SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                          FORM 10-QSB

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

        For the quarterly period ended December 31, 2006

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

    For the transition period from            to

                Commission file number 000-51700

                       BROWNSVILLE COMPANY
(Exact name of Small Business Issuer as Specified in its Charter)

Nevada                                                         N/A
(State or Other Jurisdiction                      (I.R.S. Employer
of Incorporation or                                 Identification
Organization)                                              Number)

                 70 East Beaver Creek, Unit 30
             Richmond Hill, Ontario, Canada L4B 3B2
            (Address of Principal Executive Offices)

                         (905) 882-7076
        (Issuer's Telephone Number, Including Area Code)

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

                  Yes   [  X   ] No   [      ]

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

                  Yes   [      ] No   [  X   ]

State  the  number of shares outstanding of each of  the  Issuers
classes of common equity, as of the latest practicable date:

Common, $.001 par value per share: 32,160,000 outstanding as of
January 31, 2007

<PAGE>
                       BROWNSVILLE COMPANY

                        TABLE OF CONTENTS

                                                            Page
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements.                               3
Item 2.    Management's Discussion and Analysis or Plan
           of Operation.                                      14
Item 3.    Controls and Procedures.                           16

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.                                 17
Item 2.    Unregistered Sales of Equity Securities  and
           Use of Proceeds.                                   17
Item 3.    Default upon Senior Securities.                    17
Item 4.    Submission of Matters to a Vote of Security
           Holders.                                           17
Item 5.    Other Information.                                 17
Item 6.    Exhibits.                                          17

SIGNATURES                                                    18

<PAGE>


PART I - FINANCIAL INFORMATION


Item 1.        Financial Statements.


                 Index to Financial Statements
                 Period Ended December 31, 2006


                                                  Page

     Balance Sheets                                 4

     Statements of Operations                       5

     Statements of Cash Flows                       6

     Notes to Financial Statements                  7

<PAGE>

<TABLE>
<CAPTION>

BROWNSVILLE COMPANY
(A Nevada Corporation)
Balance Sheet
As at December 31, 2006
(With Comparative Figures at September 30, 2006)
(Expressed in U.S. Dollars)
(Unaudited - Prepared by Management)
=========================================================================================================

                                                                           December 31,     September 30,
                                                                               2006            2006
                                                                            (Unaudited)      (Audited)
                                                                          --------------   --------------
<S>                                                                       <C>              <C>
                                     ASSETS
Current Assets
    Cash                                                                  $       21,482   $        1,720
    Accounts receivable                                                           19,454           16,921
    Inventory                                                                      5,245            6,215
---------------------------------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                                        46,181           24,856
---------------------------------------------------------------------------------------------------------

Fixed Assets (Note 3)
    Equpment, at cost                                                                 --           20,000
    Less: accumulated depreciation                                                    --           (8,000)
---------------------------------------------------------------------------------------------------------
                                                                                      --           12,000
---------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                              $       46,181   $       36,856
=========================================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued                                          $       19,625   $       21,170
    Loans from related party                                                      51,750           18,000
---------------------------------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                                   71,375           39,170
---------------------------------------------------------------------------------------------------------

Going Concern (Note 1)

Stockholders' Equity
    Capital Stock
      Authorized:
         225,000,000 common shares at $0.001 par value
      Issued and fully paid
         32,160,000 common share at par value                                     10,720           10,720
         Additional paid in capital                                               21,780           21,780
         Share subscriptions receivable                                               --               --
         Obligation to issue 250,000 common shares for assets acquired                --           25,000
    Deficit, accumulated during the exploration stage                            (57,694)         (59,814)
---------------------------------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                                                 (25,194)          (2,314)
---------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $       46,181   $       36,856
=========================================================================================================
</TABLE>


                             See Accompanying Notes
<PAGE>
<TABLE>
<CAPTION>

BROWNSVILLE COMPANY
(A Nevada Corporation)
Statement of Operations
(Expressed in U.S. Dollars)
(Unaudited - Prepared by Management)
=====================================================================================


