DEEAS RESOURCES INC. (Form: SB-2, Received: 12/12/2006 15:20:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DEEAS RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		1040		98-0493446
State or jurisdiction of inception or organization		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

6348, 49th Avenue, Ladner, British Columbia, V4K 5A1 Telephone: 604-808-6211

(Address and telephone number of registrant’s principal executive offices)

Clark Wilson LLP

Bernard Pinsky, Esq.
Suite 800 - 885 West Georgia Street,
Vancouver, British Columbia, Canada V6C 3H1
Telephone: 604-687-5700
Fax: 604.687.6314

(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price (US$)	Amount of registration fee ⁽²⁾
Common Stock to be offered for resale by selling shareholders	676,000 ⁽¹⁾	$0.20 ⁽²⁾	$135,200.00 ⁽²⁾	$15.00
Total			$135,200.00	$15.00

⁽¹⁾ An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

⁽²⁾ Estimated in accordance with Rule 457(g) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

PROSPECTUS

Subject to Completion

_____, 2006

DEEAS RESOURCES, INC.

A NEVADA CORPORATION

676,000 SHARES OF COMMON STOCK OF DEEAS RESOURCES, INC.

_________________________________

The prospectus relates to the resale to the public by certain selling shareholders of Deeas Resources, Inc. of up to 676,000 shares of our common stock. There is currently no market for the securities being offered and no national securities exchange or the NASDAQ Stock Market lists the securities being offered.

The selling stockholders may sell their shares of our common stock at a price of $0.20 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is not now, nor has ever been, traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. The purchaser in this offering may be receiving an illiquid security.

We will not receive any proceeds from the resale of shares of our common stock by the selling shareholders. We will incur all costs associated with this registration statement and prospectus.

The selling shareholders may be deemed to be “underwriters,” as such term is defined in the Securities Act.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 2 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is _____, 2006.

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

	PAGE NUMBER
PROSPECTUS SUMMARY	1
RISK FACTORS	2
RISK RELATED TO THIS OFFERING	2
RISKS RELATED TO OUR BUSINESS	3
RISKS ASSOCIATED WITH OUR COMPANY	4
RISKS ASSOCIATED WITH OUR COMMON STOCK	6
FORWARD-LOOKING STATEMENTS	7
SECURITIES AND EXCHANGE COMMISSION’S PUBLIC REFERENCE	7
THE OFFERING	8
DETERMINATION OF OFFERING PRICE	8
USE OF PROCEEDS	8
DIVIDEND POLICY	8
SELLING SHAREHOLDERS	8
PLAN OF DISTRIBUTION	10
TRANSFER AGENT AND REGISTRAR	12
LEGAL PROCEEDINGS	12
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	14
DESCRIPTION OF SECURITIES	14
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
INTEREST OF NAMED EXPERTS AND COUNSEL	15
EXPERTS	15
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	15
DESCRIPTION OF PROPERTY	15
DESCRIPTION OF BUSINESS	16
MANAGEMENT’S DISCUSSION AND ANALYSIS	19
PLAN OF OPERATION	19
APPLICATION OF CRITICAL ACCOUNTING POLICIES	22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	23
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	23
EXECUTIVE COMPENSATION	24
REPORTS TO SHAREHOLDERS	25
WHERE YOU CAN FIND MORE INFORMATION	25
FINANCIAL STATEMENTS	26

As used in this prospectus, the terms “we”, “us”, “our”, “Deeas” and “Deeas Resources” mean Deeas Resources, Inc. or our wholly-owned subsidiary, 0758372 BC Ltd., unless otherwise indicated.

All dollar amounts refer to U.S. dollars unless otherwise indicated.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is a summary, it may not contain all of the information that you should consider before receiving a distribution of our common stock. You should read this entire prospectus carefully. We are an exploration stage company that has only recently begun operations. We have not generated any revenues from our intended business activities, and we do not expect to generate revenues in the near future. We may never generate revenues. We have minimal assets and have incurred losses since inception.

Our Business

We were incorporated in the State of Nevada on April 7, 2006 (date of inception). We are an exploration stage company engaged in the acquisition, exploration and exploitation of mineral resource properties. Our wholly-owned subsidiary, 0758372 BC Ltd., was incorporated under the laws of British Columbia, Canada on May 23, 2006.

Through 0758372 BC Ltd., we currently own a 100% interest in two (2) mining claims, collectively known as the Treg-Rouchon property, located in British Columbia, Canada. Our rights in the Treg-Rouchon property are limited to the exploration and exploitation of gold placer on the properties.

Our principal executive offices are located at 6348, 49th Avenue, Ladner, British Columbia, V4K 5A1. Our telephone number is (604) 808-6211. The name of our transfer agent and registrar of our common stock is Empire Stock Transfer. Their address is 2470 St. Rose Pkwy, Suite 304, Henderson Nevada, 89074. Their telephone number is (702) 818-5898.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report, dated September 29, 2006, on our audited financial statements for the period ended August 31, 2006 our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Number of Shares Being Offered

The selling shareholders named in this prospectus are offering for resale up to 676,000 shares of our common stock to the public by means of this prospectus. The 676,000 shares of common stock were issued to the selling shareholders in private placement transactions pursuant to exemption S from the registration requirements of the Securities Act of 1933. All of the stock owned by the selling shareholders will be registered by the registration statement of which this prospectus forms a part. The selling shareholders may sell some or all of their shares immediately after they are registered. However, the selling shareholders do not intend to sell their shares before the shares of our common stock are quoted on the Over-the-Counter Bulletin Board. Until our shares of common stock are quoted on the Over-the-Counter Bulletin Board, the selling shareholders may from time to time sell their shares, at the registered price of $0.20, by themselves or through pledgees, donees, transferees, successors in interest, brokers, dealers or underwriters. Brokers, dealers or underwriters may act solely as agents or may acquire shares as principals.

We intend to qualify our shares for quotation on the National Association of Securities Dealers Inc.’s Over-the-Counter Bulletin Board following the declaration of effectiveness of this registration statement. In order to do this, we must find a market maker who will file a Form 15c-211 that will allow him to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the Over-the-Counter Bulletin Board or, if traded, that a public market will materialize.

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Number of Shares Issued and Outstanding

There were 2,176,000 shares of our common stock issued and outstanding as at December 1, 2006.

Use of Proceeds

We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling shareholders.

Summary of Financial Data

The summarized financial data presented below is derived from and should be read in conjunction with our audited financial statements from April 7, 2006 (date of inception) to August 31, 2006, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis” beginning on page 19 of this prospectus.

	From April 7, 2006 (date of inception) to August 31, 2006
Revenue	$0
Net Loss for the Period	$22,812
	As at August 31, 2006
Working Capital	$74,659
Total Assets	$82,959
Total Number of Issued Shares of Common Stock	2,176,000

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO THIS OFFERING

1. Sales of a substantial number of shares of our common stock into the public market by the selling shareholders may cause a reduction in the price of our stock and purchasers who acquire shares from the selling shareholders may lose some or all of their investment.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the price of our common stock. After this registration statement is declared effective, the selling shareholders may resell up to 31% of the issued and outstanding shares of our common stock. At that time, a substantial number of our shares of common stock which have been issued may be available for immediate resale, which could have an adverse effect on the price of our common stock. As a result of any such decreases in the price of our common stock, purchasers who acquire shares from the selling shareholders may lose some or all of their investment.

Any significant downward pressure on the price of our common stock as the selling shareholders sell the shares of our common stock could encourage short sales by the selling shareholders or others. Any such short sales could place further downward pressure on the price of our common stock.

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RISKS RELATED TO OUR BUSINESS

2. Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration program that we intend to undertake on the Treg-Rouchon property and any additional properties that we may acquire. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the Treg-Rouchon property may not result in the discovery of gold placer. Any expenditures that we may make in the exploration of any other mineral property that we may acquire may not result in the discovery of any commercially exploitable mineral resources. Problems such as unusual or unexpected geological formations and other conditions are involved in all mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our interests in the Treg-Rouchon property. If this happens, our business will likely fail.

3. Because of the speculative nature of the exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of any quantities of gold placer on the Treg-Rouchon property or any other additional properties we may acquire.

We intend to continue exploration on the Treg-Rouchon property and we may or may not acquire additional interests in other mineral properties. The search for minerals as a business is extremely risky. We can provide investors with no assurance that exploration on the Treg-Rouchon property, or any other property that we may acquire, will establish that any commercially exploitable quantities of minerals exist. Additional potential problems may prevent us from discovering any minerals. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of minerals on our property, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

4. Because of the inherent dangers involved in mineral exploration and exploitation, there is a risk that we may incur liability or damages as we conduct our business.

The search for minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

5. The potential profitability of mineral ventures depends in part upon factors beyond the control of our company and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations .

The commercial feasibility of an exploration program on a mineral property is dependent upon many factors beyond our control, including the existence and size of mineral resources in the properties we explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in our company not receiving an adequate return on invested capital. These factors may have material and negative effects on our financial performance and our ability to continue operations.

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6. Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Exploration and exploitation activities are subject to federal, provincial, and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to federal, provincial, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.

Environmental and other legal standards imposed by federal, provincial, or local authorities may be changed and any such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect our ability to carry on our business.

RISKS ASSOCIATED WITH OUR COMPANY

7. Because the Treg-Rouchon property may not contain gold placer and because we have never made a profit from our operations, our securities are highly speculative and investors may lose all of their investment in our company.

Our securities must be considered highly speculative, generally because of the nature of our business and our early stage of operations. We currently only have an interest in the Treg-Rouchon property. Our only rights on this property are to explore for gold placer. The Treg-Rouchon property is in the exploration stage only and may not contain gold placer. We may or may not acquire additional interests in other mineral properties but we do not have plans to acquire rights in any specific mineral properties as of the date of this report. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. So, any profitability in the future from our business will be dependent upon locating and exploiting gold placer on the Treg-Rouchon property or mineral deposits on any additional properties that we may acquire. The likelihood of any mineral properties that we may acquire or have an interest in, including the Treg-Rouchon property, containing commercially exploitable mineral deposits is extremely remote. In all probability, any mineral properties that we may acquire or that we have an interest in, including the Treg-Rouchon property, do not contain any commercially exploitable mineral deposits and any funds that we spend on exploration will be lost. We may never discover gold placer in the Treg-Rouchon property or any other area, or we may do so and still not be commercially successful if we are unable to exploit those mineral deposits profitably. We may not be able to operate profitably and may have to cease operations, the price of our securities may decline and investors may lose all of their investment in our company.

8. As we face intense competition in the gold placer exploration and exploitation industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The Treg-Rouchon property is located in central British Columbia, approximately 102 km Northeast of the city of Quesnel, and 712 km Northeast of Vancouver, situated in an area known as the Caribou Gold District. Our competition in this area includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies in the region for the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.

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9. Weather Interruptions in the Caribou Gold District may delay or prevent exploration on the Treg-Rouchon property.

Our proposed exploration work can be performed approximately only nine months a year. This is because of extreme winter conditions which exist in the Caribou Gold District between the months of December and March, which may delay or prevent exploration on the Treg-Rouchon property.

