Panex Resources 10Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ]

QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2010

[ ]	TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________to ______________________

Commission file number 000-51707

DE BEIRA GOLDFIELDS INC.

(Exact name of small business issuer as specified in its charter)

Incorporated in the State of Nevada (State or other jurisdiction of incorporation or organization)	00-0000000 (I.R.S. Employer Identification No.)
30 Ledgar Road, Balcatta, Western Australia, 6021
(Address of principal executive offices)

011-61-89-240-2836
(Issuer’s telephone number) n/a
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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.

[ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Larger accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ] (Do not check if a smaller reporting company)

Smaller reporting company [ X ]

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

[ X ] Yes [ ] No

Page - 1

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at July 13, 2010
Common Stock - $0.001 par value	67,046,785

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Page - 2

De Beira Goldfields Inc.

(An Exploration Stage Company)

May 31, 2010

	Index
Balance Sheets as of May 31, 2010 (unaudited) and August 31, 2009	F-1
Statements of Operations for the three months and nine months ended May 31, 2010 and 2009 and for the period May 28, 2004 (date of inception) through May 31, 2010 (unaudited)	F-2
Statements of Cash Flows for the nine months ended May 31, 2010 and 2009 and for the period May 28, 2004 (date of inception) through May 31, 2010 (unaudited)	F-3
Statements of Stockholders’ Equity (Deficit) for the period from May 28, 2004 (date of inception) through May 31, 2010 (unaudited)	F-4
Notes to the Financial Statements (unaudited)	F-5

Page - 3

De Beira Goldfields Inc.

(An Exploration Stage Company)

Balance Sheets

(Expressed in US dollars)

(Unaudited)

	May 31, 2010 $			August 31, 2009 $


ASSETS

Current Assets

Cash		34,500			72,424

Total Assets (all current)		34,500			72,424


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable		148,167			156,114
Accrued liabilities, related parties (Note 4)		213,447			182,010
Accrued liabilities, other		154,304			114,107
Loans and borrowings, related party (Note 4)		45,431			45,248
Loans and borrowings (Note 7)		740,000			740,000
Deposits for common stock subscriptions (Note 6)		-			10,000

Total Liabilities (all current)		1,301,349			1,247,479


Contingencies and Commitments


Stockholders’ Deficit (Note 6)

Common Stock: $0.001 par value; 75,000,000 shares authorized; 67,046,785 (August 31, 2009: 59,696,785) shares issued and outstanding		67,046			59,696

Additional paid-in capital		10,815,704			10,779,554

Donated capital		15,750			15,750

Deficit accumulated during the exploration stage		(12,165,349	)		(12,030,055	)

Total Stockholders’ Deficit		(1,266,849	)		(1,175,055	)

Total Liabilities and Stockholders’ Deficit		34,500			72,424

F - 1

De Beira Goldfields Inc.

(An Exploration Stage Company)

Statements of Operations

(Expressed in US dollars)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended			For the Nine Months Ended			For the Nine Months Ended			Accumulated From May 28, 2004 (Date of Inception)
	May 31,			May 31,			May 31,			May 31,			to May 31,
	2010			2009			2010			2009			2010
		$			$			$			$			$


Revenue		-			-			-			-			-


Operating expenses

Donated rent		-			-			-			-			5,250
Donated services		-			-			-			-			10,500
General and administrative		2,357			114			5,852			893			79,380
Foreign currency transaction (gain) loss		(987	)		2,827			3			(5,587	)		44,275
Mineral property and exploration costs		-			-			-			-			4,739,777
Management fees (Note 4)		13,472			11,007			40,269			31,514			639,216
Professional fees (Note 4)		14,143			7,219			37,508			13,840			878,002
Travel costs		-			1,351			-			3,116			335,415
Write-off deferred acquisition cost (Note 3)		-			-			-			-			400,000
Provision against Minanca loan (Note 3)		-			-			-			-			6,100,000

Total operating expenses		28,985			22,518			83,632			43,776			13,231,815

Other income (expense)

Interest income		133			73			308			173			31,568
Interest expense		(17,492	)		(17,440	)		(51,970	)		(48,765	)		(215,148	)
Loss on sale of investment (Note 5)		-			-			-			-			(126,182	)
Gain on sale of mineral property right (Note 5)		-			-			-			-			1,376,228

Total other income (expense)		(17,359	)		(17,367	)		(51,662	)		(48,592	)		1,066,466

Net Loss		(46,344	)		(39,885	)		(135,294	)		(92,368	)		(12,165,349	)


Net Loss Per Share – Basic and Diluted		*			*			*			*


Weighted Average Shares Outstanding		67,046,785			57,838,089			65,687,261			50,045,869

* Amount is less than $(0.01) per share.