                                                         For the          For the
                                                       Three Months     Three Months
                                                          Ended            Ended
                                                       December 31,     December 31,
                                                          2006             2005
                                                      --------------   --------------
<S>                                                   <C>              <C>
Sales                                                 $        9,948   $       14,782
-------------------------------------------------------------------------------------
Cost of Goods Sold
        Beginning inventory                                    6,215            8,000
        Purchase                                      $        2,170   $       10,686
        Ending inventory                                       5,245            8,250
-------------------------------------------------------------------------------------
                                                               3,140           10,436
-------------------------------------------------------------------------------------
Gross Profit                                                   6,807            4,346
Selling expenses                                                 746            1,109
Lease expenses                                        $          796   $        1,183
-------------------------------------------------------------------------------------
                                                               1,599            2,054
-------------------------------------------------------------------------------------

General and Administration Expenses
        Administrative expenses                                   --               --
        Audit fees                                                --               --
        Bank charges and interest                                114              104
        Professional fees                                      9,365            1,628
        Management fees                                           --            4,872
        Rent                                                   3,000            3,000
        Depreciation expense                                     667              500
-------------------------------------------------------------------------------------
                                                              13,145           10,104
-------------------------------------------------------------------------------------

Net Income (Loss) for the Period                      $      (11,547)  $       (8,050)

Gain on Disposition of Asset                                  13,667               --
-------------------------------------------------------------------------------------

Net Income (Loss)                                              2,120           (8,050)

Deficit, beginning of period                                 (59,814)         (44,115)

Deficit, end of period                                $      (57,694)  $      (52,165)

-------------------------------------------------------------------------------------
Net Income (Loss) Per Common Share
        Basic and diluted                             $       0.0001   $      (0.0002)
=====================================================================================
Weighted Average Number of Shares Outstanding
        Basic and diluted                                 32,160,000       10,720,000
=====================================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

BROWNSVILLE COMPANY
(A Nevada Corporation)
Statement of Cash Flows
(Expressed in U.S. Dollars)
=====================================================================================

                                                        For the           For the
                                                      Three Months      Three Months
                                                          Ended            Ended
                                                       December 31,     December 31,
                                                          2006             2005
                                                      --------------   --------------
<S>                                                   <C>              <C>
Cash Provided by (Used for)
Operating Activities
      Net Profit (Loss) for the period                $      (11,547)  $       (8,050)
      Items not requiring use of cash
            Depreciation expense                                 667              500
      Changes in non-cash working capital items
            Accounts receivable                               (2,533)           1,591
            Inventory                                            970             (250)
            Accounts payable and accrued                      (1,545)           1,930
-------------------------------------------------------------------------------------
Cash used for operating activities                           (13,988)          (4,279)
-------------------------------------------------------------------------------------

Investing Activities
-------------------------------------------------------------------------------------

Financing Activities
      Capital stock subscribed                                    --               --
      Loans from related parties                              33,750               --
      Share subscriptions receivable                              --               --
-------------------------------------------------------------------------------------
Cash provided by financing activities                         33,750               --
-------------------------------------------------------------------------------------

Cash increase (decrease)
      during the period                                       19,762           (4,279)
Cash, Beginning of Period                                      1,720            8,445
-------------------------------------------------------------------------------------

Cash,  End of Period                                  $       21,482   $        4,166
=====================================================================================
</TABLE>

                             See Accompanying Notes
<PAGE>

BROWNSVILLE COMPANY
(A Nevada Corporation)
Notes to Financial Statements
For the Three Months Ended December 31, 2006
(Expressed in U.S. Dollars)


Note 1     BUSINESS OPERATIONS

Brownsville Company ("the Company") was incorporated in the state of
Nevada on September 4, 2003. The Company's primary operation began in
May 2004. Since inception, the Company operated a boat launch and
convenience store. In July 2006, the Company entered into a letter of
intent to acquire an uranium mining property in Tanzania. The Company
has changed its primary operation from operating a boat launch
to mining exploration. In November 2006, the Company sold the assets
related to the boat launch and convenience store.

Going Concern

These financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of
America applicable to a going concern, which assume that the Company
will realize its assets and discharge its liabilities in the normal
course of business. The Company has incurred losses since inception
of $57,694 to December 31, 2006 and might not have sufficient
working capital for the next twelve months. These factors create
doubt as to the ability of the Company to continue as a going
concern. Realization values may be substantially different from the
carrying values as shown in these financial statements should the
Company be unable to continue as a going concern. Management is in
the process of identifying sources for additional financing to fund
the ongoing development of the Company's business.