10. We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from April 7, 2006 (date of inception) to August 31, 2006 was $22,812. We had cash and cash equivalents in the amount of $82,436 as of August 31, 2006. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $20,350 each month. We cannot provide assurances that we will be able to successfully explore and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements, dated September 29, 2006. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

11. Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, we may have to cease our exploration activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or will generate positive cash flow in the future. We will require additional financing in order to proceed beyond the first few months of our exploration program. We will also require additional financing for the fees we must pay to maintain our status in relation to the rights to our properties and to pay the fees and expenses necessary to become and operate as a public company. We will also need more funds if the costs of the exploration of our gold placer claims are greater than we have anticipated. We will require additional financing to sustain our business operations if we are not successful in earning revenues. We will also need further financing if we decide to obtain additional mineral properties. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, our business could fail and investors could lose their entire investment.

12.

Because we may never earn revenues from our operations, our business may fail.

Prior to the completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our exploration for minerals, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.

13. We have a limited operating history and if we are not successful in operating our business, then investors may lose all of their investment in our company.

Our company has a limited operating history and is in the exploration stage. The success of our company is significantly dependent on the uncertain events of the discovery and exploitation of gold placer on the Treg-Rouchon property. If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.

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14. Because Jeffrey Sharpe, our President, Secretary, Treasurer and a director of our company, lives outside of the United States, you may have no effective recourse against him for misconduct and may not be able to enforce judgement and civil liabilities against him.

Jeffrey Sharpe, our President, Secretary, Treasurer and a director of our company is a national and a resident of Canada, and all or a substantial portion of his assets are located outside of the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against him, or obtain judgments against him outside of the United States that are predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

15. Because Jeffrey Sharpe, our President, Secretary, Treasurer and director of our company, is employed elsewhere his time and efforts will not be devoted to our company full-time.

Jeffrey Sharpe our President, Secretary, Treasurer and a director of our company is not devoted to our company on a full time basis. As a result, he manages our company on a part-time basis. He spends approximately 20 to 25 hours per week managing our company. Because of this fact, the management of our company may suffer and our company could under-perform or fail.

RISKS ASSOCIATED WITH OUR COMMON STOCK

16. There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.’s Over-the-Counter Bulletin Board upon the effectiveness of this registration statement of which this prospectus forms a part. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. However, we cannot provide our investors with any assurance that our common stock will be traded on the Over-the-Counter Bulletin Board or a listing service or stock exchange, if traded, that a public market will materialise. Further, the Over-the-Counter Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the Over-the-Counter Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we do establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

17.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to ever pay any cash dividends. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

18. Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a shareholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than

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established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. 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 standardised risk disclosure document in a form prepared by the SEC which 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 current 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. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” on pages 2 to 7, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbour for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

SECURITIES AND EXCHANGE COMMISSION’S PUBLIC REFERENCE

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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THE OFFERING

The prospectus relates to the resale by certain selling shareholders of Deeas Resources in connection with the resale of:

•

up to 676,000 shares of our common stock issued in a private placement on August 15, 2006

Following the effective date of this registration statement, the selling shareholders may sell their shares of our common stock at $0.20 per share by themselves or through pledgees, donees, transferees, successors in interest, brokers, dealers or underwriters. Brokers, dealers or underwriters may act solely as agents or may acquire shares as principals. Following the quotation of our shares on the Over-the-Counter Bulletin Board, or our common stock being listed for trading or quotation on any public market, the selling shareholders may sell their shares at prevailing market prices or privately negotiated prices.

We will not receive any proceeds from the resale of shares of our common stock by the selling shareholder.

DETERMINATION OF OFFERING PRICE

The selling shareholders may sell their shares of our common stock at a price of $0.20 per share until shares of our common stock are quoted on the Over-the-Counter Bulletin Board, or listed for trading or quoted on any public market and thereafter at prevailing market prices or privately negotiated prices. The offering price of $0.20 per share has been set arbitrarily by our sole directors and does not have any relationship to any established criteria of value, such as book value or earning per share. Additionally, because we have no significant operating history and have not generated any revenue to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is not now, nor has ever been, traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

USE OF PROCEEDS

The shares of common stock offered by this prospectus are being registered for the account of the selling shareholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling shareholders and we will not receive any proceeds from the resale of the common stock by the selling shareholders. We will incur all costs associated with this registration statement and prospectus.

DIVIDEND POLICY

We have not declared or paid any cash dividends since inception. We do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business. Our future dividend policy will be determined from time to time by our Board of Directors.

To the extent that we require additional funding our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

SELLING SHAREHOLDERS

The selling shareholders may offer and sell, from time to time, any or all of our common stock issued to them. Because the selling shareholders may offer all or only some portion of the 676,000 shares of common stock to be registered, no exact number can be given as to the amount or percentage of these shares of common stock that will be held by the selling shareholders upon termination of the offering. We can only make estimates and assumptions. The table found below sets forth certain information regarding the beneficial ownership of shares of common stock by the selling shareholders as of December 1, 2006 and the number of shares of common stock covered by this

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prospectus. The number of shares listed in the category entitled “Number of Shares Owned by Selling Shareholder After Offering and Percent of Total Issued and Outstanding” represent an estimate of the number of shares of common stock that will be held by the selling shareholders after the offering. To arrive at this estimate, we have assumed that the selling shareholders will sell all of the shares to be registered pursuant to this offering.

Other than the relationships described in the table and footnotes, none of the selling shareholders had or have any material relationship with our company or any of its affiliates within the past three years. None of the selling shareholders is a broker-dealer or an affiliate of a broker-dealer.

We may require the selling shareholders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

Name of Selling Shareholder and Position, Office or Material Relationship with Deeas Resources	Common Shares owned by the Selling Shareholder ⁽¹⁾	Total Shares to be Registered Pursuant to this Offering	Number of Shares Owned by Selling Shareholder After Offering and Percent of Total Issued and Outstanding ⁽²⁾
	Common Shares owned by the Selling Shareholder ⁽¹⁾	Total Shares to be Registered Pursuant to this Offering	# of Shares ⁽³⁾	% of Class ⁽³⁾
Tom Almas	5,000	5,000	0	0
Brad Newman-Bennett	20,000	20,000	0	0
Pam Berekoff	10,000	10,000	0	0
Leanne Braun	1,000	1,000	0	0
Douglas Dutkewich	30,000	30,000	0	0
Mike Devine	10,000	10,000	0	0
Jim Donaldson	30,000	30,000	0	0
Jim Eade	7,500	7,500	0	0
Rosie Gabrielle	1,000	1,000	0	0
Pat Gillis	5,000	5,000	0	0
Julie Griffith	20,000	20,000	0	0
Bob Hardy ⁽⁴⁾	20,000	20,000	0	0
Nancy Hardy ⁽⁴⁾	15,000	15,000	0	0
Chris Hyland	30,000	30,000	0	0
Randy Kojima ⁽⁵⁾	15,000	15,000	0	0
Trevor Kojima ⁽⁵⁾	5,000	5,000	0	0
Charlene Loughlin	30,000	30,000	0	0
Chris Mahoney	10,000	10,000	0	0
Zach Mansour	1,000	1,000	0	0
Trevor Meier	7,500	7,500	0	0
Jim Mills	15,000	15,000	0	0
Jason Pamer	5,000	5,000	0	0
Bob Patterson	1,000	1,000	0	0
Jeff Pereira	15,000	15,000	0	0
Jamie Reiter	10,000	10,000	0	0
Paddy Sharpe ⁽⁶⁾	40,000	40,000	0	0
Chris Shorman ⁽⁷⁾	1,000	1,000	0	0
Doug Shorman ⁽⁷⁾	15,000	15,000	0	0
Kim Sorenson	40,000	40,000	0	0
Manjit Sumon	1,000	1,000	0	0
Glen Tait	20,000	20,000	0	0
Phil Tapley	40,000	40,000	0	0

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Kelly Uniewski	20,000	20,000
Kelly Vance	20,000	20,000
Karla Webster	20,000	20,000
Don Wolsey ⁽⁸⁾⁽⁹⁾	40,000	40,000
Janis Wolsey ⁽⁸⁾⁽⁹⁾	40,000	40,000
Jay Wubs ⁽¹⁰⁾	30,000	30,000
Matt Wubs ⁽¹⁰⁾	30,000	30,000

⁽¹⁾ Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, would be counted as outstanding for computing the percentage of the person holding such options or warrants but not counted as outstanding for computing the percentage of any other person.

⁽²⁾	Based on 2,176,000 shares outstanding as of December 1, 2006.

⁽³⁾ To arrive at these estimates, we have assumed that the selling shareholders will sell all of the shares to be registered pursuant to this offering.

⁽⁴⁾	Bob Hardy and Nancy Hardy are husband and wife.
⁽⁵⁾	Randy Kojima and Trevor Kojima are brothers.
⁽⁶⁾	Paddy Sharpe is Jeffrey Sharpe’s mother.
⁽⁷⁾	Chris Shorman and Doug Shorman are brothers.
⁽⁸⁾	Don Wosley and Janis Wosley are husband and wife.
⁽⁹⁾	Don Wosley and Janis Wosley are Jeffrey Sharpe’s father-in-law and mother-in-law.
⁽¹⁰⁾	Jay Wubs and Matt Wubs are brothers.

PLAN OF DISTRIBUTION

All of the stock owned by the selling shareholders will be registered by the registration statement of which this prospectus is a part. The selling shareholders may sell some or all of their shares immediately after the declaration of effectiveness of this registration statement. However, the selling shareholders do not intend to sell their shares before the shares of our common stock are quoted on the Over-the-Counter Bulletin Board. Until our shares of common stock are quoted on the Over-the-Counter Bulletin Board, the selling shareholders may from time to time sell their shares, at the registered price of $0.20, by themselves or through pledgees, donees, transferees, successors in interest, brokers, dealers or underwriters. Brokers, dealers or underwriters may act solely as agents or may acquire shares as principals.

After our shares of common stock are quoted on the Over-the-Counter Bulletin Board, the selling shareholders may sell at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

•

ordinary brokers transactions, which may include long or short sales,

•

transactions involving cross or block trades on any securities or market where our common stock is trading,

•

purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus, “at the market” to or through market makers or into an existing market for the common stock,

•

in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,

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•

through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or

•

any combination of the foregoing

In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling shareholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). The selling shareholders and any broker-dealers acting in connection with the sale of the shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act of 1933. The amount of such compensation cannot be estimated at this time. We know of no existing arrangements between the selling shareholders and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares.

If necessary due to a transfer of shares from the persons listed in this registration statement as selling shareholders to a third party, we will file a supplement to this prospectus pursuant to Rule 424(b) of Regulation C.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out in this prospectus and other facts material to the transaction. In addition, a post-effective amendment to this registration statement will be filed to include any additional or changed material information with respect to the plan of distribution not previously disclosed herein.

We will not receive any proceeds from the sale of the shares of the selling shareholders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $60,000.

We and the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5. We have informed the selling shareholders that certain anti-manipulative rules contained in Regulation M under the Securities Exchange Act of 1934 may apply to their sales in the market and have furnished the selling shareholders with a copy of such rules and have informed them of the need for delivery of copies of this prospectus. The selling shareholders may also use Rule 144 under the Securities Act of 1933 to sell the shares if they meet the criteria and conform to the requirements of such rule.

