2,489,800 (CDN $2,901,500) which canalso be used to reduce taxable income in future years. No benefitfrom these amounts has been recorded in these financial statements.The non-capital losses will expire as follows;     2007                          $652,800     2008                          888,300     2009                          178,600     2010                          149,900     2014                          233,000     2015                          115,800     2026                          271,400                                   $2,489,8006.   Related party transactions not disclosed elsewhereTransactions with related parties not disclosed elsewhere in thesefinancial statements comprise:                                   2006      2005      2004     (I) Due from related party         Standard Energy Company (i)         $250,000           $ -     $ -                                   $250,000           $ -        $ -                                        11SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20046.   Related party transactions not disclosed elsewhere (Continued)                                        2006           2005      2004     (II) Due to related parties          Roland M. Larsen (ii)              $25,400   $25,500                                             $25,500               Royal Standard Minerals Inc. (iii)           108,813                                                        109,082  29,468                                   $134,213  $134,582  $54,968     (i)  Standard Energy Company is related by virtue of itsownership by an officer and director of the Company.  The loanreceivable is unsecured, non-interest bearing and no date is set forits repayment.     (ii) This loan is payable to an officer and director of theCompany. It is unsecured, non-interest bearing and no date set forrepayment.     (iii)RSM is a related company by virtue of common managementand have common directors.  The loan payable is unsecured,non-interest bearing and no date set for its repayment.Management fees of $154,000 was paid to an officer and director ofthe Company.These transactions are in normal course of operations and aremeasured at the exchange amount (the amount of considerationestablished and agreed to by the related parties which approximatesthe arm's length equivalent value). 7.   Financial instrumentsFair ValueAt December 31, 2006 the Company's financial instruments consistedof cash and cash equivalents, due from related parties, accountspayable and accrued liabilities, and due to related parties. TheCompany estimates that these short term financial instrumentsapproximate their carrying values due to their short termmaturities.  The characteristics of the loan claims are detailed inNote 3.8.   Supplemental cash flow information                                   Cumulative from start                                        of the exploration stage     Years ended December 31,                         (January 1, 2002)           2006   2005 2004Changes in non-cash working capital:Trade and sundry receivables            $209,937       $ -  $ -                                           $(1,288)Notes receivable                         -           -    -                                        89,228Inventory                         1,211         -    -      910Accounts payable and accrued liabilities      62,477         27,313 (2,579)         34,958Operating activities                    $273,625      $27,313$(2,579)         $123,808Interest paid (Note 3)                  $93,749       $1,332                                        $13,291           $24,474     Income taxes paid                       $ -        $ -   $ -                                         $ -                                        12SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 20049.   Cash and cash equivalents                                         2006          2005      2004     Balance with bank                     $193,235$339,570          $34,557     Term deposit                          11,631              -               -                                      $204,866              $339,570         $34,55710.  Differences between Canadian GAAP and U.S. GAAPThe Company's consolidated financial statements have been preparedin accordance with Canadian GAAP. These principles, as they pertainto the Company's consolidated financial statements, differ from USGAAP as follows:Under the Canadian GAAP, the Company does not impute interest onloans to/from related parties, while under the US GAAP, imputedinterest is required to be recorded for the purpose of preparingfinancial statements. Had the Company's consolidated financialstatements as at December 31, 2006 been prepared using US GAAP, suchconsolidated balance sheet would be presented as follows:                                         2006                 2005     Assets     Current          Cash and cash equivalents                    $204,866 $339,570          Due from related party                  256,386          -                                        461,252        339,570     Option to acquire mineral property                  -       78,125                                        $461,252       $417,695     Liabilities     Current          Accounts payables and accruals               $110,209 $82,896          Due to related parties                  157,250146,964          Loan claims                        563,818        587,369                                        831,277        817,229     Capital stock and deficit          Share capital                      11,174,10810,999,986          Warrants                           204,408          -          Contributed surplus                     33,144         33,144          Deficit                            (11,781,685)(11,432,664)                                        (370,025)      (399,534)                                        $461,252       $417,695                                        13SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 200410.  Differences between Canadian GAAP and U.S. GAAP (Continued)The cumulative-from-inception the statements of operations, changesin shareholders' equity and cash flows under US GAAP are as follows:                         Cumulative from start                         of the exploration stage  Years endedDecember 31                                 (January 1, 2002)      2006 2005      2004RevenuePetroleum and natural gas revenue       $328,548       $6,928                                                        $ -                                                       $106,462Royalty income                    19,618           6,442      13,176                                                          -Interest income                    21,354              13,120                                                       5,588  2,646Other income                       3,239               2,487                                                          -         752                              372,759         28,977    18,764109,860        Operating and administrative expensesOperating                     714,365         32,544   5,648                                             202,395General and administrative              418,443         74,17895,487         72,891Depletion, depreciation and amortization     35,353                                                                   -                                                                                                                                     -                                                                    -Stock-option compensation               33,144                    -                                                             15,484                                                                                                                                 -Interest on advance                34,170              15,726 10,159                                                                 8,285Interest on loan claims            63,608              23,425                                                       26,067                                                        26,581Management fees                    154,000         154,000       -                                                           -                              1,453,083      299,873 152,845    310,152Loss before the following               (1,080,324)(270,896)  (134,081) (200,292)Write-off of an option to     acquire mineral property      (78,125)        (78,125)       -          -Gain on disposal of capital asset       10,000                    -                                                                                                                                    -                                                                  -Gain on disposal of petroleum     and natural gas properties         606,047             -                                                       416,320                                                        -Gain on settlement of debt              149,681             -   -           -       Net (loss) income before income taxes   (392,721)        (349,021)     282,239   (200,292)Income taxes                              -       -           -                                          -     Net (loss) income                  (392,721)       (349,021)282,239   (200,292)DEFICIT, beginning of year                  (11,388,964)(11,432,664)   (11,714,903) (11,514,611)DEFICIT, end of year                $(11,781,685)  $(11,781,685)$(11,432,664) $(11,714,903)(Loss) Income per common share     Basic                                   (0.01)           0.01                                                       (0.01)     Diluted                            (0.01)           0.01                                             (0.01)                                        14SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 200410.  