x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Suite 700, One Executive Plaza, 1816 Crowchild Trail N.W., Calgary, Alberta, Canada, T2M 3Y7
(Address of Principal Executive Offices including Zip Code)

(403) 313-8985
(Issuer's telephone number, including area code)

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

Securities registered under Section 12(g) of the Act: Common Stock, Par Value $0.0001.
(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15J(d) of the Exchange Act. ¨ ..

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 filed such reports), and (2) has been subject to such filing requirements for the past 90 days: ¨ YES ¨ NO.

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

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

The issuer's revenues for its most recent fiscal year: $Nil.

- 2 -

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and ask price of such common equity, as of April 12, 2007, was $40,968,302.

The number of shares outstanding of the issuer's common stock as of April 12, 2007 was 32,637,176.

Transitional Small Business Disclosure Format: ¨ YES  x NO.

__________

__________

- 2 -

In this document: (i) the terms "we", "us", "our", the "Company" and "FinMetal" refer to FinMetal Mining Ltd. and our subsidiaries, unless the context otherwise requires; (ii) references to "FinMetal OY" mean FinMetal Mining OY, a wholly-owned subsidiary of the Company, and its subsidiaries; and (iii) "€" refers to Euros and "$" refers to United States dollars.

We were incorporated on September 5, 1997 under the laws of the State of Nevada. On January 7, 2005, we completed a one new for six old reverse stock split of our shares of common stock. On March 9, 2006, we completed a one new for 100 old reverse stock split of our shares of common stock. On June 13, 2006, we completed an eight new for one old forward stock split of our shares of common stock. These reverse and forward stock splits are reflected in this Annual Report. On November 27, 2006, we acquired FinMetal OY. Our authorized capital is 100,000,000 common shares with a par value of $0.00001 per share and our shares trade on the OTC Bulletin Board and the Pink Sheets.

We are an exploration stage company engaged in the assessment, acquisition and exploration of mineral properties.

We did not have any operations prior to the acquisition of our wholly-owned subsidiary, FinMetal OY, a corporation organized under the laws of Finland, on November 27, 2006. We acquired all of the outstanding shares of FinMetal OY in consideration for the issuance to the shareholder of FinMetal OY of 1,000,000 of our shares of common stock and a payment of €200,000 in cash.

FinMetal OY owns the option to acquire a 100% interest in four mineral properties located in Finland, and better known as the Petrovaara, Poskijärvi-Kokka, Rautavaara and Tainiovaara properties, along with all existing property data. Under the terms of the option, we are required to make payments of €1.0 million in respect of each property over a period of four years. The option payments are to be made annually in respect of each property at the beginning of each year as follows: (i) €100,000 in the first year (a total of €400,000 has been paid); (ii) €100,000 in the second year; (iii) €300,000 in the third year; and (iv) €500,000 in the fourth year; for a total of €4.0 million if all four of the properties are acquired fully. Also, we must satisfy a work commitment of €1.0 million in respect of each property, of which 25% must be conducted annually. None of this work commitment has been spent to date. All properties are subject to a 2% net smelter royalty in favour of the original vendors of FinMetal OY.

The company is developing it's 2007 exploration program on these properties. FinMetal intends to use modern geophysics to better define drill targets. Techniques used will likely include detailed magnetometry, airborne and down-hole electromagnetometry and high-quality interpretation with a large amount of emphasis on structural geology.

FinMetal's proposed exploration program is based upon the expectation that exploration at deeper levels, to depths of up to 1000m, may lead to the discovery of extensions to the known nickel mineralization in several of the prospects. Technical information on the properties include data obtained largely from the Government run Finnish Geological Society and from claim reports filed by Outokumpu Oy. As far as can be determined, grades reported are expressed only as sulphide not total metal. They do not include nickel and copper contained in the silicate rock-forming minerals. This should be taken into account when comparing FinMetal prospect grades with those of other reported deposits where grade may include nickel contained in rock-forming minerals and not metallurgically recoverable.

- 3 -

In addition our management is seeking other potential mining opportunities, mainly in Finland, for acquisition and/or development.