F - 2

De Beira Goldfields Inc.

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)

	For the Nine Months Ended May 31, 2010 $			For the Nine Months Ended May 31, 2009 $			Accumulated From May 28, 2004 (Date of Inception) to May 31, 2010 $

Cash Flows From Operating Activities

Net loss		(135,294	)		(92,368	)		(12,165,349	)

Adjustments to reconcile net loss to cash used in operating activities:
Gain on sale of mineral property rights		–			–			(586,228	)
Loss on sale of investment		–			–			126,181
Donated services and expenses		–			–			15,750
Expenses paid by issue of common stock		–			–			500
Write-off deferred acquisition costs		-			-			400,000
Provision against Minanca loan		-			-			6,100,000

Change in operating assets and liabilities
Increase in receivables and other assets		-			(14,962	)		-
Increase in accounts payable and accrued liabilities		32,250			45,457			352,117
Increase in amounts due to related parties		64,937			50,610			331,626

Net Cash Used in Operating Activities		(38,107	)		(11,263	)		(5,425,403	)

Cash Flows From Investing Activities
Cash received from sale of investment		-			-			250,047
Cash received from sale of mineral property rights		-			-			210,000
Deferred acquisition costs		-			-			(400,000	)
Loan advances		-			-			(7,100,000	)
Repayment of loan advance		-			-			1,000,000

Net Cash Used in Investing Activities		-			-			(6,039,953	)

Cash Flows From Financing Activities
Loan from related parties		-			-			594,313
Loan repaid to related parties		-			-			(576,483	)
Loan from unrelated third party		-			-			740,000
Deposits received for common shares to be issued		-			40,000			-
Common shares issued for cash		-			16,000			10,708,750

Net Cash Provided by Financing Activities		-			56,000			11,466,580

Effect of exchange rates on cash		183			(3,177	)		33,276

(Decrease) Increase in Cash		(37,924	)		41,560			34,500

Cash - Beginning of Period		72,424			38,609			–

Cash - End of Period		34,500			80,169			34,500

F - 3

De Beira Goldfields Inc.

(An Exploration Stage Company)

Statements of Stockholders’ Equity (Deficit)

(Expressed in US dollars)

(Unaudited)

	Common Shares
	Number of Shares			Amount $			Additional Paid-in Capital $			Donated Capital $		Deficit Accumulated During the Exploration Stage $			Total Stockholders’ Equity (Deficit) $