Differences between Canadian GAAP and U.S. GAAP (Continued)The changes in share capital since the Company's inception asrequired by US GAAP are as follows:                                   Common Stock Price       AmountUnder                                                SharesPer Share    US GAAP                                                                    Outstanding at December 31, 2002, 2003 and 2004   33,184,803    $          $10,921,861Shares issued for option in mineral property      2,000,0000.04                   78,125 Outstanding at December 31, 2005             35,184,803                                              -    10,999,986Private placement                       8,796,200         0.04                                          378,530Warrants valuation                             -            -                                              (204,408)Outstanding at December 31, 2006             43,981,003            $                                             -      $11,174,108Statement of Cash Flows:                         Cumulative from start of                         the exploration stage              Yearsended December 31,                         (January 1, 2002)        2006      2005  2004Increase (decrease) in cashCash flows from operating activities     Net (loss) income             $(392,721)     $(349,021)$282,239  $(200,292)Operating items not involving cash:     Depreciation, depletion and amortization   35,353        -      -     -     Stock-option compensation                  33,144        - 15,484          -     Gain on disposal of petroleum         and natural gas properties          (606,047)        - (416,320)       -     Gain on disposal of capital asset    (10,000)            -      -     -          Gain on settlement of debt         (149,681)        -      -     -     Changes in non-cash operating          working capital               296,073      27,313                                        (2,579)         167,235 Cash flows (used in) operating activities    (793,879)   (321,708)   (121,176)   (33,057)Cash flows from financing activitiesRepayment of long term debt             (117,654)       -                                                                                                                                            -                                                                                                                                            -Repayment of loan claims           (100,715)   (23,551)(77,164)   -Advances to/from related parties        (154,104)   (246,100)      86,613   5,383Common shares and warrants issued       378,530     378,530        -   -     Cash flows provided by financing activities  6,057          108,879 9,449         5,383                                        15SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 200410.  Differences between Canadian GAAP and U.S. GAAP (Continued)Statement of Cash Flows (Continued):                         Cumulative from start of                         the exploration stageYears ended December 31,                         (January 1, 2002)              2006    2005  2004Cash flows from financing activitiesRepayment of long term debt                (117,654)              -                  -                      -Repayment of loan claims              (100,715)          (23,551)      (77,164)   -Advances to/from related parties           (154,104)(246,100)        86,613  5,383Common shares and warrants issued          378,530378,530             -      -     Cash flows provided by financing activities     6,057108,879          9,449   5,383Cash flows from investing activitiesAdditions to petroleum and natural     gas properties                   (31,404)                 -   -         -Proceeds on disposal of petroleum     and oil and gas properties            606,467-    416,740          -Proceeds on disposal of capital assets       10,000-           -         -Write-off of an option to acquire     mineral property                  78,125      78,125          -                                                                                                                                         -     Cash flows provided (used in) by     investing activities               663,188    78,125   416,740                                                -     (Decrease) Increase in cash and cash equivalents     during the year                  (124,634)     (134,704) 305,013       (27,674)Cash and cash equivalents, beginning of year   329,500339,570          34,557            62,231Cash and cash equivalents, end of year     $204,866$204,866    $339,570        $34,557Under US GAAP the income tax calculation would be at enacted and notsubstantially enacted rates. There is no reportable difference fromCanadian GAAP as no future income tax assets have been recognized.                              16SHARPE RESOURCES CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial Statements(Expressed in United States Dollars)Years ended December 31, 2006, 2005 and 200410.  Differences between Canadian GAAP and U.S. GAAP (continued)Recent accounting pronouncements --In December 2004, the FASB issued Statement No. 153, "Exchanges ofnonmonetary Assets an Amendment of APB Opinion No. 29, Accountingfor nonmonetary Transactions" (FASB 153). FASB 153 eliminates theexception from fair value measurement for nonmonetary exchanges ofsimilar productive assets in paragraph 21(b) of APB Opinion No. 29,"Accounting for nonmonetary Transactions," and replaces it with anexception for exchanges that do not have commercial substance. FASB153 specifies that a nonmonetary exchange has commercial substanceif the future cash flows of the entity are expected to changesignificantly as a result of the exchange. FASB 153 is effective forfiscal periods beginning after June 15, 2005. The adoption of thisstandard is not expected to have a material impact on the Company'sfinancial statements.In March 2005, the FASB issued FASB Interpretation No. 47,"Accounting for Conditional Asset Retirement Obligations" (FIN47),which clarifies FASB Statement No. 143 ("Accounting for AssetRetirement Obligations") to define a conditional asset retirementobligation as a legal obligation to perform an asset retirementactivity in which the timing and (or) method of settlement are FIN47was required to be adopted for calendar 2005 enterprises. Theadoption of this standard had no effect on the Company's financialstatements.In April 2005, the FASB Staff issued FASB Staff Position No. FAS19-1, "Accounting for Suspended Well Costs" (FSP FAS 19-1), whichclarifies whether there are circumstances that would permit thecontinued capitalization of exploratory oil and gas well costsbeyond one year, other than when additional exploration wells arenecessary to justify major capital expenditures and those wells areunder way or firmly planned for the near future. FSP FAS 19-1 iseffective for the first reporting period beginning after April 4,2005 and is not expected to have a significant impact on theCompany's financial statements.11.  Segment informationThe Company has one reportable business segment. Substantially allof the Company's assets are located in the United States except forsmall balances held in Canadian banks. The Company's operations inCanada consist of general and administrative expenses necessary tomaintain the Company's public company status.12.  Comparative figuresCertain of the comparative amounts have been reclassified to conformto the presentation adopted in the current year.                                        17
**Management’s Discussion andAnalysis of Financial Condition and Results of Operations 
The following discussion (the“MD&A”) of the financial condition and results of operations ofSharpe Resources Corporation Inc. (the “Corporation”) constitutesmanagement’s review of the factors that affected the Corporation’sfinancial and operating performance for the year ending December 31, 2006. The MD&Awas prepared as of April 25, 2007 and should be read in conjunction with the auditedannual financial statements for the year ended December 31, 2006 of the Corporation,including the notes thereto. Unless otherwise stated, all amounts discussed herein aredenominated in United States dollars. **Overview 
The Corporation is continued under the New Brunswick BusinessCorporation Act and its common shares are listed in the United Sates on the OTC:BB symbolSHGPF and in Canada under the symbol SHO.H on the NEX exchange. 