We have incurred significant losses since inception. As at December 31, 2006, we had cash of $1,648,814 and working capital of $1,576,715. We anticipate that we have sufficient working capital to pursue our business plans for the next 12 months. We will require additional capital to pursue our business plans going forward. We anticipate raising additional financing through the sale of equity securities, although there can be no assurance that such funding will be available. In the event that future equity financing cannot be raised or negotiations for funding are not successful, our plan of operations may be curtailed or abandoned. There can be no assurance that we will be able to successfully raise the capital required, in the amounts required or upon terms acceptable to the Company.

On January 23, 2007, we entered into a letter agreement (the "Letter Agreement") with Ab Apofas OY ("Apofas"), pursuant to which Apofas granted to us the sole and exclusive option (the "Option") to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in and to five mineral property concession registration interest assets known as the Poronmannikko and Sarkiahonkangas gold prospects, which are located in northern Finland (collectively, the "Apofas Properties").

Under the terms of the Letter Agreement, and in order to exercise its Option to acquire the Apofas Properties, the Company is required to make the following non-refundable cash payments to Apofas totalling €1.0 million in the following manner: (i) the first payment of €150,000 is due on or before April 1, 2007 (paid); (ii) the 2^nd payment of €150,000 is due on or before April 1, 2008; (iii) the 3^rd payment of €300,000 is due on or before April 1, 2009; and (iv) the final payment of €400,000 is due on or before April 1, 2010.

The Letter Agreement was subject to the following conditions precedent prior to the Company's decision to make the first cash payment thereunder: (a) the completion by the Company of a thorough due diligence investigation in respect of Apofas and the Apofas Properties interests prior to April 1, 2007 (which has been completed); and (b) the execution of a definitive agreement and related documentation in order to evidence the Option prior to the end of the due diligence period, which has been deferred by agreement). Apofas was notified prior to April 1, 2007 that we would be proceeding with the first option payment. The first payment of €150,000 has been made and accepted by Apofas OY.

On February 6, 2006, we entered into a share purchase agreement with Magnus Minerals OY ("Magnus"), a private Finnish company, and the shareholders of Magnus, pursuant to which we agreed to acquire all of the issued and outstanding shares of Magnus over a two-year period. Effective March 31, 2007, the agreement was terminated and we have no remaining obligations to Magnus or its shareholders under the subject share purchase agreement.

- 4 -

There is aggressive competition within the minerals industry to discover and acquire claims considered to have mineralization potential. Many of our competitors are larger than we are, have longer operating histories, more experienced management and greater financial resources and market strengths. In addition, we compete with others in efforts to obtain financing to explore mineral properties. There is no assurance that we can compete effectively with these companies. If we are unable to compete effectively with these companies, our business would be materially adversely affected.

Our properties are affected in varying degrees by government regulations relating, among other things, to the acquisition of land, pollution control and environmental protection, land reclamation, safety and production. Changes in any of these regulations or in the application of existing regulations are beyond our control and may adversely affect our operations. Failure to comply with the conditions set out in any permit or failure to comply with applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment. We may be required to compensate those suffering loss or damage by reason of our activities. The effect of these regulations cannot be accurately predicted.

We currently have no employees other than our executive officers.

We own all of the outstanding shares of FinMetal OY.

Our common shares must be considered a speculative investment. Readers should carefully consider the risks described below before deciding whether to invest in shares of our common stock. If we do not successfully address the risks described below, there could be a material adverse effect on our business, financial condition or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure any investor that we will successfully address these risks.

None of our officers or directors is employed full time by the Company. The management and growth of the company depends on the continued involvement of our management team, none of whom are employed full time. Should any of our management resign we might not be able to replace them. We do not have employment agreements in place with any of our officers nor do we carry key-person insurance. All of our officers have other business interest, which results in them devoting only half of their time to the business of the company. A conflict of interest between our officers' other business interests and us could be detrimental to us.

We have a limited history of operations making it difficult to evaluate our current value and chance of success. We only recently acquired our acquire exploration properties. We have a limited history of operations and there is no guarantee that we will acquire any further exploration interests. Our limited history makes it difficult to evaluate the current value of our shares and our chances of success in the future leading to volatility in the value of your investment.

- 5 -

We have limited financial resources and will have to raise additional funds to continue and expand our business. There can be no certainty that market conditions will enable us to raise the funds required. Failure to do so will result in the failure of our business. As at December 31, 2006, we had $1,576,715 in working capital. Our anticipated expenditures for the next 12 months are approximately $2,500,000.