The selling shareholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted, in privately negotiated transactions or otherwise. Although we are not presently qualified for public quotation, we intend to qualify our shares for quotation on the National Association of Securities Dealers Inc.’s Over-the-Counter Bulletin Board following the declaration of effectiveness of this prospectus. In order to do this, we must find a market maker who will file a Form 15c-211 that will allow him to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the Over-the-Counter Bulletin Board or, if traded, that a public market will materialise.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection

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with any sale of the shares of common stock will be borne by the selling shareholders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

TRANSFER AGENT AND REGISTRAR

The address of our transfer agent and registrar for our common stock is Empire Stock Transfer. Their address is 2470 St. Rose Pkwy, Suite 304, Henderson Nevada, 89074. Their telephone number is (702) 818-5898.

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

All directors of our company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The officers of our company are appointed by our Board of Directors or sole director and hold office until their death, resignation or removal from office. Our sole director and executive’s officer age, positions held, and date first appointed, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Jeffrey Sharpe	President, Secretary, Treasurer and Director	35	April 7, 2006 (date of inception)

Business Experience

The following is a brief account of the education and business experience of our sole director and executive officer during at least the past five years, indicating his business experience, principal occupation during the period, and the name and principal business of the organization by which he was employed.

Jeffrey Sharpe, President, Secretary, Treasurer and Director

On April 7, 2006 (date of inception) Jeffrey Sharpe was appointed as our President, Secretary, Treasurer and a director of our company.

Mr. Sharpe, 35, co-founded, a privately held health and wellness company, No Excuse Inc., based in Canada. Mr. Sharpe’s principal occupation over the past 5 years has been serving as the company’s President and CEO. Under the direction of Mr. Sharpe, the company expanded operations internationally, during which time the company and it affiliates has grown to $5 million in annual revenues. Mr. Sharpe has also served on the Advisory Board of several not-for-profit organizations including the Canadian Cancer Society, Diamond Ball. Mr. Sharpe was granted a Bachelor’s in Human Kinetics from the University of British Columbia in 1995, and he has not previously served as a director or officer for any public companies.

Current Positions

Jeffrey Sharpe, currently spends approximately 20 to 25 hours per week providing services to our company, which represents approximately 35% of his working hours. Jeffrey Sharpe co-founded a health and wellness company, in which he continues to serve as its President and CEO.

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Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our sole director, principal executive officer and control person has not 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 offenses);

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 has not been reversed, suspended, or vacated.

Committees of the Board

All proceedings of our sole director for the year ended August 31, 2006 were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the proceedings of the director. Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our sole director believes that it is not necessary to have such committees, at this time, because he can adequately perform the functions of such committees.

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The sole directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The sole director or the Board of Directors, as the case may be, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our sole director may do so by directing a written request addressed to our President, Jeffrey Sharpe, at the address appearing on the first page of this prospectus.

Audit Committee Financial Expert

Our sole director has determined that we do not have a Board member that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

Our sole director believes that he is capable of analysing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The sole director of our company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the sole director. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our

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circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 1, 2006, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our common stock and by our current sole director and executive officer. The shareholder has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name of Shareholder and Position, Office or Material Relationship with Deeas Resources, Inc.	Title of Class ⁽¹⁾	Amount and Nature of Beneficial Ownership	Percent of Class ⁽²⁾
	Title of Class ⁽¹⁾	Amount and Nature of Beneficial Ownership	Percent of Class ⁽²⁾
Jeffrey Sharpe President, Secretary, Treasurer and Director 6348, 49th Avenue, Ladner, British Columbia V4K 5A1	Common Shares	1,500,000	68.9%
Directors and Officers as a group	Common Shares	1,500,000	68.9%

⁽²⁾	Based on 2,176,000 shares outstanding as of December 1, 2006.

Change in Control

We are unaware of any contract, or other arrangement or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of control of our company.

DESCRIPTION OF SECURITIES

Common Stock : We are authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. As at December 1, 2006 we had 2,176,000 shares of common stock outstanding. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to shareholders after payment to creditors. The common stock is not convertible or redeemable and has no pre-emptive, subscription or conversion rights. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders. There are no cumulative voting rights.

Each shareholder is entitled to receive the dividends as may be declared by our sole director out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our sole director is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our sole director and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

There are no provisions in our Articles of Incorporation or our Bylaws that would delay, defer or prevent a change in control of our company.

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Preferred Stock: We are authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at December 1, 2006 there were no shares of preferred stock outstanding.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

We engaged the firm of Amisano Hanson, to audit our financial statements for the period ended August 31, 2006. There has been no change in the accountants and no disagreements with Amisano Hanson, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

EXPERTS

The financial statements of Deeas Resources included in this registration statement have been audited by Amisano Hanson, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our company’s ability to continue as a going concern) appearing elsewhere in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Clark Wilson LLP, of 800 – 885 West Georgia Street, Vancouver, British Columbia, Canada has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.

DISCLOSURE OF SEC POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws provide that we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or officers of our company for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.

DESCRIPTION OF PROPERTY

Our executive and head office is located at 6348, 49th Avenue, Ladner, British Columbia, V4K 5A1. We lease the office facility, which is approximately 110 square feet in size, at no cost, which is contributed to us by our President, Jeffrey Sharpe. This lease is on a month-to-month basis. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future. When and if we require additional space, we intend to move at that time.

The description of our mineral claims is below under the section entitled “Description Of Business.”

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DESCRIPTION OF BUSINESS

We were incorporated in the State of Nevada on April 7, 2006 (date of inception). We are an exploration stage company engaged in the acquisition, exploration and exploration of mineral resource properties. We currently own an interest in two (2) adjoining mining claims, collectively known as the Treg-Rouchon property, located in British Columbia, Canada. We acquired the interest in the mineral claims on May 25, 2006 in consideration for $3,518. The claims are registered in the name of 0758372 B.C. Ltd., our wholly-owned subsidiary. Our rights in the property are limited to 100% of the rights to explore for and exploit gold placer deposits on the claims.

The Treg- Rouchon property is located in central British Columbia, approximately 102 km northeast of the city of Quesnel, and 712 km northeast of Vancouver, situated in an area known as the Caribou Gold District. Our rights in the Treg-Rouchon property are limited to the exploration and exploitation of gold placer deposits. We intend to explore the Treg-Rouchon property for any commercially exploitable gold placer deposits and intend to exploit any gold placer deposits we discover or sell or otherwise assigning the rights to do so. Maps of the Treg-Rouchon property are included below under the section entitled “Location and Description of the Property ” . There is no assurance that any commercially viable gold placer deposits exists on the Treg-Rouchon property. The Treg-Rouchon property was purchased by our wholly-owned subsidiary, 0758372 B.C. Ltd. The mineral claim costs incurred were $10,465.

Mineral property exploration is typically conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration. We have not yet commenced the initial phase of exploration on our property. Once we complete each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our sole director will make these decisions based upon the recommendations of the independent geologist who oversees the program and records the results.

Our plan of operation is to conduct exploration work on the Treg-Rouchon property in order to ascertain whether it possesses commercially exploitable quantities of gold placer deposits, there can be no assurance that such gold placer deposits exists on the Treg-Rouchon property.

Even if we complete our proposed exploration programs on the Treg-Rouchon property and we are successful in finding gold placer, we may not find enough to pay our expenses or achieve profitable operations.

The Treg-Rouchon property consists of two (2) claims measuring approximately 310.298 hectares. The claims are listed in the table below.

Table 1: Treg-Rouchon Claims

Claim Name	Record #	Hectares	# of Units	Expiry Date
Treg	524898	271.58	14	July 18, 2007
Rouchon	534138	38.79	2	January 8, 2007

Location and Description of the Property

The Treg-Rouchon property is located in central British Columbia, approximately 102 km north-east of the city of Quesnel, and 712 km north-east of Vancouver, situated in the Caribou Gold District.

The Treg-Rouchon property extends along the Tregillus Creek extending 1.5 kilometres below Tregillus Lake to 200 meters (600 feet) above the mouth of the Willow River.

The Treg-Rouchon property is covered with pine, fir and spruce forest and sits at an elevation of approximately 1,060 meters (3,500 feet). The climate is characterized by warm, dry summers and cold winters, with an average snowfall of 1.0 meters (936) inches recorded a year.

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There is no infrastructure available on the Treg-Rouchon other than a forest service road.

The following is a map of the Treg-Rouchon property:

Access to Property

Access to the Treg-Rouchon property is gained by taking Highway 97 to Quesnel, turning east onto Highway 26 - towards Wells and Barkerville, proceeding 53 kilometres, turning left onto forest service road 2400 and proceeding 20 kilometres to a bridge that crosses Rouchon Creek. This bridge marks the approximate centre of the Treg-Rouchon property.

Exploration History

There is no history of work conducted on the Treg-Rouchon property, except for a few very old test pits conducted by unknown parties, located in the gravel terrace at the mouth of Rouchon Creek.

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Present Condition of the Property

There is no development on the Treg-Rouchon Property. A shaking screen and sluice boxes used for gold placer exploration has been abandoned on the Treg-Rouchon property by unknown parties.

Work Conducted By Deeas Resources

No work has been conducted by Deeas Resources on the Treg-Rouchon property. We plan to begin a program of exploration in Summer, 2007

Current State of Exploration

We have not found any gold placer on the Treg Rouchon property and we have no estimates and can make no assurances relating to whether any gold placer will be found.

Deeas Resources Proposed Program of Exploration

We anticipate on implementing a program of exploration in Summer, 2007. The program will involve seismic testing and test pitting in-order to determine the possible existence of any gold placer deposits that may exist on the Treg-Rouchon property.

Competitors

The mining industry is intensely competitive. We compete with numerous individuals and companies, including many major mining companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to funds. There are other competitors that have operations in the area and the presence of these competitors could adversely affect our ability to compete for financing and obtain the service providers, staff or equipment necessary for the exploration and exploitation of the Treg-Rouchon property.

Compliance with Government Regulation

We will secure all necessary permits for exploration and, if development is warranted on the Treg-Rouchon property, we will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. If we ever abandon the Treg-Rouchon property, we plan to seal or fill in all holes and pits that we have created. It is difficult to estimate the cost of compliance with environmental laws since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

Employees

Currently our only employee is Jeffrey Shape our President, Secretary, Treasurer and the sole director of our company. We have not entered into an employment agreement or consulting agreement with our sole director and executive officer. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled “Risk Factors” beginning on page 2 of this registration statement.

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Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

We are an exploration stage company engaged in the acquisition, exploration and exploitation of gold placer resource properties. We currently own a 100% interest in two (2) adjoining mining claims, consisting of 16 placer claim cells, collectively known as the Treg-Rouchon property. The Treg-Rouchon property is located in central British Columbia, approximately 102 km north-east of the city of Quesnel and 712 km Northeast of Vancouver, situated in an area known as the Caribou Gold District. Our rights to the Treg-Rouchon property are limited to the exploration for and exploitation of gold placer deposits. We plan to explore the Treg-Rouchon property for any commercially exploitable gold placer deposits and intend to exploit any gold placer deposits we discover or sell or otherwise assigning the rights to do so.

PLAN OF OPERATION

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled “Risk Factors” beginning on page 2 of this registration statement.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Cash Requirements

For the next twelve months we intend to carry out a program of exploration and become a public company listed on the Over-the-Counter Bulletin Board.