Balances, May 28, 2004 (Date of inception)		-			-			-			-		-			-
Common stock issued for servicesto president		6,000,000			6,000			(5,500	)		-		-			500
Return and cancellation of shares		(6,000,000	)		(6,000	)		6,000			-		-			-
Net loss		-			-			-			-		(500	)		(500	)
Balances, August 31, 2004		-			-			500			-		(500	)		-
Common stock issued for cash		64,500,000			64,500			(17,750	)		-		-			46,750
Return and cancellation of shares		(30,000,000	)		(30,000	)		30,000			-		-			-
Donated rent		-			-			-			3,000		-			3,000
Donated services		-			-			-			6,000		-			6,000
Net loss		-			-			-			-		(15,769	)		(15,769	)
Balances, August 31, 2005		34,500,000			34,500			12,750			9,000		(16,269	)		39,981
Common stock issued for cash		1,964,285			1,964			4,498,036			-		-			4,500,000
Donated rent		-			-			-			2,250		-			2,250
Donated services		-			-			-			4,500		-			4,500
Net loss		-			-			-			-		(848,560	)		(848,560	)
Balances, August 31, 2006		36,464,285			36,464			4,510,786			15,750		(864,829	)		3,698,171
Common stock issued for cash		7,632,500			7,632			6,098,368			-		-			6,106,000
Net loss		-			-			-			-		(10,943,990	)		(10,943,990	)
Balances, August 31, 2007		44,096,785			44,096			10,609,154			15,750		(11,808,819	)		(1,139,819	)
Net loss		-			-			-			-		(66,651	)		(66,651	)
Balances, August 31, 2008		44,096,785			44,096			10,609,154			15,750		(11,875,470	)		(1,206,470	)
Common stock issued for cash		1,600,000			1,600			14,400			-		-			16,000
Common stock issued for settlement of debt		14,000,000			14,000			126,000			-		-			140,000
Shares to be issued		-			-			30,000			-		-			30,000
Net loss		-			-			-			-		(154,585	)		(154,585	)
Balances, August 31, 2009		59,696,785			59,696			10,779,554			15,750		(12,030,055	)		(1,175,055	)
Common stock issued for cash received in December 2008 (Note 6)		4,000,000			4,000			6,000			-		-			10,000
Common stock issued for settlement of debt (Note 6)		3,350,000			3,350			30,150			-		-			33,500
Net loss		-			-			-			-		(135,294	)		(135,294	)
Balances, May 31, 2010		67,046,785			67,046			10,815,704			15,750		(12,165,349	)		(1,266,849	)

F - 4

De Beira Goldfields Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

1. Exploration Stage Company

The Company was incorporated in the State of Nevada on May 28, 2004. The Company is considered to be an Exploration Stage Company. The Company’s principal business is the acquisition and exploration of mineral resources.

Going concern and management’s plans:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception in May 2004, the Company has not generated revenue and has incurred net losses. The Company incurred a net loss of $135,294 for the nine months ended May 31, 2010, and a deficit accumulated during the exploration stage of $12,165,349 for the period from May 28, 2004 (inception) through May 31, 2010. Accordingly, it has not generated cash flow from operations and has primarily relied upon advances from shareholders and proceeds from equity financings to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

As a consequence of the Company’s withdrawal from the Minanca acquisition in Ecuador, the Colombian Projects (Titiribi and Acandi) and the Peruvian Projects (Condoroma and Suyckutambo) the Company has no mineral property interests as of the date of this report. Certain mineral property interests are presently being considered, but it is too early to say whether they may be considered appropriate for acquisition.

As of May 31, 2010, the Company had cash of $34,500. Management’s objective is to recapitalize the Company, raise new capital and seek new investment opportunities in the mineral sector. Management believes that its worldwide industry contacts will make it possible to find and assess new projects. There is no assurance that the Company will be able to consummate the contemplated capital raisings. In the event that the Company is unsuccessful in raising additional capital in a timely manner, it will have a material adverse affect on the Company’s liquidity, financial condition and business prospects.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

2. Summary of Significant Accounting Policies

a)	Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year-end is August 31.

b)	Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F - 5

De Beira Goldfields Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

c)	Basic and Diluted Net Income (Loss) Per Share

Basic earnings per share (‘EPS’) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and the if-converted method. In computing EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. There were no potential dilutive securities outstanding at May 31, 2010 or 2009.

d)	Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

e) Mineral Property and Exploration Costs

The Company has been in the exploration stage since its formation on May 28, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

f) Deferred Acquisition Costs

The Company capitalizes deposits paid during the acquisition of equity interests as deferred acquisition costs. Deferred acquisition costs are recorded at cost and are included in the purchase price of the equity interest once the acquisition has been consummated.

g) Financial Instruments

Financial instruments, which include cash, accounts payable, and loans and borrowings, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of amounts due to related parties is not practicable to estimate, due to the related party nature of the underlying transactions. The Company’s operations are located in Australia, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

h) Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, as well as net operating losses.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in the period in which the tax change occurs. A valuation allowance is provided to reduce the deferred tax assets to a level, that more likely than not, will be realized.

