6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of: February, 2007 Commission File Number: 000-28296

GOLDBELT RESOURCES LTD.

(Name of Registrant)

Sterling Tower

372 Bay Street, Suite 1201

Toronto, Ontario

Canada M5H 2W9
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDBELT RESOURCES LTD.
	By:	/s/ Hemdat Sawh
		Name: Hemdat Sawh
Date: February 20, 2007		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Q2 Interim Financial Statements
99.2	Q2 Interim MDA
99.3	CEO Certification
99.4	CFO Certification

EX-99.1

Exhibit 99.1

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited and expressed in Canadian Dollars)

FOR THE THREE AND SIX MONTHS ENDED

DECEMBER 31, 2006

Goldbelt Resources Ltd.

(A Development Stage Company)

Consolidated Balance Sheets

As at December 31, 2006 and June 30, 2006

(Unaudited and expressed in Canadian Dollars)

	December 31 2006 $		June 30 2006 $
ASSETS
Current
Cash	157,738		494,181
Short term investments (Note 2)	9,450,000		5,625,000
Receivables	622,638		51,284
Deposits and prepaid expenses (Note 3)	338,426		65,746
	10,568,802		6,236,211
Process plant deposit (Note 3)	-		187,301
Plant and equipment (Note 3)	2,259,867		200,622
Mineral properties (Note 4)	17,382,825		14,057,360
	30,211,494		20,681,494
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	891,017		370,009
Shareholders’ equity
Capital stock (Note 5)	33,431,121		23,242,232
Contributed surplus (Note 5)	2,277,028		1,740,524
Deficit	(6,387,672	)	(4,671,271	)
	29,320,477		20,311,485
	30,211,494		20,681,494

Nature of operations and going concern (Note 1)

The accompanying notes are an integral part of these consolidated financial statements.

-1-

Goldbelt Resources Ltd.

(A Development Stage Company)

Consolidated Statements of Operations and Deficit

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

	3 months ended December 31					6 months ended December 31				Cumulative from
	2006			2005		2006		2005		July 1, 2004
			$	$		$		$		$
Expenses
Professional fees	72,408			58,497		102,748		124,674		704,706
Travel and promotion	177,950			108,886		340,959		192,113		1,365,293
Stock-based compensation	43,614			398,006		387,787		419,126		2,017,265
Consulting fees	72,436			39,202		156,527		98,887		603,431
Salaries and benefits	177,154			162,315		326,664		257,077		983,447
Transfer agent and filing fees	6,353			3,576		18,373		3,593		181,660
Shareholder relations	284,990			53,978		316,584		128,659		782,099
Office and occupancy costs	39,512			34,585		88,745		69,493		283,222
Telecommunications	14,238			8,329		22,204		23,907		77,475
Directors’ fees	49,500			1,393		74,567		4,893		100,963
Amortization	5,970			4,209		10,350		7,638		28,911
Loss before other items	(944,125	)		(872,976	)	(1,845,508	)	(1,330,060	)	(7,128,472	)
Other income
Foreign exchange gain (loss)	(21,151	)		25,648		(35,445	)	109,804		125,889
Interest income	127,298			26,990		164,552		53,384		237,048
	106,147			52,638		129,107		163,188		362,937
Loss for the period	(837,978	)		(820,338	)	(1,716,401	)	(1,166,872	)	(6,765,535	)
Deficit, beginning of period	(5,549,694	)		(1,705,190	)	(4,671,271	)	(1,358,656	)
Deficit, end of period	(6,387,672	)		(2,525,528	)	(6,387,672	)	(2,525,528	)
Loss per common share
Basic and diluted	(0.01	)		(0.02	)	(0.03	)	(0.03	)
Weighted average number of
common shares
Basic and diluted	61,942,911			34,148,963		56,814,032		34,129,258

The accompanying notes are an integral part of these consolidated financial statements

-2-

Goldbelt Resources Ltd.