We presently do not have sufficient capital to satisfy the expected expenditures, have no revenues and will rely principally on the issuance of common shares to raise funds to finance the expenditures that are expected to be incurred during the next 12 months. There is no assurance that market conditions will enable us to raise funds when required, and any additional equity financing will likely be dilutive to existing shareholders. Should we fail to raise additional funds, we will be unable to carry out our plan of operations.

Based upon our financial position our auditor has expressed doubt about our ability to continue as a going concern. We will be unable to continue as a going concern if we are unable to earn sufficient revenues from operations or to raise additional capital through debt or equity financings to meet our future capital obligations. As of December 31, 2006 we have working capital of $1,576,715, sufficient to finance our current capital requirements until July 1, 2007. If we do not raise the capital required to carry out our plan of operations after June 30, 2007, we may be unable to continue as a going concern and you may lose your entire investment.

The mineral exploration is very competitive and we may not be able to effectively compete with other companies in bidding for and securing property interests resulting in a high risk of failure for our company. We are in competition with other companies with greater financial resources and expertise in bidding for the acquisition of mineral property interests from various state authorities and permit holders, in purchasing or leasing equipment necessary to explore for minerals and in obtaining the services of personnel in the exploration for minerals. Our inability to compete raises the risk that we will be unable to secure material property interests and carry out our plan of operations.

There is no assurance that we will discover any minerals. Failure to discover minerals will make it difficult for us to remain as a going concern. We have no known reserves on any of our properties and there is no assurance that commercial quantities of any minerals will be discovered. In addition, even if minerals are discovered, the costs of extraction to market may render any deposit found uneconomic. If we do not find minerals reserves or if we cannot develop reserves, either because we do not have sufficient capital to do so or the costs of extraction are uneconomical, we will have to cease operations and investors who have purchased shares may lose their investment.

Geological conditions are variable and unpredictable and heighten exploration risk. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing properties. Even if production is commenced, the production will inevitably decline and may be affected or terminated by changes in geological conditions that cannot be foreseen or remedied. A change in geological conditions may render a discovery uneconomic.

- 6 -

The marketing and sale of mineral products is subject to government regulation that may impair our ability to sell minerals or limit the prices available. Even if we make discoveries in commercial quantities, development of a discovery may take a number of years and financial conditions at that time cannot be predicted. The availability of products sold, or to be sold, may be restricted or rendered unavailable due to factors beyond our control, such as change in laws in the jurisdictions in which we may be operating, changes in the source of supply in foreign countries and prohibition on use due to testing and licensing requirements.

The price for commodities is volatile and determined by factors beyond our control. Prices for minerals may fluctuate widely from time to time depending on international demand, production and other factors that cannot be foreseen. A decline in price may render a discovery uneconomic.

Failure to meet the prescribed terms and conditions of any required permit for the exploration of our properties may result in the loss or abandonment of the permit. The terms and conditions of any required permit or license granting us, directly or indirectly, the right to explore for and develop minerals may prescribe a work program and the date or dates before which such work program must be satisfied. Varying circumstances, including our financial resources, availability of required equipment, and other matters, may result in the failure to satisfy the terms and conditions of a permit or license and result in the complete loss of the interest in the permit or license.

We are subject to numerous local laws and regulations that are subject to change, including tax and land title claims. Any material change could have an adverse effect on our business and our ability to operate. There is no assurance that governmental regulation will not vary, including regulations relating to prices, royalties, allowable production, environmental matters, import and export of minerals and protection of water resources and agricultural lands. We will be subject to numerous governmental regulations that relate directly and indirectly to our operations including but not limited to title, production, marketing and sale of minerals, taxation, and environmental matters. There is no assurance that the laws relating to the ownership of mineral property interests and the operation of our business in the jurisdiction in which we operate will not change in a manner that may materially and adversely affect our business.

We presently do not carry liability or title insurance and do not plan to secure any in the future. The lack of insurance makes us vulnerable to excessive potential claims and loss of title. We do not maintain insurance against public liability, environmental risks or title. The possibility exists that title to future prospective properties may be lost due to an omission in the claim of title and any claims against us may result in liabilities we will not be able to afford resulting in the failure of the business and the complete loss of your investment.