F - 6

De Beira Goldfields Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

h) Income Taxes (continued)

The Company files income tax returns in the U.S. federal jurisdiction and in the state of Nevada. Management does not believe there will be any material changes in the Company’s unrecognized tax positions over the next 12 months. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

i) Foreign Currency Translation and Transactions

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated into the United States dollar using the exchange rate prevailing at the balance sheet date. Foreign currency transactions are primarily undertaken in Australian dollars. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The effects of foreign currency translation and transactions were not significant during the periods presented.

j) Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentration of credit risk consist of cash. The Company’s cash is in demand deposit accounts placed with federally insured financial institutions in Australia. The Company has not experienced any losses on such accounts.

k) Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

The unaudited financial statements should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended August 31, 2009 which are included in the Company’s Annual Report on Form 10-K.

l) Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued a standard that established the FASB Accounting Standards Codification (“ASC”) and amended the hierarchy of U.S. GAAP such that the ASC became the single source of authoritative non-governmental U.S. GAAP. The ASC did not change current U.S. GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All previously existing accounting standard documents were superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates (“ASU”s). This standard did not have an impact on the Company’s results of operations or financial condition. However, references in the notes to the financial statements previously made to various former authoritative U.S. GAAP pronouncements have been changed to reflect the appropriate section of the ASC.

In May 2009, the FASB established general standards for accounting and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The pronouncement required the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. In February 2010, the FASB amended this standard whereby SEC filers, like the Company, are required by GAAP to evaluate subsequent events through the date its financial statements are issued, but are no longer required to disclose in the financial statements that the Company has done so or disclose the date through which subsequent events have been evaluated.

F - 7

De Beira Goldfields Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

3.	Deferred Acquisition Costs and Loan Advances

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

Under the terms of the acquisition agreement and pursuant to settlement of the acquisition, the Company was obligated to pay loan advances of $7,000,000 to Minanca as follows:

i.	$1,500,000 within 15 days of settlement of the acquisition transaction for upgrade expenditures on the Property (paid in full);

ii.	$400,000 by July 31, 2006 for upgrades to the Property (paid in full);

iii.	$1,375,000 by October 2, 2006 to be paid for existing debt owed by Minanca (paid in full); and

iv.	The balance of $3,725,000 for exploration expenditures on the Property to be paid equally over a period of 5 months beginning September 1, 2006 with the final payment due on January 1, 2007 (the total amount has been paid in full).

As of May 31, 2010 the loan advances equalled $6,100,000 ($1,000,000 was repaid during a previous financial year). Minanca is to undertake to grant a mortgage of all its assets to the Company as security against the loan advances noted above. Repayment of the loan advances rank in priority ahead of any dividend or distribution payments to shareholders of Minanca.

On December 9, 2007, the Company entered into an agreement with Emco to cancel the acquisition by De Beira of an 80% interest in Minanca. As a consequence, neither party has any further rights or obligations to each other, except that Minanca remains indebted to De Beira for an amount of $6,100,000 which it had agreed to repay as follows:

(i)

payment of US$250,000 to De Beira by close of business on December 14, 2007;

(ii)

payment of US$1,750,000 to De Beira within 21 days of the execution of the agreement; and

(iii)

payment of the remainder of the loan balance in accordance with the provisions of the June 2006 agreement (which provided for loan repayment from cash surpluses from the sale of mineral products) or as otherwise agreed between the parties.

As at the date of this report, no repayments have been made. The loan was fully reserved for in the financial statements during the year ended August 31, 2007, however management continues to seek recovery of all or part of the loan.

On June 16, 2006, the Company paid $400,000 as per the terms of the agreement and provided a loan advance of $100,000 to Minanca. Prior to August 31, 2007, the Company had recorded the $400,000 as deferred acquisition costs pending the final settlement of the agreement, however this amount was expensed to the income statement during the year ended August 31, 2007.

4. Related Party Transactions

The Company incurred management fees during the three and nine months ended May 31, 2010 of $13,472 and $40,269 ($11,007 and $31,514 for the three and nine months periods ended May 31, 2009) for services provided by the president of the Company. As of May 31, 2010 the Company has a liability of $31,411 for services provided by the president of the Company. The former president and director is owed $60,038 as of May 31, 2010.