Note 2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)   General and Administration Costs

General and administration costs are written off to operations
when incurred.

(b)   Basis of Presentation

These financial statements are prepared in accordance with
United States of America Generally Accepted Accounting
Principles (GAAP).

<PAGE>


(c)   Cash

Cash consists of funds on deposit with the Company's bankers.

(d)   Account Receivable

Trade accounts receivable are stated at the amount the Company
expects to collect. The Company maintains allowances for
doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments.
Management considers the following factors when determining the
collectibles of specific customer accounts: customer
credit-worthiness, past transaction history with the customer,
current economic industry trends, and changes in customer
payment terms. If the financial condition of the Company's
customers were to deteriorate, adversely affecting their
ability to make payments, additional allowances would be
required. Based on management's assessment, the Company
provides for estimated uncollectible amounts through a charge
to earnings and a credit to a valuation allowance. Balances
that remain outstanding after the Company has used reasonable
collection efforts are written off through a charge to the
valuation allowance and a credit to accounts receivable.

(e)   Inventory

Inventories are stated at the lower of cost (on the FIFO basis)
or market (net realizable value).

(f)   Property, Plant and Equipment

Fixed assets are stated at cost less accumulated depreciation.
Depreciation is recorded at the following rates, based upon the
useful life of the assets:

      Equipment  - 20% per annum on a straight-line basis


(g)   Net Loss Per Share

Net loss per common share is computed by dividing the net loss
by the weighted average number of shares outstanding during the
period.

<PAGE>


(h)   Foreign Operations and Currency Translation

The operating activities are in Canada in Canadian Funds as the
functional currency and the reporting currency is in United
States Dollars.

Monetary assets and liabilities are translated at the current
rate of exchange. The weighted average exchange rate for the
period is used to translate revenue, expenses, and gains or
losses from the functional currency to the reporting currency.

Cumulative currency translation adjustments are reported as a
separate component of stockholders' equity and not recognized
in net income. However, there are no cumulative currency
translation adjustments from the date of inception to the end
of the current period and therefore there are no currency
translation adjustments in the statement of stockholders'
equity.

Gains or losses on translations of currency from the recording
currency are recognized in current net income.

Gains or losses from foreign currency transactions are
recognized in current net income.

Fixed assets are measured at historical exchange rates that
existed at the time of the transaction.

Depreciation is measured at historical exchange rates that
existed at the time the underlying related asset was acquired.


Note 3.   PROPERTY PLANT & EQUIPMENT

As at Dec. 31, 2006  Cost Accumulated    Net Book   Net Book
                          Amortization   Value      Value
                                         (Dec. 31,  (September
                                         2006)      30, 2006)

                     $     $             $          $
Equipment            0     0             0          12,000

On November 17, 2006, the Company entered into an Asset Purchase
Agreement with Fraser Rivers Metal Depot Inc. to sell and
transfer an undivided, 100% right, title and interest in the
assets relating to the Company's boat launch, parking lot,
marina and convenience store business located in Maple Ridge,
British Columbia. The consideration received by the Company will
be the purchase price of $2.00 and other valuable consideration,
including the cancellation and termination of the obligation to
issue to Fraser River 250,000 common shares of the Company that
was scheduled to be issued to Fraser Rivers Metal Depot as part
of the Asset Purchase Agreement dated March 31. 2004.

<PAGE>

Note 4     Capital Stock

Authorized:     225,000,000 common shares at $0.001 Par Value
Issued:         32,160,000 shares

On July 26, 2006, the Company, conducted a stock split, resulting in
an increase to authorized stock capital from 75,000,000 shares to
225,000,000 shares; and issued stock capital on a one old share for
three new shares, (from 10,720,000 shares to 32,160,000 shares.)