These endeavours will cost approximately $250,000. As of August 31, 2006, we had working capital of $74,659. We have no income from operations. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the exploration of our gold placer claims are greater than we have anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing.

Program of Exploration

We anticipate on implementing a program of exploration in the next 12 months. We anticipate that this program of exploration will cost between $118,000 and $125,000. We anticipate that the program will consist of two phases.

We anticipate that Phase I of the program will consist of seismic surveying in order to determine the existence and possible location of paleochannels, which may exist on the property. A paleochannel is as a remnant of stream channel cut in older rock and filled by the sediments of younger overlying rock, which may contain gold placer deposits. It is anticipated that the surveying will be carried out on 10 lines at 400 meters spaced lines throughout the entire property. We estimate that phase I of the program will cost approximately $82,000.

We anticipate that Phase II of the program will consist test pitting, in order to determine the existence of any gold placer deposit found in any paleochannel that may have been discovered in Phase I of the program. It is anticipated that test pitting will be carried out on four pits per line – with approximately 40 pits being dug and approximately 1m ⁽³⁾ from each pit being passed through a small test plant using alluvial recover techniques to determine the

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existence or the amount of gold placer deposits that may exist on the Treg-Rouchon property. We estimate that phase II of the program will cost approximately $20,000.

Table 2: Estimated Costs

Program	Cost
Phase 1: Seismic Survey @ $2500 per km @ 32.8 km	$82,000*
Phase 2: Test Pitting @ $200/hour @ 10 hour work days @ 10 days	$20,000*
Mobilisation and Demobilisation	$5,000*
Supervision and Field Work @10 days @ $600 day/crew	$6,000*
Reporting	$5,000*
Total	$118,000*

*These figures have been estimated

Becoming and Operating as a Public Company

We intend to qualify our shares for quotation on the National Association of Securities Dealers Inc.’s Over-the-Counter Bulletin Board following the declaration of effectiveness of this prospectus. In order to do this, we must find a market maker who will file a Form 15c-211 that will allow him to make a market in our shares of common stock. However, at the date hereof, we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the Over-the-Counter Bulletin Board or, if traded, that a public market will materialise. If we do find a market maker and our common stock begins to trade on the Over-the-Counter Bulletin Board, then we will be a public company. This registration statement is our first step toward becoming a public company and it will cost us approximately $82,000.

Once this registration statement becomes effective, we will be subject to the reporting requirements of Section 15(d) of the Securities Exchange Act, 1934, as amended, and will be required to file disclosure documents with the SEC. These disclosure documents will involve legal and accounting fees of approximately $90,000 per year.

Estimated Funding Required During the Next Twelve Months
General and Administrative	$36,000
Work Program	$118,000
Legal Fees	$50,000
Accounting and Auditor’s Fees	$40,000
Total	$244,000

As at August 31, 2006, we had $8,300 in current liabilities. Our financial statements report a net loss of $22,812 for the period from April 7, 2006 (date of inception) to August 31, 2006. Our net loss is primarily due to accounting and legal and audit fees. On August 31, 2006, we had a working capital of $74,659.

From April 7, 2006 (date of inception) to August 31, 2006 we spent $10,465 on mineral claims costs on the Treg-Rouchon property.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company raising additional capital. In this regard we have raised additional capital through the private placements noted above but we will still require additional funds to continue our operations and plans.

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration, and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by

- 21 -

us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending November 30, 2007.

Employees

Currently our only employee is our sole director and officer. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource and contract for employment as needed.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Future Operations

Presently, our revenues are not sufficient to meet operating and capital expenses and we have incurred operating losses since inception, which are likely to continue for the foreseeable future. We anticipate that we will have negative cash flows during the year ended August 31, 2007 , however, we completed private placement transactions for net proceeds of $97,600. Management anticipates the need to raise additional capital to fund operations over the next twelve months. We intend to raise the capital required to satisfy our needs primarily through the sale of our equity securities or debt. We will attempt to minimize costs until more cash is available through financing or operating activities.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the period ended August 31, 2006 our independent registered public accounting firm included an explanatory paragraph regarding concerns about our ability to continue as a going concern in their audit report.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, discovering gold placer resources on our properties and, finally, achieving a profitable level of operations either through exploiting deposits of gold placer resources that we find or by selling the rights to do so to others.

The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We plan to pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.

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APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Going Concern Basis

The audited financial statements included with this prospectus have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the financial statements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial share holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

On August 15, 2006 Jeffrey Sharpe our President, Secretary, Treasurer and the sole director of our company, agreed to loan up to $75,000 to Deeas Resources on an as-needed basis to fund the business operations and expenses of the Company until August 31, 2007. The terms of such loan will be negotiated at the time of lending, but interest charged will not exceed the prevailing prime rate of interest plus 2%.

Our sole director and executive officers is our promoter.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Our common stock is not now, nor has ever been, traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. There is currently no public trading market for our common stock. We do not have any common stock subject to outstanding options or warrants. We have decided to register 676,000 shares under the Securities Act for sale by the selling stockholders.

As of the date of this prospectus, our affiliates hold 1,500,000 shares. Pursuant to Rule 144, since the affiliates have held their restricted shares since August 15, 2006, each affiliate may sell, together with all sales of restricted and other securities of the same class for the account of the same person within the preceding three months, up to a maximum of one percent of the issued and outstanding shares of our company. Our Company’s issued and outstanding shares, as of December 1, 2006, is 2,176,000. Therefore, an affiliate may sell up to 21,760 shares approximately every three months. If the affiliates are acting in concert, then all restricted securities that they sell will be combined to determine how many shares they are selling.

All shares owned by affiliates will continue to be subject to the resale limitations imposed by Rule 144 for so long as they remain as affiliates of our company. Three months after they cease being affiliates of our company, sales may be made after the two year period from the issue date without limitations under Rule 144.

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We are registering 676,000 shares of our common stock under the Securities Act of 1933 for sale by the selling stockholders named in this prospectus.

Jeffrey Sharpe, our President, Secretary, Treasurer and sole director owns 1,500,000 shares of our company. As of December 1, 2006, there are forty holders (40) of record of our common stock and zero (o) holders of any other class of our stock.

We have not declared any dividends on our common stock since the inception of our company. There is no restriction in our articles of incorporation and bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. “Penny stock” is defined to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. 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 in a form prepared by the SEC which 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 current 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. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.

EXECUTIVE COMPENSATION

No executive officer of our company received an annual salary and bonus that exceeded $100,000 during the period from April 7, 2006 (date of inception) to August 31, 2006.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Annual Compensation			Long Term Compensation ⁽¹⁾			All Other
					Awards		Pay-outs
		Salary	Bonus	Other ⁽¹⁾	Securities Underlying Options/ SARs Granted	Restricted Shares or Restricted Share Units	LTIP Pay-outs
Jeffrey Sharpe President, Secretary, Treasurer and Director ⁽²⁾	2006	Nil	Nil	Nil	Nil	Nil	Nil	Nil

⁽¹⁾	The value of perquisites and other personal benefits, securities and property for the executive officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein.

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⁽²⁾	Jeffrey Sharpe became our President, Secretary, Treasurer and a director of our company, on April 7, 2006 (date of inception).

Stock Options and Stock Appreciation Rights

Since April 7, 2006 (date of inception) to August 31, 2006 we have not granted any stock options or stock appreciation rights to any of our directors or officers.

Compensation Of Directors

Our sole director has received no compensation to date and there are no plans to compensate him in the near future, unless and until we begin to realize revenues and become profitable in our business operations.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We have not entered into an employment agreement or consulting agreement with our sole director and executive officer.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our sole director or Board of Directors, as the case may be.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

REPORTS TO SHAREHOLDERS

We have filed with the SEC a Registration Statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that Registration Statement, does not contain all information included in the Registration Statement. Certain information is omitted and you should refer to the Registration Statement and its exhibits. You may review a copy of the Registration Statement at the SEC’s public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The internet address of the site is http://www.sec.gov.

You may also read and copy any materials we file with the SEC at the SEC’s public reference room at 100 F Street N.E., Washington, D.C. 20549.

No finder, dealer, sales-person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any

- 25 -

jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

- 26 -

FINANCIAL STATEMENTS

Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles of the United States of America.

The following audited consolidated financial statements pertaining to Deeas Resources are filed as part of this registration statement:

Report of Independent Chartered Accountants dated September 29, 2006

Consolidated Balance Sheet as at August 31, 2006

Consolidated Statement of Operations and Deficit for April 7, 2006 (date of inception) to August 31, 2006

Consolidated Statement of Cash Flows for April 7, 2006 (date of inception) to August 31, 2006

Consolidated Statement of Stockholders Equity for April 7, 2006 (date of inception) to August 31, 2006

Notes to the Consolidated Financial Statements

F-1

DEEAS RESOURCES INC.

(A Pre-exploration Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2006

( Stated in US Dollars )

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Deeas Resources Inc.

We have audited the accompanying consolidated balance sheet of Deeas Resources Inc. (A Pre-exploration Stage Company) and its subsidiary as of August 31, 2006 and the related consolidated statements of operations, cash flows and stockholders' equity for the period April 7, 2006 (Date of Inception) to August 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Deeas Resources Inc. and its subsidiary as of August 31, 2006 and the results of their operations and their cash flows for the period April 7, 2006 (Date of Inception) to August 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company is in the pre-exploration stage, has no established source of revenue and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada
September 29, 2006	Chartered Accountants

F-3

DEEAS RESOURCES INC.

(A Pre-exploration Stage Company)

CONSOLIDATED BALANCE SHEET

August 31, 2006

( Stated in US Dollars )

ASSETS

Current
Cash and cash equivalents		$ 82,436
Amount receivable		523

		$ 82,959

LIABILITIES

Current
Accounts payable and accrued liabilities		$ 8,300

STOCKHOLDERS’ EQUITY

Capital stock – Notes 3 and 5
Authorized:
100,000,000	Common shares, $0.001 par value
10,000,000	Preferred shares, $0.001 par value
Issued and outstanding
2,176,000	common shares	2,176
Additional paid in capital		95,424
Other comprehensive loss		(129)
Deficit accumulated during the pre-exploration stage		(22,812 )

		74,659

		$ 82,959

Nature and Continuance of Operations – Note 1

SEE ACCOMPANYING NOTES

F-4

DEEAS RESOURCES INC.

(A Pre-exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

for the period from April 7, 2006 (Date of Inception) to August 31, 2006

( Stated in US Dollars )

Revenue			$ -

Expenses
Foreign exchange gain			(93)
Interest and bank charges			91
Legal, audit and accounting fees			12,349
Mineral claims costs			10,465

Net loss			(22,812)

Other loss:
Foreign currency translation adjustment			(129 )

Comprehensive loss for the period			$ (22,941 )

Basic loss per share			$ (0.01)

Weighted average number of shares outstanding			2,176,000

SEE ACCOMPANYING NOTES

F-5

DEEAS RESOURCES INC.