Our business will be subject to laws that control the discharge of materials into the environment and we may be liable for environmental damages. The laws relating to the protection of the environment have become more stringent and may expose us to liability for the conduct of, or conditions caused by others or for our actions that were in compliance with all applicable laws at the time such acts were performed. The application of these requirements or the adoption of new requirements could have a material adverse effect on our business.

We conduct our business in Euros, the value of which fluctuates against the U.S. currency. An appreciation in the Euro against the US dollar may have adverse effects on our business. We hold cash reserves in US dollars but are incurring a significant proportion of our expenses in Euros. An increase in value of the Euro versus the US dollar would have a detrimental effect on our results of operations as expenses incurred would, in turn, increase in US dollars. While certain fluctuation can be expected to continue there can be no assurance that the exchange rate will stabilize at current rates.

- 7 -

Our common shares are quoted through the facilities of the OTC Bulletin Board and the Pink Sheets. The price of our common shares is very volatile and thinly traded making the sale of shares very difficult. There can be no assurance that a stable market for our common shares will ever develop or, if it should develop, be sustained. It should be assumed that the market for our common shares will continue to be highly illiquid, sporadic and volatile and shareholders may not be able to sell their shares in the public market. These securities should not be purchased by anyone who cannot afford the loss of the entire investment.

We may issue more shares of common stock, which would dilute the value of the common stock held by our current shareholders. Our Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock and we currently have 32,637,176 (on December 31, 2006.) and 32,637,176 (on April 12, 2007). We will likely issue additional shares to acquire further capital in order to carry out our intended operations or expand current operations, or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of our outstanding common shares. If we do issue any additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all other shareholders and may result in a change of control.

We have no history of earnings and there is no assurance that if we do that dividends will be declared. We have no history of earnings and there is no assurance that our business will be profitable and, even if profitable, there is no assurance that our board of directors will declare dividends on our common shares.

Broker-dealers may be discouraged from effecting transactions in our shares of common stock because they are considered penny stock and are subject to the penny stock rules. The Securities and Exchange Commission (the "SEC") has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 per share. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements often have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules. Our common stock is currently subject to the penny stock rules, and accordingly, investors may find it difficult to sell their shares, if at all.

Our mineral properties are described under Item 1 - Description of Business.

We maintain a principal executive office at Suite 700, One Executive Place, 1816 Crowchild Trail N.W., Calgary, Alberta, Canada, T2M 3Y7.

We are not a party to any material legal proceedings and, to our knowledge, no such proceedings are contemplated or threatened.

- 8 -

There were no matters submitted to a vote of our shareholders in the last fiscal quarter of 2006.

Our shares trade on the OTC Bulletin Board and the Pink Sheets under the symbol "FNMM". The following provides a summary of our trading history for the periods indicated on the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

There are no restrictions in our Articles of Incorporation or Bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

- 9 -

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

(1)       On December 8, 2006, we issued 5,599,000 warrants to acquire the same number of shares of our common stock, exercisable at $1.00 per share until December 8, 2007.

(2)       On November 30, 2006, we granted 1,950,000 restricted shares at a deemed price of $1.24 to officers of the Company. Of these shares, 50% vest on January 1, 2008 and the balance on January 1, 2009.

On November 27, 2006, we issued 1,000,000 shares of our common stock at a deemed price of $1.28 per share in connection with the acquisition of all of the outstanding shares of FinMetal OY. We issued the shares pursuant to Rule 903 of Regulation S under the Securities Act in an "offshore transaction" within the meaning of Regulation S based upon representations and warranties of the purchasers. Each purchaser represented to us that it is not a "U.S. Person", as that term is defined in Regulation S of the Securities Act, and that the purchase agreement was negotiated and executed outside of the United States.

- 10 -

During the past three years we have had limited operations. During the fiscal year ended December 31, 2006, we changed our operational focus to the acquisition and exploration of mineral properties. We have not earned any revenues from operations to date. We currently have limited property interests and none of our properties have any known reserves. We have used cash primarily in connection with the acquisition of property interests and organizational activities.