(a)   Stock Based Compensation

In December 2004, the Financial Accounting Standards Board (FASB)
Issued Statement of Financial Accounting Standard (SFAS) No. 123R,
"Share Based Payment". SFAS 123R is a revision of SFAS No.123
"Accounting for Stock-based Compensation", and supersedes APB Opinion
No. 25, "Accounting for Stock Issued to Employees" and its related
implementation guidance. SFAS 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services
that are based on the fair value of the entity's equity instruments
or that may be settled b the issuance of those equity instruments,
SFAS 123R focuses primarily on accounting for transactions in which
an entity obtains employee services in share-based payment
transactions SFAS 123R does not change the accounting guidance from
share-based payment transactions with parties other than employees
provided in SFAS 123 as originally issue Emerging issues Task Force
Issue No. 96-18, "Accounting for Equity Instruments That are Issued
to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services". SFAS 123R does not address the
accounting for employee share ownership plans, which are subject to
AICPA Statement of Position 93-6, "Employer's Accounting for Employee
Stock Ownership Plans". SFAS 123R requires a public entity to measure
the cost of employee services received in exchange for an award of
equity instruments based on the grant date fair value of the award
(with limited exceptions). That costs will be recognized over the
period during which an employee is required to provide service in
exchange for the award - the requisite service period (usually the
vesting period). SFAS 123R requires that the compensation cost
relating to share-based payment transactions be recognized in
financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. The scope of
SFAS 123R includes a wide range of share based compensation
arrangements including share options, restricted share plans.
Performance-based awards, share appreciation rights, and employee
share plans. Public entities that file as small business issues will
be required to apply SFAS 123R in the first interim or annual
reporting period that begins after December 15, 2005. The adoption of
this standard is not expected to have a material effect on the
Company's results of operating or financial position.

<PAGE>

(b)   Comprehensive Income

The Company has no items that represent other comprehensive income

(c)   Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit
risk consist principally of cash, deposited with a high quality
credit institution.

Note 5     INCOME TAXES

The Company has losses that total $57,694 for income tax purposes
that may be carried forward to be applied against future taxable
income. The benefit of a potential reduction in future income taxes
has not been recorded as an asset at December 31, 2006 as it is
reduced to nil by a valuation allowance, due to uncertainty of the
application of losses.

The income tax effect of temporary differences comprising the
deferred tax assets and deferred tax liabilities on the accompanying
balance sheets as at December 31, 2006 is a result of the following:


                                          2006

                                          $
Deferred Tax Assets                       19,600
Valuation Allowance                       (19,600)

A reconciliation between the statutory federal income tax rate and
the effective income rate of income tax expense for the quarter ended
December 31, 2006 is as follows:

<PAGE>


                                         2006

                                         $
Statutory Federal Income Tax Rate        34.0%
Valuation Allowance                      (34.0%)

Note 6   FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, accounts
receivable, inventory, and accounts payable and accrued. It is
management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments. The fair value of these financial instruments
approximates their carrying values.

Note 7     RELATED PARTY TRANSACTIONS

A director and shareholders had loaned $33,750.22 to the Company during
the
period ended December 31, 2006, which is unsecured, non interest
bearing, with no specific terms of repayment.


Note 8   RECENT ACCOUNTING PRONOUNCEMNTS

In December 2004, FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets - An Amendment of APB Opinion No. 29". The guidance in APB
Opinion No. 29, "Accounting for Non-monetary Transactions", is based on
the principle that exchange of non-monetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that
Opinion, however included certain to that principles, SFAS No. 153
amends Opinion No. 29 to eliminate the exception for non-monetary
exchanges of similar productive assets and replaces it with a general
exception for exchanges of non-monetary assets that do not have
commercial substance. A non-monetary exchange has commercial substance
if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The provisions of SFAS No.
153 are effective for non-monetary asset exchange occurring in fiscal
periods beginning after June 15, 2005. Early application is permitted
and companies must apply the standard prospectively. The adoption of
this standard is not expected to have a material effect on the
Company's results of operations or financial position.

<PAGE>


Note 9   OPTION AGREEMENT

On October 13, 2006 the Company entered into an Option Agreement
with Trimark Explorations Ltd. (Trimark) and its wholly owned
subsidiary, whereby Trimark granted the Company, 100% undivided
right, title and interest in and to the property located in
Njombe and Songea districts in the Republic of Tanzania, for
$100,000 payable over three years. In addition, the Company must
conduct exploration on the property of $1,000,000 over a three
year time frame. If the exploration expenses are not incurred,
the Company may still earn 100% interest by issuing 1,000,000
common shares, at not less than $1.00 per share, to Trimark or
pay cash of up to $1,000,000.



<PAGE>

Item  2.    Management's  Discussion  and  Analysis  or  Plan  of
            Operation.

     The following discussion and analysis of our financial
condition and results of operations should be read in conjunction
with our financial statements and the related notes thereto
contained elsewhere in this Form 10-QSB.