Included in professional fees during the three and nine months ended May 31, 2010 are $7,768 and $21,605, respectively ($7,219 and $13,857 for the three and nine months ended May 31, 2009) for consulting fees for administration, office rent, accounting and company secretarial services provided by a company in which the president and former director are directors and shareholders. As of May 31, 2010, the Company has a liability of $107,749 owing for services provided under this agreement.

F - 8

De Beira Goldfields Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

In June 2007 the Company received loan proceeds of $93,650 from an entity associated with the Company’s president and chief executive officer. Interest was charged at 8% simple interest, the loan was unsecured and had no stated maturity date. The principal and a small portion of interest totalling $110,338 (AUD115,000) was repaid on May 29, 2008. This loan had an outstanding balance of $5,452 and accrued interest outstanding of $221 as of November 30, 2008. The balance of the loan totalling $5,673 was settled by the issue of shares to a third party on February 28, 2009.

In August 2007 the Company received loan proceeds totalling $105,068 from companies in which the president and chief executive officer is a director and shareholder. Interest is charged at 8% simple interest, is unsecured and has no stated maturity date. In May 2008 $67,193 was repaid. As of May 31, 2010, the outstanding loan balances are $45,431 and the loans have accrued interest outstanding of $14,249.

5. Mineral Properties

Titiribi Gold/Copper Project

The Company entered into an agreement with Goldplata Corporation Limited, Goldplata Resources Inc. and Goldplata Resources Sucursal Colombia (the “Goldplata Group”) dated May 6, 2006, whereby the Company was granted an option to acquire up to 70% interest in the Titiribi Gold/Copper project in Colombia, South America. The agreement allowed the Company to acquire an initial interest of 65% by sole funding $8 million in exploration expenditures within a 3 year period (the “Option Period”). The Option Period commenced on June 9, 2006. After acquiring 65% interest, the Company had 60 days to elect to sole fund further expenditures in order to acquire another 5%, giving it a total interest of 70%. The additional interest was to be acquired upon the earlier of completing a bankable feasibility study or spending a further $12 million, both within a period of no more than 3 years from the time of the election. The Company could not withdraw from the agreement after the start of the Option Period until it either incurred $1 million in exploration expenditures or paid $1 million to the Goldplata Group. Through August 31, 2008, $2,830,000 of exploration expenditures have been paid by the Company and recorded as mineral property and exploration costs on the statement of operations. No further payments were made during the year ended August 31, 2009 or up to the date of this report.

On January 11, 2008 the Company entered into an agreement with Australian publicly traded company, Windy Knob Resources Limited (“Windy Knob”) to assign its interests in the Titiribi Gold/Copper Project for cash proceeds of $1 million being reimbursement of exploration expenditures and 3,250,000 shares of common stock in Windy Knob. The terms of the agreement were as follows:

(i)

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

(ii)

payment of $540,000 to the Goldplata Group on behalf of De Beira to satisfy outstanding cash calls at the completion of due diligence by Windy Knob (this was paid in January 2008); and

(iii)

payment of $210,000 direct to De Beira at the completion of due diligence by Windy Knob (this was received on February 4, 2008).

In connection with this transaction, the Company recognized a gain of $1,376,288, during the year ended August 31, 2008 which is reported in other income. As noted above, $790,000 of this gain is offset within mineral property and exploration costs, as it was paid to the Goldplata Group by Windy Knob on behalf of the Company to secure the Company’s rights under the original agreement prior to the sale.

The 3,250,000 shares in Windy Knob were issued to the Company on April 16, 2008 and sold on May 23, 2008 for cash proceeds of $250,047. In connection with this sale, the Company recognized a realized loss of $126,182 during the year ended August 31, 2008. This prior year loss represented the difference between the fair value at the date the shares were issued to the Company and the date the shares were sold to a third party.