(A Pre-exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

for the period from April 7, 2006 (Date of Inception) to August 31, 2006

( Stated in US Dollars )

Cash Flows from Operating Activities
Net loss for the period			$ (22,812)
Changes in non-cash working capital balances:
Increase in accounts receivable			(523)
Increase in accounts payable and accrued liabilities			8,300

Net cash used in operating activities			(15,035 )

Cash Flows from Financing Activity
Issuance of common stock			97,600

Effect of foreign currency translation			(129 )

Increase in cash and cash equivalents			82,436

Cash and cash equivalents, beginning of the period			-

Cash and cash equivalents, end of the period			$ 82,436

SEE ACCOMPANYING NOTES

F-6

DEEAS RESOURCES INC.

(A Pre-exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

for the period from April 7, 2006 (Date of Inception) to August 31, 2006

( Stated in US Dollars )

					Deficit
					Accumulated
			Additional	Other	During the
	Common Stock		Paid-in	Comprehensive	Pre-exploration
	Number	Par Value	Capital	Loss	Stage	Total

Balance, April 7, 2006 (Date of Inception)	-	$ -	$ -	$ -	$ -	$ -

Capital stock issued for cash - at $0.02	1,500,000	1,500	28,500	-	-	30,000
- at $0.10	676,000	676	66,924	-	-	67,600

Foreign currency translation adjustment	-	-	-	(129)	-	(129)

Net loss	-	-	-	-	(22,812 )	(22,812 )

Balance, August 31, 2006	2,176,000	$ 2,176	95,424	$ (129 )	$ (22,812 )	$ 74,659

SEE ACCOMPANYING NOTES

F-7

DEEAS RESOURCES INC.

(A Pre-exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2006

( Stated in US Dollars )

Note 1

Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on April 7, 2006. The Company is a pre-exploration stage company whose principal business is the acquisition and exploration of mineral claims. The Company has not presently determined whether its mineral claims contain mineral reserves that are economically recoverable. The recoverability of amounts from the mineral claims will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the mineral claims agreement and to complete the development of the mineral claims and upon future profitable production or proceeds from the sale thereof.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At August 31, 2006, the Company had not yet achieved profitable operations, has accumulated losses of $22,812 since its inception, has a working capital of $74,659 which may not be sufficient to sustain operations over the next fiscal year and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

Note 2

Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgement. Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

F-

Deeas Resources Inc.

(A Pre-exploration Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2006

( Stated in US Dollars ) – Page 2

Note 2

Summary of Significant Accounting Policies – (cont’d)

Principles of Consolidation

These consolidated financial statements include the accounts of Deeas Resources Inc. and its wholly-owned subsidiary, 0758372 B.C. Ltd, which was incorporated by the Company. All inter-company transactions have been eliminated.

Pre-exploration Stage Company

The Company complies with Financial Accounting Standard Board Statement (“SFAS”) No. 7 and the Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as pre-exploration stage.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less.

Mineral Property Costs

All costs related to the acquisition, exploration and development of mineral claims are expensed by the Company when incurred until such time as reserves are proven.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Financial Instruments

The carrying values of the Company’s financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities and due to a director approximate their fair values due to the short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments. The currency 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.

F-

Deeas Resources Inc.

(A Pre-exploration Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2006

( Stated in US Dollars ) – Page 3

Note 2

Summary of Significant Accounting Policies – (cont’d)

Income Taxes

The Company uses the assets and liability method of accounting for income taxes pursuant to SFAS, No. 109 "Accounting for Income Taxes". Under the assets and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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.

Foreign Currency Translation

The Company’s functional currency is both the United States dollar and Canadian dollar. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) and in accordance with the SFAS No. 52.

Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the period-end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period were included in the accumulated other comprehensive income (loss) account in stockholders’ equity.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the statement of operations.

Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, “Share Based Payment”, that addresses the accounting transactions in which a company exchanges its equity instruments for goods or services. SFAS No. 123R requires that such transactions be accounted for using a fair value-based method. Adoption of SFAS No. 123R is effective for periods beginning after June 15, 2005. The Company will adopt this statement as required.

F-

Deeas Resources Inc.

(A Pre-exploration Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2006

( Stated in US Dollars ) – Page 4

Note 2

Summary of Significant Accounting Policies – (cont’d)

Basic Loss Per Share

The Company reports basic loss per share in accordance with the SFAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the year. Diluted loss per share has not been provided, as it would be anti-dilutive.

New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted, could have a material effect on the accompanying financial statements.

Note 3

Related Party Transactions

On April 7, 2006, the Company issued 1,500,000 shares of common stock to the President of the Company in consideration for a cash payment of $30,000.

Note 4

Mineral Properties

On May 25, 2006, the Company acquired a 100% interest in certain mineral claims located in British Columbia, Canada in consideration for $3,518. The claims are registered in the name of 0758372 B.C. Ltd. The cost of the mineral property was expensed as incurred.

Note 5

Capital Stock – Note 3

During the period from April 7, 2006 (Date of Inception) to August 31, 2006, the Company issued 676,000 shares of common stock to various shareholders at $.10 per share in consideration for cash payments totalling $67,600.

Note 6

Future Income Tax

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely-than-not. The Company has accumulated net operating losses of $22,812, which commence expiring in 2016. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured is more likely-than-not that it will utilize the net operating losses in future years and consequently a valuation allowance has been provided.

F-

Deeas Resources Inc.

(A Pre-exploration Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2006

( Stated in US Dollars ) – Page 5

Note 6

Future Income Tax – (cont’d)

The components of the net deferred tax asset at August 31, 2006, are scheduled below:

	2006

Future Tax Assets
Non-capital loss carryforward	$ 3,422
Less: valuation allowance	(3,422 )

	$ -

Note 7

Subsequent Event

The company intends to file a Form SB-2 Registration Statement prospectus with the United States Securities and Exchange Commission to qualify for the sale by existing shareholders of up to 676,000 common shares at $0.20 per share. The company will not receive any proceeds from this offering as theses shares have already been issued. The company also intends on seeking a quotation on the Over-the-Counter Bulletin Board of the National Association of Securities Dealers Inc.

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DEALER PROSPECTUS DELIVERY OBLIGATION

Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada corporation law provides that:

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a Director, Officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;

- Indemnification may not be made for any claim, issue or matter as to which such a person has been judged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

- to the extent that a Director, Officer, employee or agent of a corporation has been successful on the merits or otherwise in defence of any action, suit or proceeding, or in defence of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defence.

We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

- by our shareholders;

- by our Board of Directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

- if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

- if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

- by court order.

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defend such persons from all suits or claims as allowable under the provisions of the General Corporate Law of Nevada. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability as the expenses are incurred and before the final disposition of the proceeding in question or repay the amount if a court finds that the director or officer is not entitled to indemnification by the company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person of our company in successful defence of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling shareholder. All of the amounts shown are estimates.

SEC registration fees	$15 ⁽¹⁾
Printing and engraving expenses	$2,000 ⁽¹⁾
Accounting fees and expenses	$25,000 ⁽¹⁾
Legal fees and expenses	$30,000 ⁽¹⁾
Transfer agent and registrar fees	$2,000 ⁽¹⁾
Fees and expenses for qualification under state securities laws	$0 ⁽¹⁾
Miscellaneous	$1,000 ⁽¹⁾
Total	$60,000 ⁽¹⁾

⁽¹⁾ We have estimated these amounts

Item 26 RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth certain information concerning securities which were sold or issued by us since our inception on April 7, 2006 without the registration of the securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements:

On April 7, 2006 we issued 1,500,000 shares of our common stock to one (1) named executive officers of our company, at an offering price of $0.02 per share for gross offering proceeds of $30,000 in an offshore transaction pursuant to Rule 903 of Regulation S of the Securities Act of 1933. The named executive officer is not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by Deeas Resources, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. In issuing these securities, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Regulation S, promulgated thereunder. A legend was included on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering

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materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.

On August 15, 2006, we issued 676,000 shares of our common stock to thirty-nine (39) subscribers at an offering price of $0.10 per share for gross offering proceeds of $67,600 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. None of the subscribers were U.S. persons at that term is defined in Regulation S. No directed selling efforts were made in the United States by Deeas Resources, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. In issuing these securities, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Regulation S, promulgated thereunder. A legend was included on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.

For more information on the purchasers in the private placement transactions of August 15, 2006 please see the section entitled “Selling Shareholders” on page 8 of the prospectus included in this registration statement.

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Item 27 EXHIBITS

The following Exhibits are filed with this prospectus:

Exhibit Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1*	Articles of Incorporation
3.2*	Bylaws
(4)	Instruments defining rights of security holders, including indentures
4.1*	Form of Share Certificate
(5)	Opinion on Legality
5.1*	Opinion of Clark Wilson LLP regarding the legality of the securities being registered
(10)	Material Contracts
10.1*	Form of Subscription Agreements with Jeffrey Sharpe
10.2*	Form of Subscription Agreement with the following investors:
	Tom Almas	Jim Mills
	Brad Newman-Bennett	Jason Pamer
	Pam Berekoff	Bob Patterson
	Leanne Braun	Jeff Pereira
	Douglas Dutkewich	Jamie Reiter
	Mike Devine	Paddy Sharpe
	Jim Donaldson	Chris Shorman
	Jim Eade	Doug Shorman
	Rosie Gabrielle	Kim Sorenson
	Pat Gillis	Manjit Sumon
	Julie Griffith	Glen Tait
	Bob Hardy	Phil Tapley
	Nancy Hardy	Kelly Uniewski
	Chris Hyland	Kelly Vance
	Randy Kojima	Karla Webster
	Trevor Kojima	Don Wolsey
	Charlene Loughlin	Janis Wolsey
	Chris Mahoney	Jay Wubs
	Zach Mansour	Matt Wubs
	Trevor Meier
10.3*	Written Description of the Oral Lease Agreement
10.4*	Lending Agreement with Jeffrey Sharpe
(23)	Consents
23.1*	Consent of Amisano Hanson

*Filed herewith.

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Item 28 UNDERTAKINGS

The undersigned company hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”).

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represents no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

to include any additional or changed material information with respect to the plan of distribution.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

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(6) In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer, or controlling person of the small business issuer in the successful defence of any action, suit, or proceeding) is asserted by such director, officer, or controlling person connected with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(7) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia, Canada.

DEEAS RESOURCES, INC.

By: /s/ Jeffrey Sharpe

Jeffrey Sharpe, President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: December 11, 2006

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Jeffrey Sharpe as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signatures

By:	/s/ Jeffrey Sharpe

Jeffrey Sharpe, President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: December 11, 2006

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Exhibit Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1*	Articles of Incorporation
3.2*	Bylaws
(4)	Instruments defining rights of security holders, including indentures
4.1*	Form of Share Certificate
(5)	Opinion on Legality
5.1*	Opinion of Clark Wilson LLP regarding the legality of the securities being registered
(10)	Material Contracts
10.1*	Form of Subscription Agreements with Jeffrey Sharpe
10.2*	Form of Subscription Agreement with the following investors:
	Tom Almas	Jim Mills
	Brad Newman-Bennett	Jason Pamer
	Pam Berekoff	Bob Patterson
	Leanne Braun	Jeff Pereira
	Douglas Dutkewich	Jamie Reiter
	Mike Devine	Paddy Sharpe
	Jim Donaldson	Chris Shorman
	Jim Eade	Doug Shorman
	Rosie Gabrielle	Kim Sorenson
	Pat Gillis	Manjit Sumon
	Julie Griffith	Glen Tait
	Bob Hardy	Phil Tapley
	Nancy Hardy	Kelly Uniewski
	Chris Hyland	Kelly Vance
	Randy Kojima	Karla Webster
	Trevor Kojima	Don Wolsey
	Charlene Loughlin	Janis Wolsey
	Chris Mahoney	Jay Wubs
	Zach Mansour	Matt Wubs
	Trevor Meier
10.3*	Written Description of the Oral Lease Agreement
10.4*	Lending Agreement with Jeffrey Sharpe
(23)	Consents
23.1*	Consent of Amisano Hanson

EXHIBIT 3.2

BYLAWS

DEEAS RESOURCES INC.