We have incurred significant losses since inception. As at December 31, 2006, we had cash of $1,648,814 and working capital of $1,576,715. We anticipate that we have sufficient working capital to pursue our business plans for the next 12 months. We will require additional capital to pursue our business plans going forward. We anticipate raising additional financing through the sale of equity securities, although there can be no assurance that such funding will be available. In the event that future equity financing cannot be raised, our plan of operations may be curtailed or abandoned. There can be no assurance that we will be able to successfully raise the capital required, in the amounts required or upon terms acceptable to the Company.

Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Our plan of operations for the next twelve months is to:

• develop our 2007-2008 exploration program on our optioned properties. FinMetal intends to use modern geophysics to better define drill targets. Techniques used will likely include detailed magnetometry, airborne and down-hole electromagnetometry and high-quality interpretation with a large amount of emphasis on structural geology;
• our proposed exploration program will be based upon the expectation that exploration at deeper levels, to depths of up to 1000m, may lead to the discovery of extensions to the known nickel mineralization in several of the prospects;
• review and utilize technical information on the properties include data obtained largely from the Government run Finnish Geological Society and from claim reports filed by Outokumpu Oy; and
• seek other potential mining opportunities, mainly in Finland, for acquisition and/or development.

If we are successful in securing exploration interests we will be obligated to complete proposed work programs to maintain our interests in good standing. There can be no certainty as to the costs of the future work programs, however, we will require additional funds to discharge our exploration obligations. We do not have sufficient capital to satisfy all of our proposed future expenditures and we will rely principally on the issuance of common stock to raise funds to finance the expenditures that we expect to incur should we secure exploration interests. Failure to raise additional funds will result in our failure to meet our obligations and we may be required to relinquish our interest in any permit acquired. We have relied principally on the issuance of common stock in private placements to raise funds to support our business but there can be no assurance that we will be successful in raising additional funds through the issuance of additional equity.

- 11 -

We propose to raise additional financing through the sale of equity securities during the next fiscal year, although there can be no assurance that such funding will be available. In the event that future equity financing cannot be raised or negotiations for joint venture funding are not successful, our activities may be curtailed and this may adversely affect our ability to carry out any acquisitions of suitable mineral property interests.

We believe our existing cash balances are not sufficient to carry out our normal operations for the next 6 months and additional cash is required for administrative costs and the acquisition of suitable mineral interests or any other business opportunity. To the extent that we require additional funds to support our operations or the expansion of our business, we may sell additional equity or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, when required, will be available to our company or on acceptable terms.

We do not expect any significant purchases of plant and equipment or any increase in the number of employees in the near future.

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

The following audited consolidated financial statements of the Company are included in this annual report:

• Report of Independent Registered Public Accounting Firm;
• Consolidated Balance Sheets as at December 31, 2006 and 2005;
• Consolidated Statements of Operations for the years ended December 31, 2006 and 2005 and for the period from inception (September 5, 1997) to December 31, 2006;
• Consolidated Statements of Stockholders' Equity for the period from inception (September 5, 1997) to December 31, 2006;
• Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005 and for the period from inception (September 5, 1997) to December 31, 2006; and
• Notes to Financial Statements.

None.

- 12 -

We evaluate the effectiveness of our disclosure controls and procedures as of the end of the 2006 fiscal year. This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Based upon their evaluation of our controls, our chief executive officer and chief financial officer have concluded that, subject to the limitations noted above, our disclosure controls are effective in providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the fourth quarter of fiscal 2006 that have materially affected, or are reasonably likely to materially affect our internal controls.

None.

The names, municipality of residence, age and position held by our directors and executive officers are as follows:

- 13 -

All directors have a term of office expiring at out next annual general meeting, unless they resign or are removed earlier in accordance with our bylaws. All officers serve at the discretion of our board of directors.

Kenneth Phillippe - Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer. Mr. Phillippe is a Chartered Accountant with over 25 years experience working with public companies in the capacities of Director, Officer, Financial Advisor, or Consultant. Mr. Phillippe obtained a Bachelor of Commerce degree from the University of British Columbia in 1976. He articled with Thorne Riddell (now KPMG) and obtained his professional accounting designation in 1981. In 1982 Mr. Phillippe established his own accounting practice. Between February 2000 and August 2005 he served in various positions including director, officer and chair of the audit committee of MDX Medical Inc., a Vancouver based medical device company. Between January to December 2006 Mr. Phillippe served as chief financial officer of Columbia Goldfields Ltd., a junior gold mining company which successfully raised in excess of US$15 million during it's first year of operations. Since March 2006 Mr. Phillippe has served as CFO of Exchequer Resource Corp. (TSX-V).