F - 9

De Beira Goldfields Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

b) Peruvian Gold / Silver Projects

On July 5, 2006, the Company entered into agreements with the Goldplata Group to acquire an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru. The Company was granted an option to acquire up to 70% interest in each of these two projects on identical terms. The agreements allowed the Company to acquire an initial interest of 65% by sole funding $4 million in exploration expenditures within a 3 year period (the “Option Period”). The Option Period commenced on August 4, 2006. After acquiring 65%, the Company had 60 days to elect to sole fund further expenditures in order to acquire another 5%, giving it a total interest of 70%. The additional interest was to be acquired upon the earlier of completing a bankable feasibility study or spending a further $6 million, both within a period of no more than 3 years from the time of the election. The Company could not withdraw from the agreement after the start of the Option Period until it either incurred $500,000 in exploration expenditures or paid $500,000 to the Goldplata Group. Through August 31, 2008, $1,110,000 of exploration expenditures have been paid by the Company on the Condoroma and Suyckutambo Projects and recorded as mineral property and exploration costs on the statement of operations. No further payments were made during the year ended August 31, 2009 or up to the date of this report.

In September 2007, De Beira decided to withdraw from the Condoroma and Suyckutambo Projects as it became apparent that De Beira and the permit holders, the Goldplata Group, had different philosophies about how the projects should be further explored and developed. De Beira favored a measured approach, with a focus on further exploration to maximize the resource potential whereas the Goldplata Group favored a short term development and production strategy.

c) Acandi Project

On October 19, 2006, the Company entered into a preliminary agreement in association with the Goldplata Group to earn an 80% interest in the Acandi copper / gold project in North East Colombia, near the Panama border, by sole funding exploration expenditures and making cash payments to the present beneficial holder of the project interest. Through August 31, 2008, $525,000 of exploration expenditures have been paid by the Company. No further payments were made during the year ended August 31, 2009 or up to the date of this report.

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

Stockholders’ Deficit

In October 2009, the Company issued 6,350,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for cash proceeds of $40,000 and the settlement of $23,500 in accrued liabilities and debt due to a related party.

In January 2010, the Company issued 1,000,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for the settlement of $10,000 in accrued liabilities and debt due to a related party.

Other Loans and Borrowings

In March and July 2007 the Company received loan proceeds of $240,000 and $500,000 respectively, from an unrelated third party. These loans are unsecured and bear a simple interest of 8% per annum with no fixed repayment date, but the understanding with the lender that the loans will be repaid from proceeds of future equity financings and/or the repayment of amounts lent to Minanca.

F - 10

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

THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF DE BEIRA GOLDFIELDS INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Uncertainties Relating To Forward-Looking Statements

This Form 10-Q Quarterly Report for the nine month period ended May 31, 2010 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding De Beira’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports De Beira files with the Securities and Exchange Commission.

The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this Form 10-Q Quarterly Report for the nine month period ended May 31, 2010, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.

All forward-looking statements are made as of the date of filing of this Form 10-Q and De Beira disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. De Beira may, from time to time, make oral forward-looking statements. De Beira strongly advises that the above paragraphs and the risk factors described in this Annual Report and in De Beira’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of De Beira to materially differ from those in the oral forward-looking statements. De Beira disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

Background

Since June 2006, De Beira has had its office at 30 Ledgar Road, Balcatta, Western Australia, 6021. The telephone number at this office is 011-61-89-240-2836. De Beira uses this office space under an arrangement whereby an entity related to the president and director of the Company provides office administration, accounting and corporate secretarial services to the Company for a fee based on time and hourly charge rates. De Beira maintains its statutory registered agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014.

De Beira is an exploration stage company engaged in the acquisition and exploration of mineral properties. De Beira’s plan of operations is to conduct mineral exploration activities on mineral properties in order to assess whether these claims possess commercially exploitable mineral deposits. De Beira’s exploration program will be designed to explore for commercially viable deposits of base and precious minerals, such as gold, silver, lead, barium, mercury, copper, and zinc minerals.

Page - 14

On June 15, 2006, De Beira entered into an agreement with Emco Corporation (“Emco”) to acquire an 80% interest in Minanca Minera Nanguipa, Compañía Anónima (“Minanca”), subject to certain conditions. Minanca owns certain mineral exploration property, including plant and equipment, in Ecuador, South America (the “Ecuador Property”). However, on December 9, 2007 De Beira entered into an agreement with Emco to cancel the previously executed acquisition agreement, as the Company concluded that it was not in its best interests to settle the acquisition.