Forward-Looking Statements

     This discussion contains forward-looking statements that
involve risks and uncertainties. All statements regarding future
events, our future financial performance and operating results,
our business strategy and our financing plans are forward-looking
statements. In many cases, you can identify forward-looking
statements by terminology, such as "may", "should", "expects",
"intends", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of such
terms and other comparable terminology. These statements are only
predictions. Known and unknown risks, uncertainties and other
factors could cause our actual results to differ materially from
those projected in any forward-looking statements.  We do not
intend to update these forward-looking statements.

Overview

     Brownsville Company, a Nevada corporation (referred to
herein as the "Company", "Brownsville", "we", "us" and "our") was
incorporated on September 4, 2003 in order to operate a boat
launch, parking lot, marina and convenience store.   We operated
such business until November 16, 2006 on which date it was sold
to Fraser River Metals Depot Inc.  See "Recent Developments -
Sale of Marina and Convenience Store Business to Fraser River" below.

     Subsequent to the fiscal year ended September 30, 2006, and
in October 2006, we were granted the sole exclusive right and
option to acquire up to a 100% undivided right, title and
interest in and to the Gambaro Resources Property located in
Njombe and Songea districts in the Republic of Tanzania.  The
Gambaro Property, which is held under the terms of a Prospecting
License issued by the government of Tanzania, is believed to
cover sediments of the Karoo sequence which share common features
with rocks of the Colorado Plateau in the western United States
that have been prolific producers of Uranium.  See "Recent
Developments - The Gambaro  Property" below.

Results of Operations

Revenues

     Our revenues for the three months ended December 31, 2006
were $9,948 compared to $14,782 for the three months ended
December 31, 2005.  Such revenues were generated at the marina
and convenience store which was sold  as of November 16, 2006.
As a result, we did not experience revenues for a complete fiscal
quarter (in connection with the quarter ended December 31, 2006)
which accounts for the decrease in revenues compared to the prior
year period.

Gross Profit

     Gross profit, defined as sales less cost of sales, was
$6,808 for the three months ended December 31, 2006, compared to
$4,346 for the three months ended December 31, 2005.  Such change
from period to period was attributable to changes in inventory.

General and Administrative Expenses

     General and administrative expenses were $13,145 for the
three months ended December 31, 2006 compared to $10,104 for the
three months ended December 31, 2005.  The increase in general
and administrative expenses is primarily due to an increase in
professional fees partially offset by a decrease in management
fees.

Net Income (Loss)

     For the three months ended December 31, 2006, we had net
income of $2,120 as compared to a net loss of $8,050 for the
three months ended December 31, 2005.  During the period ended
December 31, 2006, we had a gain on a disposition of asset of
$13,667 for which there was no comparable item in the period
ended December 31, 2005.  With a net loss from operations of
$11,547 for the three months ended December 31, 2006, offset by
the gain on disposition of asset of $13,667, we achieved net
income of $2,120 for the three months ended December 31, 2006.

<PAGE>

Liquidity and Capital Resources

     On December 31, 2006, we had a working capital deficit of
$25,194, and a stockholders' deficit of $25,194.   On December
31, 2006, we had $21,482 in cash, total assets of $46,181 and
total liabilities of $71,375.

     Cash used for operating activities for the three months
ended December 31, 2006 was $13,988 compared to $4,279 for the
three months ended December 31, 2005, which change was primarily
due to an increase in the net loss for the period ended December
31, 2006 compared to the prior year period, as well as changes in
accounts receivable and accounts payable.  Cash provided by
financing activities was $33,750 for the three months ended
December 31, 2006, compared to no cash provided by financing
activities for the three months ended December 31, 2005.  Such
change was due to loans from related parties provided to the
Company during the quarter ended December 31, 2006.

     We have incurred losses since inception of $57,694 through
December 31, 2006 and we might not have sufficient working
capital for the next 12 months.  These factors create doubt as to
our ability to continue as a going concern.   See "Recent
Developments" for information on our recent change of business
direction.