(A Development Stage Company)

Consolidated Statements of Cash Flows

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

	3 months ended December 31					6 months ended December 31				Cumulative from
	2006			2005		2006		2005		July 1, 2004
			$	$		$		$		$
Cash flows used in operating activities
Loss for the period	(837,978	)		(820,338	)	(1,716,401	)	(1,166,872	)	(6,765,535	)
Items not affecting cash:
Amortization	5,970			4,209		10,350		7,638		28,911
Stock-based compensation	43,614			398,006		387,787		419,126		2,017,265
Loss (gain) on foreign exchange	23,023			(8,854	)	38,065		(96,497	)	(104,822	)
Changes in non-cash working capital items:
Decrease (increase) in accounts receivable	(46,121	)		(14,189	)	(42,717	)	(31,766	)	(59,744	)
Increase in deposits and prepaid expenses	(81,549	)		(17,869	)	(71,022	)	(22,769	)	(110,435	)
Increase (decrease) in accounts payable and accrued liabilities	15,707			(374,673	)	103,524		(491,313	)	136,719
Net cash used in operating activities	(877,334	)		(833,708	)	(1,290,414	)	(1,382,453	)	(4,857,641	)
Cash flows used in investing activities
Acquisition of mineral properties	(1,421,729	)		(400,107	)	(3,237,503	)	(2,118,832	)	(7,760,261	)
Acquisition of equipment	(133,075	)		(56,002	)	(244,988	)	(73,422	)	(463,927	)
Process plant expenditures	(2,071,648	)		-		(2,076,144	)	-		(2,263,445	)
Acquisition of subsidiaries	-			-		-		-		(2,183,225	)
Short-term investments	(5,875,000	)		1,179,000		(3,825,000	)	3,876,000		(9,450,000	)
Net cash provided by (used in) investing activities	(9,501,452	)		722,891		(9,383,635	)	1,683,746		(22,120,858	)
Cash flows from financing activities
Proceeds on issuance of capital stock	2,943,878			23,033		11,022,135		23,033		27,630,629
Share issue costs	-			-		(684,529	)	-		(1,552,983	)
Net cash provided by financing activities	2,943,878			23,033		10,337,606		23,033		26,077,646
Increase (decrease) in cash	(7,434,908	)		(87,784	)	(336,443	)	324,326		(900,853	)
Cash, beginning of period	7,592,646			516,872		494,181		104,762		1,058,591
Cash, end of period	157,738			429,088		157,738		429,088		157,738

Supplemental disclosure with respect to cash flows (Note 8)

The accompanying notes are an integral part of these consolidated financial statements.

-3-

Goldbelt Resources Ltd.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

1.NATURE OF OPERATIONS AND GOING CONCERN

Goldbelt Resources Ltd. (the “Company” or “Goldbelt”) is a Tier 1 listed company on the TSX Venture Exchange (“TSX-V”).

These unaudited consolidated financial statements are prepared by management in accordance with Canadian generally accepted accounting principles and follow the same accounting policies and methods of computation as the most recent annual financial statements for the year ended June 30, 2006. In the opinion of management all adjustments required for a fair and consistent preparation are included in these financial statements in accordance with the accounting principles of the Company. They do not include all the information and disclosure required by Canadian generally accepted accounting principles for annual financial statements. These consolidated financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements and notes for the year ended June 30, 2006.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

However, the Company is in the development stage and is subject to the risks and challenges similar to other companies in a comparable stage of development. These risks include, but are not limited to, the dependence on key individuals, successful discovery of economically recoverable reserves, the preservation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing necessary to complete development of the properties, and the future profitable production therefrom or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis and continue as a going concern.

There is no assurance that these initiatives will be successful and as a result there is substantial doubt regarding the going concern assumption. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

In addition, the properties may be subject to sovereign risk, including political and economic instability, government regulations relating to mining, currency fluctuations and local inflation. Changes in future conditions could require material write-downs of the carrying values.

The Company has adopted accounting guideline AcG 11 relating to enterprises in the development stage which encourages disclosure of cumulative balances from the inception of the development stage in the income statement and cash flow statement. The disclosure of cumulative information in the income statement and statement of cash flows reflect the Company’s operations from July 1, 2004, at which time the Company commenced the acquisition, exploration and development of its existing mineral exploration properties in Burkina Faso.