The Corporation is considered in the exploration stage as of January 1,2002 as it started disposing of its interest in petroleum and natural gas properties thatyear. The Corporation completed the disposal of these properties during the fiscal yearended on December 31, 2005. The Corporation has since changed its focus away from the oiland gas business into precious metals exploration and development in the western U.S. 
**Results of Operations 
The net loss for the year ending December 31, 2006 was $344,752 ascompared to net income of $289,238 for 2005. The difference of $633,990 is the result ofthe gain on the sale of the West Thrifty Unit in 2005 of $416,320 and a one timemanagement fee of $154,000 paid to a current director and officer for the Corporation in2006. This transaction was in the normal course of operations and was measured at theexchange value which represented the amount of consideration established and agreed to bythe related parties. Revenue increased from $17,644 in 2005 to $20,885 in 2006 of which$13,370 was from remaining small override interests in petroleum and natural gasproperties. 

Operating and Administrative expenses for the year ending December 31,2006 were $106,722 compared to $101,135 for the year 2005. The Corporation decided to pullout from the Lyon County, Nevada project and accordingly the option price paid of US$78,125 was written-off during the year. The Corporation purchased this option from RoyalStandard Minerals Inc. (“RSM”) to acquire a 60% interest inRSM’s gold project located in Lyon County Nevada on September 15, 2004 inconsideration for which the Corporation issued 2,000,000 common shares to RSM at a deemedvalue of CDN $100,000 (US $78,125). 
**Liquidity and Capital Resources 
The Corporation’s cash balance at December 31, 2006 was$204,866 compared to $339,570 at December 31, 2005. Total assets at December 31, 2006 were$454,866 compared to $417,695 at December 31, 2005. On January 24, 2006 the Corporationcompleted a private placement of 8,796,200 units of the Corporation at CDN $0.05 per unitfor gross proceeds of CDN $439,810 (US $378,530). Each unit consists of one common shareof the Corporation and one common share purchase warrant. Each warrant is exercisable forone year from closing at CDN $0.10 per share. The subscribers under the private placementare directors of the Corporation. The warrants were valued using the Black-Scholes optionpricing model where the value was determined to be CDN $237,497 (US $204,408). Thefollowing assumptions were used: dividend yield 0%, risk-free interest rate 3.83%,expected volatility 190% and an expected life of 1 year. The units are subject to a holdperiod which expires May 25, 2006. 