- 14 -

Peter Löfberg - President and a director. Mr. Löfberg is the founding chairman and CEO of FinMetal Mining Oy, a private Finnish based exploration and development mining company which owns options to acquire four advanced gold and nickel projects in Finland. On November 28th, 2006, FinMetal Mining Ltd. announced the closing of its purchase of FinMetal Mining Oy and the appointment of Mr. Löfberg as its new President and a member of its Board of Directors. A senior executive with an extensive background in chemicals, engineering and corporate management, he served until recently as a managing director at Ligno Tech OY(Finland), a member of Borregaard group where he helped supervise the chemical division for global markets, importing raw material form Russia, and exporting to 50 countries. Borregaard LignoTech is the world's leading supplier of lignin based products with 12 plants and a global sales network in Europe, America, Asia and Africa. Prior to his experience at Borregaard, Mr. Löfberg served as a management consultant at Ab Apofas Oy and from 1988-1990 as a regional manager for the engineering company Insinööritoimisto Kupari Oy. In the mid 1980s and the 1970s, Mr. Löfberg held management positions with such engineering and manufacturing firms as Air-Ix Oy, Artekno Oy and Hämeen Peruna Oy. Mr. Löfberg record of professional and civic volunteerism is nearly as extensive as his professional resume. From 2003, he has held the position of Chairman for the energy company of the City of Tampere. He has also served as a member of the Tampere City environmental committee, and as a member of the Tampere city council. From 1986-1988 he was Chairman of the Board for The Central Union of University Engineers and Architects (KAL) and prior to that was a member of the Association of Finnish Forest Industry.

We have no significant employees other than our executive officers.

None of our directors or officers are related to one another.

- 15 -

None of our directors, executive officers and control persons have been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment or decision has not been reversed, suspended, or vacated.

Section 16(a) of the United States Securities and Exchange Act of 1934, as amended (the "Exchange Act") requires officers, directors and persons who own more than ten percent of a registered class of a company's equity securities to file initial reports of beneficial ownership and to report changes in ownership of those securities with the SEC. They are also required to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on our review of these reports or written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2006 and during the current fiscal year, all filing requirements applicable to our officers, directors, greater-than-ten-percent beneficial owners and other persons subject to Section 16(a) of the Exchange Act were met; except that Mr. Phillippe, Mr. Löfberg, Mr. Horn and Mr. Civelli inadvertently did not file the required Form 3s in a timely manner.

We have an Audit Committee that operates pursuant to an Audit Committee Charter adopted by our Board of Directors. Our Audit Committee is comprised of all of our directors. A copy of our Audit Committee Charter is filed as an exhibit to our annual report on Form 10-KSB for the year ended December 31, 2005. Our Audit Committee is responsible for: (i) the selection and oversight of our independent accountant; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside auditory and any outside advisors engagement by the Audit Committee.

- 16 -

We have adopted a corporate Code of Ethics that applies to our Chief Executive Officer and our Chief Financial Officer. A copy of the Code of Ethics is filed as an exhibit to our annual report on Form 10-KSB for the year ended December 31, 2005. We believe that our Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Upon written request directed to our corporate executive office, we will deliver to any person free of charge a copy of such code of ethics.

The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers that earned more than $100,000 in 2006 (the "Named Executive Officers"):

(1)     Mr. Fink was our Chief Executive Officer until September of 2006.

(2)     Mr. Hunter was appointed our Chief Executive Officer in September of 2006.

(3)     Consulting fees for services provided and to be provided to our company.

None of our directors have received monetary compensation since our incorporation to the date of this Annual Report in their capacity as directors of our company. We currently do not pay any compensation to our directors for being directors of the company.

We have not granted any options to acquire our shares to date.

We do not have any long-term incentive plans.

We do not have any employment agreements.

- 17 -

Pursuant to the company's Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

We are authorized to issue 100,000,000 common shares with a par value of $0.00001 per share of which 32,637,176 shares are issued and outstanding as of April 12, 2007.