Recent Developments

     The Gambaro Property

     On October 13, 2006, we entered into an Option Agreement
(the "Option Agreement") with Trimark Explorations Ltd.  and its
wholly-owned subsidiary, Gambaro Resources Limited (together
referred to herein as "Trimark"), whereby Trimark granted us the
sole exclusive right and option to acquire up to a 100% undivided
right, title and interest in and to the Gambaro Resources
Property located in Njombe and Songea districts in the Republic
of Tanzania (the "Gambaro Property").  The Gambaro Property
consists of approximately 170 square kilometers in the
southwestern part of Tanzania which is located on the East Coast
of Africa.  The Gambaro Property, which is held under the terms
of a Prospecting License issued by the government of Tanzania, is
believed to cover sediments of the Karoo sequence which share
common features with rocks of the Colorado Plateau in the western
United States that have been prolific producers of Uranium.
Under the terms of the Option Agreement, Trimark has granted us
the sole and exclusive option to acquire up to a 100% undivided
interest in and to the Gambaro Property, by making the following
cash payments totaling $100,000 over a three year period: (i)
$25,000 within 45 days of signing the Option Agreement (which has
been extended up to an additional 30 days or 5 days after the
issuance of an exploration and prospecting license, whichever
occurs first); (ii) an additional $35,000 within two years of
signing of the Option Agreement;  and (iii) an additional $40,000
within three years of signing of the Option Agreement.

     Pursuant to the Option Agreement, we must also complete the
following cumulative exploration expenditures on the Property
totaling $1,000,000 over a 36 month period: (i) $100,000 in
cumulative exploration expenditure within the first 12 months
after signing the Option Agreement; (ii) $500,000 in cumulative
exploration expenditures within 24 months of signing of the
Option Agreement; and (iii) $1,000,000 in cumulative exploration
expenditures within 36 months of signing of the Option Agreement.
If 36 months after the date of the Option Agreement, we have not
completed exploration expenses of $1,000,000, we may still earn
our 100% interest in the Gambaro Property if we issue in favor of
Trimark payments totaling up to 1,000,000 of our shares of common
stock or cash of up to $1,000,000 at our sole option less the
cumulative exploration expenditures already paid and/or met on
the Gambaro Property.  The value of the shares shall be
determined as the average share price of the shares over the 30
business days of trading prior to the 36 month period, provided,
however, that the shares  shall not be valued at less then $1.00
per share.  In the event such shares are valued at less then
$1.00, we may still execute this buyout using cash.

     The Option Agreement further provides that we will act as
operator during the earn-in phase of the Option Agreement and
will be entitled to charge a management fee of 15% on all
property exploration expenditures and related head office
overhead paid solely out of cumulative exploration expenditures
provided by us and from revenues from the operation of the
Gambaro Property pursuant to the terms of the Option Agreement.
Once we have earned our 100% interest in the Gambaro Property,
Trimark shall be entitled to a 2% net smelter royalty which shall
be reduced to 1% at our sole option upon payment to Trimark of
$1,000,000.  The Option Agreement provides that a management
committee consisting of two representatives of each company shall
be formed pursuant to which we shall be responsible for the
proposal of exploration programs to the management committee and
for funding in full any and all exploration programs approved by
the management committee in advance of the commencement of
exploration.

<PAGE>

     We may terminate the Option Agreement at any time by giving
written notice to Trimark of the termination of the Option
Agreement and such termination shall be effective on the 15th day
after such notice is sent to Trimark.  In addition, if we fail to
make any payment under the Option Agreement or fails to do
anything on or before the last day provided for such payment or
performance under the Option Agreement (in each or either case
referred to as a "default"), Trimark  may terminate the Option
Agreement but only if: (i) Trimark has first given us written
notice of the default containing particulars of the payment which
we have not made or the act which we have not performed; and (ii)
we have not, within 30 days following delivery of such notice,
cured such default by appropriate payment or performance.  Should
we fail to comply with the foregoing, Trimark may thereafter
terminate the Option Agreement by notice to us.  Upon such
termination, we forfeit any and all interest in the Gambaro
Property and shall cease to be liable to Trimark.