There was little change in current liabilities at December 31, 2006which were $808,240 compared to $804,847 at December 31, 2005. 

On a forward going basis equity and debt financings will remain thesingle major source of cash flow for the Corporation. As revenue from operations improvethe capital requirement of the Corporation will also improve. However, debt and equityfinancings will continue to be a source of capital to expand the Corporation’sactivities in the future. 

The Corporation is authorized to issue an unlimited number of CommonShares of which 43,981,003 are outstanding at December 31, 2006. At December 31, 2006 theCorporation had outstanding options to purchase 3,511,000 common shares with exerciseprices of C$0.10 per share and expiration dates ranging from May 2007 to May 2010. AtDecember 31, 2006 there were 8,796,200 warrants outstanding with an exercise price ofC$0.10 and expiration date of January 24, 2007. 
**Selected Annual Information 
The following selected financial information is derived from thefinancial statements of the Corporation and should be read in conjunction with suchstatements, including the notes thereto: 
**2006**2005 2004 Selected Operating Data Revenue $20,885 $17,644 $108,998 Production Costs ($32,544) ($5,648) ($202,395) Expenses ($100,968) ($139,078) ($101,512) Management Fee ($154,000) $0 $0 Gain on disposal of asset $0 $416,320 $0 Write-off of an option to acquire mineral property ($78,125) $0 $0 Net (loss) income for the period ($344,752) $289,238 ($194,909) (Loss) earnings per share - basic ($0.01) $0.01 ($0.01) (Loss) earnings per share - diluted ($0.01) $0.01 ($0.01) 
**2006 2005 2004 Selected Balance Sheet Data**Total Assets $454,866 LongTerm Debt $0 Capital Stock ($11,174,108) Warrants ($204,408) 