De Beira has an authorized capital of 75,000,000 shares of common stock with a par value of $0.001 per share with 67,046,785 shares of common stock currently issued and outstanding. The Company is currently in the process of increasing its authorized capital to 500,000,000 shares of common stock.

De Beira has not been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of De Beira’s business.

Plan of Operation

Management’s objective is to recapitalize the Company, raise new capital and seek new investment opportunities in the mineral sector. De Beira will continue to identify and assess undervalued mineral properties when capital raisings are completed. A small number of interesting projects are presently being reviewed, but it is too early to say whether they may be considered appropriate for acquisition.

Results of Operations

De Beira has generated no operating revenues since its inception on May 28, 2004 through the nine months ended May 31, 2010. During the three and nine month period ended May 31, 2010, De Beira had interest income of $133 and $308, respectively, compared to $73 and $173 for the three and nine month period ended May 31, 2009.

Total expenses for the three and nine months ended May 31, 2010 were $46,477 and $135,602, respectively, compared to $39,958 and $92,541 for the three and nine months ended May 31, 2009. Expenses were higher in the three and nine month period ended May 31, 2010 than the three and nine month period ended May 31, 2009 due to management fees being invoiced in Australian dollars and the Australian dollar increasing in value against the United States dollar over the past year. In addition, professional fees were higher as a result of the filing of corporate filings with the SEC in an effort to get the Company’s SEC filings current.

Liquidity and Capital Resources

As of May 31, 2010, De Beira had cash of $34,500 and a working capital deficit of $1,266,849. During the nine months ended May 31, 2010, De Beira used cash of $38,107 in operating activities compared to $11,263 in the nine months ended May 31, 2009. As previously noted, De Beira is not generating revenues and accordingly has not generated any significant cash flows from operations. De Beira is uncertain as to when it will produce cash flows from operations that are required to meet operating and capital requirements and will require significant funding from external sources.

During the nine months ended May 31, 2010, no cash was used to repay any debt, however, $33,500 of related party debt was converted to common stock.

Page - 15

Contingencies and Commitments

De Beira has no contingencies or long-term commitments.

While De Beira has raised capital to meet its working capital and financing needs in the past, additional financing is required in order to fully complete its plan of operation and launch its business operations. De Beira is seeking financing in the form of equity in order to provide the necessary working capital. De Beira currently has no commitments for financing. There are no assurances De Beira will be successful in raising the funds required.

Off-Balance Sheet Arrangements

De Beira has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on De Beira’s financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, nor did De Beira have any non-consolidated, special-purpose entities during this quarter.

Inflation

Management does not believe that inflation will have a material impact on De Beira’s future business operations.

Recent Accounting Pronouncements

In June 2009, the FASB issued a standard that established the FASB Accounting Standards Codification (“ASC”) and amended the hierarchy of U.S. GAAP such that the ASC became the single source of authoritative non-governmental U.S. GAAP. The ASC did not change current U.S. GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All previously existing accounting standard documents were superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates (“ASU”s). This standard did not have an impact on the Company’s results of operations or financial condition. However, references in the notes to the financial statements previously made to various former authoritative U.S. GAAP pronouncements have been changed to reflect the appropriate section of the ASC.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

De Beira is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

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Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

Klaus Eckhof, De Beira’s Chief Executive Officer and Susmit Shah, De Beira’s Chief Financial Officer, have evaluated the effectiveness of De Beira’s disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, Mr. Eckhof and Mr. Shah have concluded that, as of the Evaluation Date, De Beira’s disclosure controls and procedures are not effective in alerting De Beira on a timely basis to material information required to be included in its reports filed or submitted under the Exchange Act, for the reasons listed in Item 9A of the Company’s Form 10-K filing for the year ended August 31, 2009.

While management strives to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. Management believes that this is typical in most exploration stage companies. De Beira may not be able to fully remediate the material weakness until we commence mining operations at which time management expects to employ more staff. Management will continue to monitor and address the costs and benefits of additional staffing.

Changes in Internal Controls over Financial Reporting

During the fiscal quarter covered by this report, there were no changes in De Beira’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, De Beira’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

De Beira is not a party to any pending legal proceedings and, to the best of De Beira’s knowledge, none of De Beira’s assets are the subject of any pending legal proceedings.