2.SHORT TERM INVESTMENTS

Short term investments consist of government investment certificates with weighted average interest rates of 3.9% and maturities up to November 2007.

-4-

Goldbelt Resources Ltd.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

3.PLANT AND EQUIPMENT

	December 31	June 30
	2006	2006
	$	$
Cost
Process plant(1)	1,893,794	-
Computer equipment	62,144	38,748
Field equipment	377,836	158,168
Office equipment	37,755	35,830
	2,371,529	232,746
Less: Accumulated amortization
Process plant	-	-
Computer equipment	26,953	10,890
Field equipment	59,426	5,195
Office equipment	25,283	16,039
	111,662	32,124
Net book value
Process plant	1,893,794	-
Computer equipment	35,191	27,858
Field equipment	318,410	152,973
Office equipment	12,472	19,791
	2,259,867	200,622

⁽¹⁾Process plant

On May 9, 2006, the Company entered into an exclusive option agreement with Tanami Gold NL (Australia) (“Tanami”) for the purchase of a used gold processing plant currently located near Darwin in the Northern Territory, Australia for A$2,000,000. A non-refundable deposit of $187,301 (A$200,000) was paid on signing the agreement and the balance of $1,587,525 (A$1,800,000) was paid in full in the current period. The Company has incurred $118,968 in expenditures relating to assessment of plant refurbishment and removal.

A refundable security deposit of $180,722 (A$200,000) was paid to Tanami to meet potential removal expenditures incurred by Tanami. The Company is obligated to dismantle this process plant at an estimated cost of approximately $1.2 million.

-5-

Goldbelt Resources Ltd.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

4.MINERAL PROPERTIES

The Company currently owns or is in the process of owning the following licenses in Burkina Faso:

Name and region in Burkina Faso	Description
Inata Gold Project, Northern Belahouro, Northern Houndé and Bougouriba, Southwestern Ouedogo, Southeastern	Exploitation License, in progress Exploration Licenses Exploration Licenses Exploration License

The Company is subject to an annual minimum exploration expenditure over the three year term of each license. The total commitment on all existing licenses until their respective expiry dates approximates $5.6 million. All licenses are subject to a government royalty of 3% on gross sales and the Inata Gold Project is subject to a an additional royalty of 2.5% payable to a third party.

			Houndé
			Bougouriba and
	Inata Project	Belahouro	Ouedogo
	Permit	Permits	Permits	Total
	$	$	$	$
Balance - June 30, 2005	9,741,320	-	499,883	10,241,203
Acquisition from Resolute	1,183,613	-	51,681	1,235,294
Assay and sampling	165,311	-	68,308	233,619
Drilling	382,266	-	-	382,266
Environmental studies	93,911	-	746	94,657
Geophysical	14,387	-	-	14,387
General and administrative	321,155	-	60,971	382,126
Hydrogeology	15,442	-	-	15,442
Project engineering	386,915	-	-	386,915
Resource and mine engineering	275,209	-	-	275,209
Salaries and benefits	418,044	4,968	114,924	537,936
Taxes	14,815	24,337	23,618	62,770
Travel and fuel	175,091	-	20,445	195,536
Expenditures in fiscal 2006	3,446,159	29,305	340,693	3,816,157
Balance - June 30, 2006	13,187,479	29,305	840,576	14,057,360
Assay and sampling	273,088	90,665	76,154	439,907
Drilling	1,038,834	378,342	247,579	1,664,755
Environmental studies	454	-	-	454
Geophysical	98,474	-	-	98,474
General and administrative	227,862	136,581	49,273	413,716
Project engineering	74,563	-	-	74,563
Resource and mine engineering	103,236	-	-	103,236
Salaries and benefits	196,546	84,660	41,411	322,617
Taxes	6,333	12,883	5,827	25,043
Travel and fuel	106,113	71,994	4,593	182,700
Expenditures in fiscal 2007	2,125,503	775,125	424,837	3,325,465
Balance - December 31, 2006	15,312,982	804,430	1,265,413	17,382,825