A Nevada Corporation

ARTICLE I

STOCKHOLDERS

SECTION 1

Annual Meeting . Annual meetings of the Stockholders, shall be held on the day and at the time as may be set by the Board of Directors from time to time, at which annual meeting the Stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

SECTION 2

Special Meetings . Special meetings of the Stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of Stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 3

Place of Meetings . All annual meetings of the Stockholders shall be held at the registered office of the Corporation or at such other place within or outside the State of Nevada as the Directors shall determine. Special meetings of the Stockholders may be held at such time and place within or outside the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. Business transacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice.

SECTION 4

Quorum; Adjourned Meetings . The holders of at least ten percent (10%) of the Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

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SECTION 5

Voting . Each Stockholder of record of the Corporation holding Stock which is entitled to vote at this meeting shall be entitled at each meeting of Stockholders to one vote for each share of Stock standing in his name on the books of the Corporation. Upon the demand of any Stockholder, the vote for Directors and the vote upon any question before the meeting shall be by ballot.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the Stock having voting power present in person or represented by proxy shall be sufficient to elect Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

SECTION 6

Proxies. At any meeting of the Stockholders any Stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the Stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding Officer of the meeting.

SECTION 7

Action - Without Meeting . Any action which may be taken by the vote of the Stockholders at a meeting may be taken without a meeting if authorized by the written consent of Stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

SECTION 8

No Share Transfers . Stockholders may not transfer their shares without the consent of the Corporation, which consent may be withheld without reasons provided.

ARTICLE II

DIRECTORS

SECTION 1

Management of Corporation . The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or clone by the Stockholders.

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SECTION 2

Number, Tenure, and Qualifications . The number of Directors which shall constitute the whole board shall be at least one. The number of Directors may from time to time be increased or decreased by directors' resolution to not less than one nor more than fifteen. The Directors shall be elected at the annual meeting of the Stockholders and except as provided in Section 2 of this Article, each Director elected shall hold office until his successor is elected and qualified. Directors need not be Stockholders.

SECTION 3

Vacancies . Vacancies in the Board of Directors including those caused by an increase in the number of Directors, may be filled by a majority of the remaining Directors, though not less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual or a special meeting of the Stockholders. The holders of two-thirds of the outstanding shares of Stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Directors, or if the authorized number of Directors be increased, or if the Stockholders fail at any annual or special meeting of Stockholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

SECTION 4

Annual and Regular Meetings . Regular meetings of the Board of Directors shall be held at any place within or outside the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.

Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

SECTION 5

First Meeting . The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of Stockholders and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

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SECTION 6

Special Meetings . Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice President or by any two Directors.

Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to each Director by mail, facsimile transmission, electronic mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least five (5) days prior to the time of the holding of the meeting. In case such notice is hand delivered, faxed or emailed as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, faxing, emailing or delivery as above provided shall be due, legal and personal notice to such Director.

SECTION 7

Business of Meetings . The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as if transacted at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 8

Quorum, Adjourned Meetings . A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision (lone or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

A quorum of the Directors may adjourn any Directors meeting to meet again at a stated day and hour- provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not be given to the absent Directors if the time and place be fixed at the meeting adjourned.

SECTION 9

Committees . The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the Directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified

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from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

SECTION 10

Action Without Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 11

Special Compensation . The Directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE III

NOTICES

SECTION 1

Notice of Meetings . Notices of meetings of Stockholders shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the Directors shall designate. Such notice shall state the purpose or purposes for which the meeting of Stockholders is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be delivered personally to, sent by facsimile transmission or electronic mail or shall be mailed, postage prepaid, to each Stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a Stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such Stockholder. Personal delivery of any such notice to any Officer of a Corporation or association, or to any member of a partnership shall constitute delivery of such notice to such Corporation, association or partnership. In the event of the transfer of Stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

SECTION 2

Effect of Irregularly Called Meetings . Whenever all parties entitled to vote at any meeting, whether of Directors or Stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a

- 6 -

meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting-, and such consent or approval of Stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

SECTION 3

Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IV

OFFICERS

SECTION 1

Election . The Officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer, none of whom need be Directors. Any person may hold two or more offices. The Board of Directors may appoint a Chairman of the Board, Vice Chairman of the Board, one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.

SECTION 2

Chairman of the Board . The Chairman of the Board shall preside at meetings of the Stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

SECTION 3

Vice Chairman of the Board . The Vice Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 4

President. The President shall be the Chief Executive Officer of the Corporation and shall have active management of the business of the Corporation. He shall execute on behalf of the Corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other Officer or agent of the Corporation.

SECTION 5

Vice President . The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may

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otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority.

SECTION 6

Secretary . The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the Stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

SECTION 7

Assistant Secretaries . The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

SECTION 8

Treasurer. The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

SECTION 9

Assistant Treasurers . The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

SECTION 10

Compensation . The salaries and compensation of all Officers of the Corporation shall be fixed by the Board of Directors.

- 8 -

SECTION 11

Removal; Resignation . The Officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any Officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation. removal or otherwise shall be filled by the Board of Directors.

ARTICLE V

CAPITAL STOCK

SECTION 1

Certificates . Every Stockholder shall be entitled to have a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of Stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of Stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue to represent such Stock.

If a certificate is signed (1) by a transfer agent other than the Corporation or its employees or (2) by a registrar other than the Corporation or its employees, the signatures of the Officers of the Corporation may be facsimiles. In case any Officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such Officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such Officer. The seal of the Corporation, or a facsimile thereof, may, but need not be, affixed to certificates of Stock.

SECTION 2

Surrendered, Lost or Destroyed Certificates . The Board of Directors may direct a certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of Stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

SECTION 3

Replacement Certificates . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

- 9 -

SECTION 4

Record Date . The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of Stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital Stock shall go into effect, or a date in connection with obtaining the consent of Stockholders for any purpose, as a record date for the determination of the Stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such Stockholders, and only such Stockholders as shall be Stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any Stock on the books of the Corporation after any such record date fixed as aforesaid.

SECTION 5

Registered Owner . The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VI

GENERAL PROVISIONS

SECTION 2

Distributions . Distributions upon capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation.

SECTION 2

Reserves. Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 3

Checks; Notes. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 4

Fiscal Year .

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

- 10 -

SECTION 5

Corporate Seal. The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VII

INDEMNIFICATION

SECTION 1

Indemnification of Officers and Directors, Employees and Other Persons . Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or Officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general Corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law or otherwise, as well as their rights under this Article.

SECTION 2

Insurance . The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

SECTION 3

Further Bylaws. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

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ARTICLE VIII

AMENDMENTS

SECTION 1

Amendments by Stockholders. The Bylaws may be amended by a majority vote of all the Stock issued and outstanding and entitled to vote for the election of Directors of the Stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

SECTION 2

Amendments by Board of Directors. The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the Stockholders, but the Stockholders may from time to time specify particular provisions of the Bylaws, which shall not be amended by the Board of Directors.

ARTICLE IX

TRANSACTIONS WITH STOCKHOLDERS

SECTION 1

Acquisition of Controlling Interest. The Corporation elects not to be governed by NRS 78.378 through 78.3793, inclusive, of the Nevada Private Corporations Act.

SECTION 2

Combinations with Interested Stockholders. The Corporation elects not to be governed by NRS 78.411 through 78.444, inclusive, inclusive, of the Nevada Private Corporations Act.

APPROVED AND ADOPTED this 7th day of April, 2006.

(Sign)

Jeff Sharpe

President

CERTIFICATE

I hereby certify that I am the President of Deeas Resources Inc., and that the foregoing Bylaws, constitute the code of Bylaws of Deeas Resources Inc., as duly adopted by the Board of Directors of the Corporation on April 7, 2006.

DATED this 7th day of April, 2006.

(Sign)

Jeff Sharpe

President

Exhibit 10.1

THIS IS NOT A PUBLIC DOCUMENT

DEEAS RESOURCES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(“SUBSCRIPTION AGREEMENT”)

(BC – Founder, Director or Officer)

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES ARE SUBJECT TO A HOLD PERIOD IN ALL OF THE PROVINCES AND TERRITORIES OF CANADA AND MAY NOT BE TRADED IN ANY OF THE PROVINCES OR TERRITORIES OF CANADA EXCEPT AS PERMITTED BY APPLICABLE SECURITIES LEGISLATION.

TO:	DEEAS RECOURSES INC. (the “Issuer”)

6348 49th Avenue

Ladner, BC V4K 5A1

INSTRUCTIONS TO SUBSCRIBER

1. Complete all the information in the boxes in this Subscription Agreement and sign where indicated with an “X”.

2. Complete and sign the “Family, Friends and Business Associates Questionnaire” that is attached.

2. Deliver payment to the Issuer.

Subject and pursuant to the terms set out in the Terms and Conditions beginning on page 3, the General Provisions beginning on page 5 and the other schedules and appendixes incorporated by reference, the undersigned (the “Subscriber”) hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following price:

15,000,000 Shares

US$0.02 per Share for a total purchase price of US$30,000

The Subscriber owns, directly or indirectly, the following securities of the Issuer:

The Subscriber directs the Issuer to issue, register and deliver the certificates representing the Purchased Securities as follows:

REGISTRATION INSTRUCTIONS:	DELIVERY INSTRUCTIONS (if different from Registration):
Jeffrey Sharp Name to appear on certificate Account reference, if applicable 6348 49th Avenue, Ladner, BC V4K 5A1 Address	Name and account reference, if applicable Contact name Address Telephone number
EXECUTED by the Subscriber this 7th day of April, 2006. By executing this Subscription Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber is acting is resident in the jurisdiction shown as the “Address of the Subscriber.”
EXECUTION BY SUBSCRIBER:
X Signature of individual (if Subscriber is an individual) X Authorized signatory (if Subscriber is not an individual) Jeffrey Sharp Name of Subscriber ( please print ) Name of authorized signatory ( please print )	6348 49th Avenue Address of Subscriber (residence if an individual) Ladner, BC V4K 5A1 Telephone number and e-mail address of Subscriber
ACCEPTED this 7th day of April, 2006. DEEAS RECOURSES INC . Per: Authorized Signatory

By signing this acceptance, the Issuer agrees to be bound by this Subscription Agreement, including the Terms and Conditions, beginning on page 3, the General Provisions beginning on page 5 and the other schedules and appendices incorporated by reference.