$417,695 $159,609 $0 ($664,533) ($10,999,986) ($10,999,986) $0 $0 

Deficit ($11,765,034) ($11,420,282) ($11,709,520) **Selected Quarterly Information 
The following is a summary of selected financial information of theCorporation for the quarterly periods indicated: 
3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. Ending Ending June Ending 3 Mos. Ending Ending June Ending Ending Dec. Sept. 30, 30, 2006 March Ending Dec. Sept. 30, 30, 2005 March 31, 2006 2006 31,2006 31, 2005 2005 31,2005 Revenue $2,198 $5,955 $6,821 $5,911 $17,644 $0 $0 $0 Expenses ($49,935) ($16,186) ($49,340) ($172,051) 13,954 ($44,025) ($86,653) ($28,002) Realized Gain on Sale of Asset $0 $0 $0 $0 ($18,388) $0 $434,708 $0 Write-off the Option ($78,125) $0 $0 $0 $0 $0 $0 $0 Net Income (Loss) ($125,862) ($10,231) ($42,519) ($166,140) 13,210 ($44,025) $348,055 ($28,002) Net Income (Loss) per Common share basic and diluted ($0.01) $0.00 $0.00 $0.00 $0.00 $0.00 $0.01 $0.00 **Transactions    with Related Parties**
Following is a summary of the related party transactions of theCorporation for the last three years ending 
December 31: **2006**20052004 Due From Related Party Standard Energy Company (i) $250,000 $0 $0 $250,000 $0 $0 Due To Related Parties Roland M. Larsen (ii) $25,400 $25,500 $25,500 Royal Standard Minerals Inc. (iii) $108,813 $109,082 $29,468 $134,213 $134,582 $54,968 - (i) 
- Standard Energy Company is related by virtue of its ownership by an officer and director    of the Corporation. The loan receivable is unsecured, non-interest bearing and no date set    for its repayment. 
- (ii) 
- This loan is payable to an officer and director of the Corporation. It is non-interest    bearing and no date set for its repayment. 

(iii) RSM is a related company by virtue of common management and havecommon directors. The loan payable is unsecured, non-interest bearing and no date set forits repayment. 

During the first quarter ending March 31, 2006, a management fee of$154,000 was paid to a director and officer of the Corporation. This transaction was inthe normal course of operations and was measured at the exchange value which representedthe amount of consideration established and agreed to by the related parties. 
**Changes in Accounting Policies 
In January 2005, the Canadian Institute of Chartered Accountantsissued four new accounting standards: Handbook Section 1530, Comprehensive Income,Handbook Section 3251, Equity, Handbook Section 3855, Financial Instruments –Recognition and Measurement and Handbook Section 3865, Hedges. These standards areeffective for interim and annual financial statements for the Corporation’sfiscal years beginning January 1, 2007. 
**Risk and Uncertainties 
At the present time, the Corporation does not have sufficientassets to maintain ongoing profitability. The Corporation’s ability to acquireand develop new projects is a function of its ability to raise the necessary capital topursue the efforts successfully. 

The Corporation has limited financial resources and there is noassurance that additional capital will be available to it for further acquisitions,exploration and development of new or existing projects. Failure to obtain such additionalfinancing could result in delay or indefinite postponement of further exploration anddevelopment of the property interests of the Corporation with the possible dilution orloss of such interests. 
**Forward Looking Statements 
This MD&A includes certain “forward-lookingstatements” within the meaning of applicable Canadian securities legislation.All statements, other than statements of historical facts, included in this MD&A thataddress activities, events or developments that the Corporation expects or anticipateswill or may occur in the future, including such things as future business strategy,competitive strengths, goals, expansion and growth of the Corporation’sbusinesses, operations, plans and other such matters are forward-looking statements. Whenused in this MD&A, the words “estimate”,“plan”, “anticipate”,“expect”, “intend”, “believe”and similar expressions are intended to identify forward-looking statements. Thesestatements involve known and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Corporation to be materiallydifferent from any future results, performance or achievements expressed or implied bysuch forward-looking statements. Such factors include, among others, risks related tojoint venture operations, actual results of current exploration activities, changes inproject parameters as plans continue to be refined unavailability of financing,fluctuations in oil and gas prices and other factors. Although the Corporation hasattempted to identify important factors that could cause actual results to differmaterially, there may be other factors that cause results no to be anticipated, estimatedor intended. There can be no assurance that such statements will prove to be accurate asactual results and future events could differ materially from those anticipated in suchstatements. Accordingly, readers should not place undue reliance on forward-lookingstatements. 