Item 1A. Risk Factors

De Beira is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

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

During the quarter of the fiscal year covered by this report, (i) De Beira did not modify the instruments defining the rights of its shareholders and (ii) no rights of any shareholders were limited or qualified by any other class of securities.

Item 3. Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of De Beira. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Page - 17

Item 4. (Removed and Reserved)

Item 5. Other Information.

During the quarter of the fiscal year covered by this report, De Beira reported all information that was required to be disclosed in a report on Form 8-K.

Item 6. Exhibits.

(a)	Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to De Beira’s previous filings with the SEC which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-51707 and SEC File Number 333-130264.

Exhibit	Description	Status

3.1	Articles of Incorporation of De Beira Goldfields Inc. filed as an Exhibit to De Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.	Filed
3.2	By-Laws of De Beira Goldfields Inc. filed as an Exhibit to De Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.	Filed
10.1	Management Agreement dated April 19, 2006 between De Beira Goldfields Inc. and Reg Gillard, filed as Exhibit 10.2 to De Beira’s Form 8-K (Current Report) filed on May 10, 2006 and incorporated herein by reference.	Filed
10.2	Letter of Understanding dated May 6, 2006 among De Beira Goldfields Inc., Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to De Beira’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated herein by reference.	Filed
10.3	Letter Agreement dated June 15, 2006 between De Beira Goldfields Inc. and Emco Corporation, filed as an Exhibit to De Beira’s Form 8-K (Current Report) filed on June 29, 2006 and incorporated herein by reference.	Filed
10.4	Share Sale Agreement dated July 10, 2006, between De Beira Goldfields Inc. and Emco Corporation Inc. S.A., filed as an Exhibit to De Beira’s Form 8-K (Current Report) filed on July 17, 2006, and incorporated herein by reference.	Filed
10.5	Heads of Agreement dated July 26, 2007 among De Beira Goldfields Inc., Goldplata Resources Peru S.A.C., Goldplata Resources Inc., Golplata Resources Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining International Corporation, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed
10.6	Letter Agreement dated December 6, 2007 among De Beira Goldfields Inc., Emco Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed
10.7	Deed dated January 11, 2008 among De Beira Goldfields Inc., Windy Knob Resources Limited, Goldplata Mining International Corporation, Goldplata Resources Inc., and Golplata Resources Sucursal-Colombia, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed
14.1	Financial Code of Ethics filed as an Exhibit to De Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.	Filed
31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Included
99.1	Disclosure Committee Charter, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, De Beira Goldfields Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.

DE BEIRA GOLDFIELDS INC.

Dated: July 15, 2010 By: /s/ Klaus Eckhof

Name: Klaus Eckhof

Title: President and CEO

(Principal Executive Officer)

Dated: July 15, 2010 By: /s/ Susmit Shah

Name: Susmit Shah

Title: CFO

(Principal Financial Officer)

Page - 19

Exhibit 31

Page - 20

DE BEIRA GOLDFIELDS INC.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Klaus Eckhof, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended May 31, 2010 of De Beira Goldfields Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 15, 2010

/s/ Klaus Eckhof

Klaus Eckhof

Chief Executive Officer

Page - 21

DE BEIRA GOLDFIELDS INC

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Susmit Shah, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended May 31, 2010 of De Beira Goldfields Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986.];

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’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 small business issuer’s internal control over financial reporting.

Date: July 15, 2010

/s/ Susmit Shah

Susmit Shah

Chief Financial Officer

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Exhibit 32

Page - 23

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of De Beira Goldfields Inc. (the “Company”) on Form 10-Q for the period ended May 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Klaus Eckhof, President, Chief Executive Officer of the Company and sole member of the Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:

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

(2) The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.

/s/ Klaus Eckhof

Klaus Eckhof

Chief Executive Officer

July 15, 2010

Page - 24

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of De Beira Goldfields Inc. (the “Company”) on Form 10-Q for the period ended May 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief Financial Officer, Treasurer, and Corporate Secretary of the Company, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:

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

(2) The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.

/s/ Susmit Shah

Susmit Shah

Chief Financial Officer

July 15, 2010

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