The following table sets forth, as of April 12, 2007, the beneficial shareholdings of persons or entities holding five per cent or more of our common stock, each director, each of our officers and all of our directors and officers as a group. To our knowledge, each person has sole voting and investment power with respect to the shares of common stock shown.

- 18 -

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

To our knowledge, there are no arrangements that may result in a change of control of our Company.

On March 1, 2005 we entered into an agreement with International Resource Management Corp. ("IRM") pursuant to which we repurchased 80,000 of our common shares for $1,000. The purchase of the 80,000 shares of our common shares from IRM was an arm's length transaction priced at $0.0125 per share. The business rationale behind the purchase was to increase the book value per share for the remaining shareholders of our company. The shares were cancelled and returned to treasury. At the time of the purchase IRM owned 23.7% of our outstanding common shares.

During the year ended December 31, 2006 the Company:

• paid $32,000 (2005: $18,000) to Cameron Fink ($12,000 - 2006; $18,000 - 2005) and Arne Raabe ( $ 20,000 - 2006) for consulting and management fees to former directors and officers of the Company;
• paid $42,666 (2005: $Nil) to Daniel Hunter ($23,850), Kenneth Phillippe ($6,360), Peter Lofberg ($6,580), (Robert A. Horn ($5,000) and Robert Van Tassell ($876) for consulting and management fees to current officers and directors of the Company;
• paid $47,520 (2005-Nil) for consulting fees to a company ( AB Apofas OY) controlled by (Peter Lofberg) an officer and director
• credited $Nil (2005: $8,200) to additional paid-in capital as donated consulting services by Rory O'Byrne ($2,200) and Cameron Fink ($6,000), who are former officers and directors of the Company; and
• credited $24,000 to revenues as extinguishments of debts to Cameron Fink, who was a former officer and director of the Company.

- 19 -

We did not have any mining operations prior to the acquisition of our wholly-owned subsidiary, FinMetal OY, on November 27, 2006. We acquired all of the outstanding shares of FinMetal OY in consideration for the issuance to the shareholder of FinMetal OY of 1,000,000 of our shares of common stock and a payment of €200,000 in cash. Our current President, Peter Löfberg, was a shareholder of FinMetal OY. As a consequence of the acquisition of FinMetal OY Mr. Löfberg became a director and officer of our company.

On November 30, 2006, we granted and issued 1,950,000 restricted shares, at a deemed issuance price of $1.24 per share, to two of our officers; that being to Daniel Hunter, our Chairman, Chief Executive Officer, Principal Executive Officer and a director, as to 1,500,000 of such shares, and to Kenneth Phillippe, our Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer, as to the remaining 450,000 such shares. The release and vesting of such shares to these officers takes place as to 50% of such shares on each of January 1, 2008 and January 1, 2009, respectively. Such shares, which represent stock-based compensation, were issued for the ongoing provision of services to be provided by such officers to our company.

On January 23, 2007, we entered into a Letter Agreement with Apofas pursuant to which Apofas granted to us the sole and exclusive Option to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in and to five mineral property concession registration interest assets known as the Apofas Properties. Our current President, Peter Löfberg, is a shareholder of Apofas.

On February 6, 2006, we entered into a share purchase agreement with Magnus and the shareholders of Magnus pursuant to which we had agreed to acquire all of the issued and outstanding shares of Magnus over a two-year period. Effective March 31, 2007, the agreement was terminated and we have no remaining obligations to Magnus or its shareholders under the subject share purchase agreement. Our current President, Peter Löfberg, is a shareholder of Magnus.

Over the past five years, our only promoter has been Cameron Fink, a former director and officer of the Company.

- 20 -

(1)     Filed with our Quarterly Report on Form 10-QSB as filed with the SEC on March 14 and May 18, 2005.
(2)     Filed with our Current Report on Form 8-K filed as filed with the SEC on November 30, 2006.
(3)     Filed with our Current Report on Form 8-K filed as filed with the SEC on January 26, 2007.
(4)     Filed with our Annual Report on Form 10-KSB as filed with the SEC for the year ended December 31, 2005.

Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

We did not pay any fees to our auditors for professional services for tax compliance, tax advice, and tax planning for the years ended December 31, 2006 and 2005.

We did not pay any fees to our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting in the years ended December 31, 2006 and 2005.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, we may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years.

__________

- 21 -