**Additional Information 
Additional information relating to the Corporation, including theannual information form of the Corporation, can be found on SEDAR at www.sedar.com and onthe Corporation’s website at www.sharpe-resources.com. 
**\s\ Roland M. Larsen 
Roland M. Larsen President 

Heathsville, VA April 25, 2007 

**Item 18. Financial Statements. 
Not applicable. 

**Item 19. Exhibits. 
None 
**SIGNATURES 
The registrant hereby certifies that it meets allof the requirements for filing on Form 20-F and that it has duly caused and authorized theundersigned to sign this annual report on its behalf. 
SHARPE RESOURCES CORPORATION (Registrant) 

\s\ Roland M. Larsen 

Roland M. Larsen, President & CEO 

Date: June 26, 2007 
**CERTIFICATIONS 
I, Roland M. Larsen, certify that:- I have reviewed this annual report on Form 20-F of Sharpe Resources Corporation; 
- Based on my knowledge, this annual report does not contain any untrue statement of a    material fact or omit to state a material fact necessary to make the statements made, in    light of the circumstances under which such statements were made, not misleading with    respect to the period covered by this annual report; 
- Based on my knowledge, the financial statements, and other financial information    included in this annual report, fairly present in all material respects the financial    condition, results of operations and cash flows of the registrant as of, and for, the    periods presented in this report; 
The company’s other certifying officers and I are responsible for establishing      and maintaining disclosure controls and procedures (as defined in Exchange Act Rules      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in      Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: 
- Designed such disclosure controls and procedures, or caused such disclosure controls and        procedures to be designed under our supervision, to ensure that material information        relating to the company, including its consolidated subsidiaries, is made known to us by        others within those entities, particularly during the period in which this report is being        prepared: 
- Designed such internal control over financial reporting, or caused such internal control        over financial reporting to be designed under our supervision, to provide reasonable        assurance regarding the reliability of financial reporting and the preparation of        financial statements for external purposes in accordance with generally accepted        accounting principles; 
- Evaluated the effectiveness of the company’s disclosure controls and        procedures and presented in this report our conclusions about the effectiveness of the        disclosure controls and procedures, as of the end of the period covered by this report        based on such evaluation; and 
- Disclosed in this report any change in the company’s internal control over        financial reporting that occurred during the period covered by the annual report that has        materially affected, or is reasonably likely to materially affect, the company’s        internal control over financial reporting; and 

5. The company’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal controls over financialreporting, to the company’s auditors and the audit committee ofcompany’s board of directors (or persons performing the equivalent function):- a. 
- All significant deficiencies and material weaknesses in the design or operation of    internal control over financial reporting which are reasonably likely to adversely affect    the company’s ability to record, process, summarize and report financial    information; and 
- b. 
- Any fraud, whether or not material, that involves management or other employees who have    a significant role in the company’s internal control over financial reporting. 

Date: June 26, 2007 

\s\ Roland M. Larsen Roland M. Larsen President & CEO 
**CERTIFICATIONS 
I, Kimberly L. Koerner, certify that:- I have reviewed this annual report on Form 20-F of Sharpe Resources Corporation; 
- Based on my knowledge, this annual report does not contain any untrue statement of a    material fact or omit to state a material fact necessary to make the statements made, in    light of the circumstances under which such statements were made, not misleading with    respect to the period covered by this annual report; 
- Based on my knowledge, the financial statements, and other financial information    included in this annual report, fairly present in all material respects the financial    condition, results of operations and cash flows of the registrant as of, and for, the    periods presented in this report; 
The company’s other certifying officers and I are responsible for establishing      and maintaining disclosure controls and procedures (as defined in Exchange Act Rules      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in      Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: 
- Designed such disclosure controls and procedures, or caused such disclosure controls and        procedures to be designed under our supervision, to ensure that material information        relating to the company, including its consolidated subsidiaries, is made known to us by        others within those entities, particularly during the period in which this report is being        prepared: 
- Designed such internal control over financial reporting, or caused such internal control        over financial reporting to be designed under our supervision, to provide reasonable        assurance regarding the reliability of financial reporting and the preparation of        financial statements for external purposes in accordance with generally accepted        accounting principles; 
- Evaluated the effectiveness of the company’s disclosure controls and        procedures and presented in this report our conclusions about the effectiveness of the        disclosure controls and procedures, as of the end of the period covered by this report        based on such evaluation; and 
- Disclosed in this report any change in the company’s internal control over        financial reporting that occurred during the period covered by the annual report that has        materially affected, or is reasonably likely to materially affect, the company’s        internal control over financial reporting; and 

The company’s other certifying officers and I have disclosed, based on our      most recent evaluation of internal controls over financial reporting, to the      company’s auditors and the audit committee of company’s board of      directors (or persons performing the equivalent function): 
- All significant deficiencies and material weaknesses in the design or operation of        internal control over financial reporting which are reasonably likely to adversely affect        the company’s ability to record, process, summarize and report financial        information; and 
- Any fraud, whether or not material, that involves management or other employees who have        a significant role in the company’s internal control over financial reporting. 