     Sale of Marina and Convenience Store Business to Fraser
     River

     Subsequent to the fiscal year ended September 30, 2006, and
on November 16, 2006, we entered into an Asset Purchase Agreement
(the "Fraser River Agreement") with Fraser River Metals Depot
Inc., a private Canadian corporation ("Fraser River"), pursuant
to which on the same date we sold and transferred to Fraser River
all of our assets relating to Brownsville's boat launch, parking
lot, marina and convenience store located in Maple Ridge, British
Columbia, Canada (the "Transferred Business").  The Fraser River
Agreement provided that the purchase price for the Transferred
Business was the sum of US$ 2.00 and other valuable
consideration, including the termination and cancellation  of
Brownsville's obligation (the "Obligation") to issue to Fraser
River 250,000 shares of Common stock of Brownsville which were to
be  issued  to Fraser River pursuant to that certain Asset
Purchase Agreement dated March 31, 2004 which Obligation is
terminated, cancelled and of no further force and effect.

     Pursuant to the Fraser River Agreement, the following assets
were sold and transferred to Fraser River: (i) the lease
agreement, dated March 31, 2004, between Fraser River, as
landlord, and Brownsville, as tenant ; (ii) all inventory,
furniture, fixtures, equipment, machinery and other tangible
personal property at 23227 Dogwood Avenue, Maple Ridge, British
Columbia, Canada; (iii) all books of account, general, financial,
tax and personnel records, invoices, supplier lists,
correspondence and other documents, records and files and all
computer software and programs and any rights thereto relating to
the Transferred Business; and (iv) all rights under all
contracts, subcontracts, licenses, sublicenses, agreements,
leases, purchase orders, customer orders, commitments and similar
binding arrangements of Brownsville relating to the Transferred
Business.  In addition, Fraser River agreed to assume and shall
pay, perform and discharge all liabilities of Brownsville arising
out of or relating to the Transferred Business, including all pre-
existing contracts, agreements and purchase orders and loan
agreements entered into by us prior to the date of the Fraser
River Agreement.

     Our Board of Directors determined that it was in the best
interests of Brownsville to discontinue and sell the Transferred
Business due to continual losses the business has suffered since
its inception and due to the recent change in direction taken by
us resulting from the Option Agreement described above and
entered into on October 13, 2006 with Trimark, whereby Trimark
granted us the sole exclusive right and option to acquire up to a
100% undivided right, title and interest in and to the Gambaro
Property.

     No assurance can be given that we will be able to raise the
necessary financing to make the payments and expenditures
contemplated by the Option Agreement.

Off-Balance Sheet Arrangements

     The Company has no off-balance sheet arrangements as defined
in Item 303(c) of Regulation S-B.


Item 3.   Controls and Procedures.

     The Company's Principal Executive Officer and Principal
Financial Officer has evaluated the Company's disclosure controls
and procedures as of the end of the period covered by this
report.  Based upon that evaluation, such officer has concluded
that, as of December 31, 2006, these disclosure controls and
procedures were effective to ensure that all information required
to  be disclosed by us in the reports that we file or submit
under the Exchange Act is: (i) recorded, processed, summarized
and reported, within the time periods specified in the
Commission's rule and forms; and (ii) accumulated and
communicated to our management, including our Principal Executive
Officer and Principal Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.

<PAGE>

     There have been no significant changes in our internal
controls over financial reporting that occurred during the fiscal
quarter covered by this report that have materially affected, or
are reasonably likely to materially affect, our internal control
over financial reporting.



                   PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

     There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject.


Item  2.   Unregistered  Sales of Equity Securities  and  Use  of
           Proceeds.

     None.


Item 3.    Defaults Upon Senior Securities.

     None.


Item 4.    Submission of Matters to a Vote of Security-Holders.

     None.


Item 5.    Other Information.

     None.


Item 6.    Exhibits.

          31.1   Certification  of  Principal  Executive  Officer
          pursuant  to Section 302 of the Sarbanes-Oxley  Act  of
          2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
          31.2   Certification  of  Principal  Financial  Officer
          pursuant  to Section 302 of the Sarbanes-Oxley  Act  of
          2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
          32.1  Certification  pursuant to  Section  906  of  the
          Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)


<PAGE>


                           SIGNATURES

     In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf  by  the
undersigned thereunto duly authorized.


                                   BROWNSVILLE COMPANY
                                   (Registrant)



Dated:  February 13, 2007          By: /s/ Adam Cegielski
                                   Adam Cegielski
                                   President  and Chief Executive
                                   Officer
                                   (Principal Executive Officer)



Dated:  February 13, 2007          By: /s/ Adam Cegielski
                                   Adam Cegielski,
                                   Principal Accounting Officer
                                   (Principal Financial Officer)