Terms and Conditions

The Offering

The Issuer	Deeas Resources Inc.
Offering	The offering is not subject to either a minimum or maximum number of shares of the common voting stock of the Issuer.
Subscription Price	US $0.02 per Share.
Selling Jurisdictions	The Shares may be sold in British Columbia.
Exemptions	The offering will be made in accordance with the following exemptions from the prospectus requirements: (a) the “Family, Friends and Business Associates” exemption in the other Provinces of Canada (section 2.5 of National Instrument 45-106); and, (b) such other exemptions as may be available under Applicable Legislation.
Hold Period in Canada	Subscribers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.
Closing Date	The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Agent. Payment for, and delivery of the Shares is scheduled to occur on or before April 25, 2006 or such earlier or later date as determined by the Issuer (the “Closing Date”)
Additional definitions	In this Subscription Agreement, the following words have the following meanings unless otherwise indicated: (a) “agent” means any person engaged by the issuer to conduct or participate in conducting the Offering. (b) Purchased Securities” means the Shares purchased under this Subscription Agreement. Each Purchased Security consists of one previously unissued common voting share of the Issuer (a “Share”).

The Issuer

Jurisdiction of organization	The Issuer is incorporated under the laws of the State of Nevada.
Stock exchange listings	No shares of the Issuer are listed on any exchange.

END OF TERMS

Family, Friends and Business Associates Questionnaire

If the Subscriber is resident in a Canadian province or territory other than Ontario and is not an Accredited Investor, he or she is to check one or more of the following boxes, as appropriate:

(A)	a director, officer, employee or control person of the Issuer	x
(B)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Issuer	o
(C)	a close personal friend of a director, senior officer or control person of the Issuer	o
(D)	a close business associate of a director, senior officer or control person of the Issuer	o

If the Subscriber has checked one or more of boxes B, C or D the above paragraph, the director(s), senior officer(s), or control person(s) of the Issuer with whom the Subscriber has the relationship is :

_______________________________________________________

(Fill in the name of each director. senior officer and control person which you have the above-mentioned relationship with).

Dated ______________________, 2006.

X
Signature of individual (if Subscriber is a natural person)

X
Authorized signatory (if Subscriber is not a natural person)


Name of Subscriber ( please print )


Name of authorized signatory ( please print )


Official capacity of authorized signatory ( please print )

THIS IS NOT A PUBLIC DOCUMENT

GENERAL PROVISIONS

1.	DEFINITIONS

1.1 In this Subscription Agreement, the following words have the following meanings unless otherwise indicated:

(a)

“1933 Act” means the United States Securities Act of 1933, as amended;

(b)

“Agent” has the meaning assigned in the Terms and Conditions;

(c)

“Applicable Legislation” means the Securities Legislation Applicable to the Issuer and all other legislation incorporated in the definition of this term in other parts of this Subscription Agreement, together with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by the Commissions;

(d)

“Closing” means the completion of the sale and purchase of the Purchased Securities;

(e)

“Closing Date” has the meaning assigned in the Terms and Conditions;

(f)

“Commissions” means the Securities Commissions with Jurisdiction over the Issuer;

(g)

“Final Closing” means the last closing under the Private Placement;

(h)

“General Provisions” means those portions of this Subscription Agreement headed “General Provisions” beginning on page 5;

(i)

“Private Placement” means the offering of the Purchased Securities on the terms and conditions of the Engagement Agreement and this Subscription Agreement;

(j)

“Purchased Securities” has the meaning assigned in the Terms and Conditions;

(k)

“Regulation S” means Regulation S promulgated under the 1933 Act;

(l)

“Regulatory Authorities” means the Commissions;

(m)

“Securities” has the meaning assigned in the Terms and Conditions;

(n)

“Subscription Agreement” means this document from the cover page to the end of the General Provisions beginning on page 5 and the other schedules and appendixes incorporated by reference into this document; and

(o)

“Terms and Conditions” means those portions of this Subscription Agreement headed “Terms and Conditions” beginning on page 3.

1.2 In this Subscription Agreement, the following terms have the meanings defined in Regulation S: “Directed Selling Efforts”, “Foreign Issuer”, “Substantial U.S. Market Interest”, “U.S. Person” and “United States”.

1.3 In this Subscription Agreement, unless otherwise specified, currencies are indicated with the ISO 4217 currency code so that, as an example, United States dollars are indicated with the prefix “US$”.

1.4 In this Subscription Agreement, other words and phrases that are capitalized have the meaning assigned in this Subscription Agreement.

2	PAYMENT
2.1	Subscription Proceeds must accompany Subscription

The Subscription Proceeds must accompany this Subscription Agreement and shall be paid by certified cheque or bank draft drawn on a Canadian or U.S. chartered bank reasonably acceptable to the Issuer, and made payable and delivered to the Issuer.

2.2	Issuer expressly reserves the right to not accept

The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Issuer. In the event that this Subscription Agreement is not accepted by the Issuer for whatever reason, which the Issuer expressly reserves the right to do, within 60 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

2.3	Interest Free Loan

Where the Subscription Proceeds are paid to the Issuer, the Issuer is entitled to treat such Subscription Proceeds as an interest free loan to the Issuer until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

3.	ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

3.1	Acknowledgements concerning offering

The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser, if any, for whom the Subscriber is contracting) acknowledges that:

(a)

No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(b)

there is no government or other insurance covering the Securities;

(c)

there are risks associated with the purchase of the Securities;

(d)

there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;

(e)

the Subscriber will not be able to sell the Securities except in very limited circumstances.

(f)

the Subscriber may never be able to sell the Securities.

(g)

the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;

(h)

no prospectus has been filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and:

(i)

the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation;

(ii)

the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and

(iii)

the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation;

(i)

the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Issuer has no obligation to file a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities; and

(j)

the Shares are subject to resale restrictions in Canada and may not be traded except as permitted by the various securities acts of the provinces of Canada and the rules made thereunder

(k)

the Subscriber has been advised to consult the Subscriber's own legal advisors with respect to the applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder and applicable resale restrictions.

(l)

an Agent may receive a commission from the Issuer in connection with this Private Placement.

3.2	Representations by all Subscribers

The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser, if any, for whom the Subscriber is contracting) represents and warrants to the Issuer and the Agent that, as at the Agreement Date and at the Closing:

(a)

The Subscriber has not and will not be receiving an offering memorandum or other disclosure document from the Issuer;

(b)

to the best of the Subscriber’s knowledge, the Securities were not advertised;

(c)

no person has made to the Subscriber any written or oral representations:

(i)

that any person will resell or repurchase the Securities;

(ii)

that any person will refund the purchase price of the Purchased Securities;

(iii)

as to the future price or value of any of the Securities; or

(iv)

that any of the Securities will be listed and posted for trading on a stock exchange or quotation system or that application has been made to list and post any of the Securities for trading on any stock exchange or quotation system;

(d)

this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;

(e)

the Subscriber (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;

(f)

the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer that has not been generally disclosed to the public, except knowledge of this particular transaction;

(g)

the offer made by this subscription is irrevocable (subject to the Subscriber’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer and approval of the Exchange;

(h)

the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant to this Subscription Agreement and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Subscription Agreement on behalf of the Subscriber;

(i)

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(j)

this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber;

(k)

the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the Applicable Legislation and regulatory policies;

(l)

the Subscriber is capable of assessing the proposed investment as a result of the Subscriber’s financial and business experience or as a result of advice received from a registered person other than the Issuer or any affiliates of the Issuer; and,

(m)

if required by Applicable Legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer in filing, such reports, undertakings and other documents with respect to the issue of the Securities as may be required.

3.3	Reliance, indemnity and notification of changes

The representations and warranties in this Subscription Agreement are made by the Subscriber with the intent that they be relied upon by the Issuer and its Agents in determining its suitability as a purchaser of Purchased Securities, and the Subscriber hereby agrees to indemnify the Issuer and the Agent against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer and its Agents immediately of any change in any representation, warranty or other information relating to the Subscriber set forth in this Subscription Agreement.

3.4	Survival of representations and warranties

The representations and warranties of each Subscriber contained in this Section will survive the Closing.

4.	REPRESENTATIONS AND WARRANTIES OF THE ISSUER

4.1	Representations and warranties

The Issuer represents, warrants and covenants that, as of the date given above and at the Closing:

(a)

The Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of the State of Nevada, U.S.A.;

(b)

the Issuer is duly registered and licensed to carry on business in the jurisdiction in which it carries on business or owns property where required under the laws of the jurisdiction; and

(c)

this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Private Placement.

4.2	Survival of representations and warranties

The representations and warranties of the Issuer contained in this Section will survive the Closing.

5.	Closing

5.1 The Subscriber acknowledges that, although Purchased Securities may be issued to other subscribers under the Private Placement concurrently with the Closing, there may be other sales of Purchased Securities under the Private Placement, some or all of which may close before or after the Closing. The Subscriber further acknowledges that there is a risk that insufficient funds may be raised on the Closing to fund the Issuer’s objectives and that further closings may not take place after the Closing.

5.2 On or before the end of the third business day before the Closing Date, the Subscriber will deliver to the Issuer this Subscription Agreement and all applicable schedules and required forms, duly executed, and payment in full for the total price of the Purchased Securities to be purchased by the Subscriber.

5.3 Following the Closing, the Issuer will deliver to the Subscribers certificates representing the Purchased Securities.

6.	LEGEND ON SECURITIES
6.1	Canadian Legend

The Subscriber acknowledges that the Purchased Securities are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities Act (British Columbia) and the rules made thereunder. In particular, pursuant to Multilateral Instrument 45-102, as adopted by the British Columbia Securities Commission, a subsequent trade in any of the Purchased Securities will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation, unless certain conditions are met, including the following:

(a) at least four months (the “ Canadian Hold Period ”) shall have elapsed from the date on which the Debentures or Warrants were issued to the Purchasers;

(b) during the currency of the Canadian Hold Period, any certificate representing the Securities is imprinted with a legend (the “ Canadian Legend ”) stating:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE.”

(d) no unusual effort is made to prepare the market or to create a demand for the Underlying Shares that are the subject of the trade;

(e) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(f) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of securities legislation.

6.2	US Legend

The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form:

“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.”

7.	Miscellaneous

7.1 The Subscriber agrees to sell, assign or transfer the Securities only in accordance with the requirements of Applicable Laws and any legends placed on the Securities as contemplated by this Subscription Agreement.

7.2 The Subscriber hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part of this Subscription Agreement and any other schedules, forms, certificates or documents executed by the Subscriber and delivered to the Issuer in connection with the Private Placement.

7.3 The Issuer may rely on delivery by fax machine of an executed copy of this Subscription Agreement, and written acceptance by the Issuer of such faxed copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms of this Subscription Agreement.

7.4 This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.

7.5 Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

7.6 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Purchased Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, by the Agent, or by anyone else.

7.7 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

7.8 A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 1 of this Subscription Agreement.

6.9	This Subscription Agreement is to be read with all changes in gender or number as required by the context.

7.10 This Subscription Agreement will be governed by and construed in accordance with the internal laws of British Columbia (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to this Subscription Agreement.