Date: June 26, 2007 

\s\ Kimberly L. Koerner Kimberly L. Koerner Director & Treasurer 
**CERTIFICATIONS 
I, Troy Koerner, certify that:- I have reviewed this annual report on Form 20-F of Sharpe Resources Corporation; 
- Based on my knowledge, this annual report does not contain any untrue statement of a    material fact or omit to state a material fact necessary to make the statements made, in    light of the circumstances under which such statements were made, not misleading with    respect to the period covered by this annual report; 
- Based on my knowledge, the financial statements, and other financial information    included in this annual report, fairly present in all material respects the financial    condition, results of operations and cash flows of the registrant as of, and for, the    periods presented in this report; 
The company’s other certifying officers and I are responsible for establishing      and maintaining disclosure controls and procedures (as defined in Exchange Act Rules      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in      Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: 
- Designed such disclosure controls and procedures, or caused such disclosure controls and        procedures to be designed under our supervision, to ensure that material information        relating to the company, including its consolidated subsidiaries, is made known to us by        others within those entities, particularly during the period in which this report is being        prepared: 
- Designed such internal control over financial reporting, or caused such internal control        over financial reporting to be designed under our supervision, to provide reasonable        assurance regarding the reliability of financial reporting and the preparation of        financial statements for external purposes in accordance with generally accepted        accounting principles; 
- Evaluated the effectiveness of the company’s disclosure controls and        procedures and presented in this report our conclusions about the effectiveness of the        disclosure controls and procedures, as of the end of the period covered by this report        based on such evaluation; and 
- Disclosed in this report any change in the company’s internal control over        financial reporting that occurred during the period covered by the annual report that has        materially affected, or is reasonably likely to materially affect, the company’s        internal control over financial reporting; and 

The company’s other certifying officers and I have disclosed, based on our      most recent evaluation of internal controls over financial reporting, to the      company’s auditors and the audit committee of company’s board of      directors (or persons performing the equivalent function): 
- All significant deficiencies and material weaknesses in the design or operation of        internal control over financial reporting which are reasonably likely to adversely affect        the company’s ability to record, process, summarize and report financial        information; and 
- Any fraud, whether or not material, that involves management or other employees who have        a significant role in the company’s internal control over financial reporting. 

Date: June 26, 2007 

\s\ Troy. Koerner Troy Koerner Director 

**Sharpe Resources Corporation Certification Pursuant to Section 906 of theSarbanes-Oxley Act of 2002 
I, Roland M. Larsen, Chief Executive Officer of Sharpe ResourcesCorporation (“the Company”), certify that:- the annual report on Form 20F of the Company for the fiscal year ending December 31,    2006 as filed with the Securities and Exchange Commission on the date hereof (the    “report”) fully complies with the requirements of Section 13(a) or    15(d) of the Securities and Exchange Act of 1934; and 
- the information contained in the Report fairly presents, in all material respects, the    financia l condition and results of operations of the Company. 
/s/ Roland M. Larsen Roland M. Larsen Chief Executive Officer June 26, 2007 

**Sharpe Resources Corporation Certification Pursuant to Section 906 of theSarbanes-Oxley Act of 2002 
I, Kimberly L. Koerner, Director of Sharpe Resources Corporation(“the Company”), certify that:- the annual report on Form 20F of the Company for the fiscal year ending December 31,    2006 as filed with the Securities and Exchange Commission on the date hereof (the    “report”) fully complies with the requirements of Section 13(a) or    15(d) of the Securities and Exchange Act of 1934; and 
- the information contained in the Report fairly presents, in all material respects, the    financial condition and results of operations of the Company. 

/s/ Kimberly L. Koerner Kimberly L. Koerner Director June 26, 2007 

**Sharpe Resources Corporation Certification Pursuant to Section 906 of theSarbanes-Oxley Act of 2002 
I, Troy Koerner, Director of Sharpe Resources Corporation(“the Company”), certify that:- the annual report on Form 20F of the Company for the fiscal year ending December 31,    2006 as filed with the Securities and Exchange Commission on the date hereof (the    “report”) fully complies with the requirements of Section 13(a) or    15(d) of the Securities and Exchange Act of 1934; and 
- the information contained in the Report fairly presents, in all material respects, the    financial condition and results of operations of the Company. 

/s/ Troy Koerner Troy Koerner Director June 26, 2007**************************************************************************************************************************************************************************