END OF GENERAL PROVISIONS

END OF SUBSCRIPTION AGREEMENT

EXHIBIT 10.2

THIS IS NOT A PUBLIC DOCUMENT

DEEAS RESOURCES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

("SUBSCRIPTION AGREEMENT")

(BC – Family, Friends and Business Associates)

TO:

DEEAS RECOURSES INC. (the “Issuer”)

6348 49th Avenue

Ladner, BC V4K 5A1

INSTRUCTIONS TO SUBSCRIBER

1.	Complete all the information in the boxes in this Subscription Agreement and sign where indicated with an “X”.

2.	Complete and sign the “Family, Friends and Business Associates Questionnaire” that is attached.

3.	Deliver payment to the Issuer.

Subject and pursuant to the terms set out in the Terms and Conditions beginning on page 3, the General Provisions beginning on page 7 and the other schedules and appendixes incorporated by reference, the undersigned (the “Subscriber”) hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following price:

US$0.10 per Shares for a total purchase price of US$

The Subscriber owns, directly or indirectly, the following securities of the Issuer:

The Subscriber directs the Issuer to issue, register and deliver the certificates representing the Purchased Securities as follows:

REGISTRATION INSTRUCTIONS:	DELIVERY INSTRUCTIONS (if different than Delivery):
Name to appear on certificate Account reference, if applicable Address	Name and account reference, if applicable Contact name Address Telephone number
EXECUTED by the Subscriber this _______ day of ___________________, 2006. By executing this Subscription Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber is acting is resident in the jurisdiction shown as the “Address of the Subscriber.”
EXECUTION BY SUBSCRIBER:
X Signature of individual (if Subscriber is an individual) X Authorized signatory (if Subscriber is not an individual) Name of Subscriber ( please print ) Name of authorized signatory ( please print )	Address of Subscriber (residence if an individual) Telephone number and e-mail address of Subscriber
ACCEPTED this _______ day of ________________, 2006. DEEAS RECOURSES INC . Per: Authorized Signatory

Terms and Conditions

The Offering

The Issuer	Deeas Resources Inc.
Offering	The offering is not subject to either a minimum or maximum number of shares of the common voting stock of the Issuer.
Subscription Price	US $0.10 per Share.
Selling Jurisdictions	The Shares may be sold in British Columbia.
Exemptions	The offering will be made in accordance with the following exemptions from the prospectus requirements: (a) the “Family, Friends and Business Associates” exemption in the other Provinces of Canada (section 2.5 of National Instrument 45-106); and, (b) such other exemptions as may be available under Applicable Legislation.
Hold Period in Canada	Subscribers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.
Closing Date	The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Agent. Payment for, and delivery of the Shares is scheduled to occur on or before April ___, 2006 or such earlier or later date as determined by the Issuer (the “Closing Date”)
Additional definitions	In this Subscription Agreement, the following words have the following meanings unless otherwise indicated: (a) “agent” means any person engaged by the issuer to conduct or participate in conducting the Offering. (b) Purchased Securities” means the Shares purchased under this Subscription Agreement. Each Purchased Security consists of one previously unissued common voting share of the Issuer (a “Share”).

The Issuer

Jurisdiction of organization	The Issuer is incorporated under the laws of the State of Nevada.
Stock exchange listings	No shares of the Issuer are listed on any exchange.

END OF TERMS

Family, Friends and Business Associates Questionnaire

If the Subscriber is resident in a Canadian province or territory other than Ontario and is not an Accredited Investor, he or she is to check one or more of the following boxes, as appropriate:

(A)	a director, officer, employee or control person of the Issuer	o
(B)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Issuer	o
(C)	a close personal friend of a director, senior officer or control person of the Issuer	o
(D)	a close business associate of a director, senior officer or control person of the Issuer	o

_______________________________________________________

(Fill in the name of each director. senior officer and control person which you have the above-mentioned relationship with).

Dated ______________________, 2006.

THIS IS NOT A PUBLIC DOCUMENT

GENERAL PROVISIONS

1.	DEFINITIONS

1.1 In this Subscription Agreement, the following words have the following meanings unless otherwise indicated:

(a)

“1933 Act” means the United States Securities Act of 1933, as amended;

(b)

“Agent” has the meaning assigned in the Terms and Conditions;

(c)

(d)

“Closing” means the completion of the sale and purchase of the Purchased Securities;

(e)

“Closing Date” has the meaning assigned in the Terms and Conditions;

(f)

“Commissions” means the Securities Commissions with Jurisdiction over the Issuer;

(g)

“Final Closing” means the last closing under the Private Placement;

(h)

“General Provisions” means those portions of this Subscription Agreement headed “General Provisions” beginning on page 7;

(i)

“Private Placement” means the offering of the Purchased Securities on the terms and conditions of the Engagement Agreement and this Subscription Agreement;

(j)

“Purchased Securities” has the meaning assigned in the Terms and Conditions;

(k)

“Regulation S” means Regulation S promulgated under the 1933 Act;

(l)

“Regulatory Authorities” means the Commissions;

(m)

“Securities” has the meaning assigned in the Terms and Conditions;

(n)

“Subscription Agreement” means this document from the cover page to the end of the General Provisions beginning on page 7 and the other schedules and appendixes incorporated by reference into this document; and

(o)

“Terms and Conditions” means those portions of this Subscription Agreement headed “Terms and Conditions” beginning on page 3.

1.4 In this Subscription Agreement, other words and phrases that are capitalized have the meaning assigned in this Subscription Agreement.

2	PAYMENT
2.1	Subscription Proceeds must accompany Subscription

2.2	Issuer expressly reserves the right to not accept

2.3	Interest Free Loan

3.	ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

3.1	Acknowledgements concerning offering

The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser, if any, for whom the Subscriber is contracting) acknowledges that:

(a)

No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(b)

there is no government or other insurance covering the Securities;

(c)

there are risks associated with the purchase of the Securities;

(d)

(e)

the Subscriber will not be able to sell the Securities except in very limited circumstances.

(f)

the Subscriber may never be able to sell the Securities.

(g)

(h)

(i)

the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation;

(ii)

the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and

(iii)

the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation;

(i)

(j)

the Shares are subject to resale restrictions in Canada and may not be traded except as permitted by the various securities acts of the provinces of Canada and the rules made thereunder

(k)

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder and applicable resale restrictions.

(l)

an Agent may receive a commission from the Issuer in connection with this Private Placement.

3.2	Representations by all Subscribers

(a)

The Subscriber has not and will not be receiving an offering memorandum or other disclosure document from the Issuer;

(b)

to the best of the Subscriber’s knowledge, the Securities were not advertised;

(c)

no person has made to the Subscriber any written or oral representations:

(i)

that any person will resell or repurchase the Securities;

(ii)

that any person will refund the purchase price of the Purchased Securities;

(iii)

as to the future price or value of any of the Securities; or

(iv)

(d)

this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;

(e)

(f)

(g)

(h)

(i)

(j)

this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber;

(k)

(l)

(m)

3.3	Reliance, indemnity and notification of changes

3.4	Survival of representations and warranties

The representations and warranties of each Subscriber contained in this Section will survive the Closing.

4.	REPRESENTATIONS AND WARRANTIES OF THE ISSUER

4.1	Representations and warranties

The Issuer represents, warrants and covenants that, as of the date given above and at the Closing:

(a)

The Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of the State of Nevada, U.S.A.;

(b)

the Issuer is duly registered and licensed to carry on business in the jurisdiction in which it carries on business or owns property where required under the laws of the jurisdiction; and

(c)

4.2	Survival of representations and warranties

The representations and warranties of the Issuer contained in this Section will survive the Closing.

5.	Closing

5.3 Following the Closing, the Issuer will deliver to the Subscribers certificates representing the Purchased Securities.

6.	LEGEND ON SECURITIES
6.1	Canadian Legend

(a) at least four months (the “ Canadian Hold Period ”) shall have elapsed from the date on which the Debentures or Warrants were issued to the Purchasers;

(b) during the currency of the Canadian Hold Period, any certificate representing the Securities is imprinted with a legend (the “ Canadian Legend ”) stating:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE.”

(d) no unusual effort is made to prepare the market or to create a demand for the Underlying Shares that are the subject of the trade;

(e) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(f) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of securities legislation.

6.2	US Legend

7.	Miscellaneous

7.4 This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.

7.5 Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

7.7 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

7.9 This Subscription Agreement is to be read with all changes in gender or number as required by the context.

END OF GENERAL PROVISIONS

END OF SUBSCRIPTION AGREEMENT

EXHIBIT 10. 3

WRITTEN DESCRIPTION OF LEASE AGREEMENT

LEASE AGREEMENT ENTERED BY JEFFREY SHARPE , (HEREINAFTER “LESSOR”), AND BY DEEAS RESOURCES, INC. (HEREINAFTER THE “LESSEE”), SUBJECT TO THE FOLLOWING RECITALS AND CLAUSES:

1.- LESSOR states that:

1.1 It is the owner of the premises at 6348, 49th Avenue, Ladner, British Columbia, V4K 5A1.

2.- LESSEE states that:

2.1 It is a company incorporated according to the laws of Nevada by means of its articles of incorporation dated April 7, 2006 .

3.- Both parties state that:

3.1 They agree to submit themselves to the provisions contained in the following:

C L A U S E S

FIRST.- SUBJECT MATTER OF THE LEASE. - LESSOR leases to LESSEE an area of approximately 110 square feet located at 6348, 49th Avenue, Ladner, British Columbia , to carry out its business.

Likewise, LESSOR grants the access and use to LESSEE to carry out its business, being at LESSEE’s sole cost and expense, without any responsibility for LESSOR.

SECOND.- PRICE OF THE LEASE. - LESSEE is not obliged to pay to LESSOR any money per month.

THIRD.- TERM OF THE LEASE. - The term of the lease will be INDEFINITE, any party may terminate the same by giving written notice to the other with 30 days advance notice. The Lease will be effective as of May 1, 2006.

FOURTH.- LESSEE agrees that all permanent works and improvements carried out in the leased premises will remain for the benefit of LESSOR.

FIFTH.- LESSEE is obliged to maintain the leased premises and return them at the conclusion of the lease in good conditions of conservation and maintenance, normal tear and wear excepted. Likewise, LESSEE should deliver the leased premises free of any claim or liability whether of labor, fiscal or administrative nature or obligations against third parties.

SIXTH.- For the interpretation and fulfillment of this agreement, the parties submit themselves to the laws and jurisdiction of British Columbia, Canada.

SEVENTH.- For everything related to this agreement, the parties appoint as their domiciles the following:

LESSOR:		6348, 49th Avenue,
	Ladner B.C.		V4K 5A1

LESSEE:		800-885 W. Georgia St.
	Vancouver		B.B.	V6H 3H1

EXHIBIT 10.4

Jeff Sharpe

August 15, 2006

Deeas Resources Inc.

I hereby agree to loan up to US$75,000.00 to Deeas Resources Inc. (the "Company") on an as-needed basis to fund the business operations and expenses of the Company until August 31, 2007.

The terms of such loan will be negotiated at the time of lending, but interest charged will not exceed the prevailing prime rate of interest plus 2%.

Sincerely,

/s/ Jeff Sharpe

Jeff Sharpe

CW977219.1

Dear Sirs:

Re:		Deeas Resources, Inc. - Registration Statement on
		Form SB-2 filed December 12, 2006

A PARTNERSHIP OF INCORPORATED PROFESSIONALS		A MISANO H ANSON
		C HARTERED A CCOUNTANTS

Vancouver, Canada		*/s/“AMISANO HANSON”*
December 11, 2006		C HARTERED A CCOUNTANTS

750 WEST PENDER STREET, SUITE 604 VANCOUVER CANADA V6C 2T7		TELEPHONE: 604-689-0188 FACSIMILE: 604-689-9773

		E-MAIL: amishan@telus.net