-6-

Goldbelt Resources Ltd.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

5.CAPITAL STOCK AND CONTRIBUTED SURPLUS

	Capital Stock
	Number			Contributed
	of Shares	Amount $		Surplus $
Authorized
Unlimited number of common shares without par value
Balance, June 30, 2005	34,109,552	11,737,625		652,792
Private placement	1,538,462	1,000,000		-
Exercise of warrants	10,588,235	6,882,353		-
Shares issued for mineral properties	1,900,453	1,235,294		-
Shares issued for settlement of debt	1,670,000	1,808,169		-
Exercise of agents’ compensation warrants	255,398	166,009		-
Exercise of options	660,000	66,000		-
Exercise of agents’ compensation options	565,647	294,132		-
Stock-based compensation	-	-		1,217,332
Agents’ compensation	-	-		25,000
Exercise of options	-	154,600		(154,600	)
Share issue costs	-	(101,950	)	-
Balance, June 30, 2006	51,287,747	23,242,232		1,740,524
Private placement	7,600,000	7,980,000		-
Exercise of warrants	4,714,932	2,944,118		-
Exercise of agents’ compensation warrants	26,923	19,115		-
Exercise of agents’ compensation options	158,283	79,142		-
Stock-based compensation				387,787
Agents’ compensation	-	-		188,000
Exercise of options	-	39,283		(39,283	)
Share issue costs - agents’ compensation	-	(188,000	)	-
Share issue costs	-	(684,769	)	-
Balance, December 31, 2006	63,787,885	33,431,121		2,277,028

Private placements

Year ended June 30, 2006

On January 13, 2006, the Company completed a private placement by issuing 1,538,462 common shares at $0.65 per share for gross proceeds of $1,000,000. The Company paid commissions and issuance costs of $76,950; and granted 107,692 common share purchase warrants valued at $25,000 and exercisable at $0.71 per share until January 13, 2007.

Period to December 31, 2006

On September 27, 2006, the Company completed a private placement by issuing 7,600,000 common shares at $1.05 per share for gross proceeds of $7,980,000. The Company paid commissions and issuance costs of $684,769; and granted 532,000 common share purchase warrants exercisable at $1.17 per share until September 27, 2007.

-7-

Goldbelt Resources Ltd.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

5.CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

The Company recorded a fair value of $188,000 for the 532,000 agents’ compensation warrants granted using the Black-Scholes option pricing model. This amount was recorded as cost of share issue and contributed surplus. The valuation was calculated with the following assumptions: risk free interest rate of 3.9%; annualized volatility factor of the expected market price of the Company’s common stock of 80%; expected life of the options of 1 year, and expected dividend yield of 0%.

Stock option plan

	Options			Weighted Average Exercise Price
	December 31 2006	June 30 2006		December 31 2006	June 30 2006
Outstanding, beginning of period Granted Exercised	5,110,000 - -	1,985,000 3,785,000 (660,000	)	0.67 - -	0.43 0.69 (0.10	)
Outstanding, end of period	5,110,000	5,110,000		0.67	0.67

	Number	Exercise	Expiry
Fiscal year granted	of Options	Price $	Date
2005	375,000	0.48	December 1, 2007
	150,000	0.25	July 12, 2009
	800,000	0.72	March 9, 2010
2006	500,000	0.54	September 26, 2010
	925,000	0.62	November 25, 2010
	1,550,000	0.69	December 16, 2010
	150,000	0.71	January 9, 2011
	660,000	0.89	February 10, 2011
Total	5,110,000

The Company has a stock option plan (the “Plan”) whereby, from time to time at the discretion of the Board of Directors, stock options are granted to directors, officers, employees and certain consultants to the lesser of 9,000,000 and 10% of the issued common shares. The exercise price of each option is based on the market price of the Company’s common stock at the date of grant less an applicable discount, subject to a minimum price of $0.10. The Board of Directors determines the vesting period at their discretion. As at December 31, 2006, options to acquire 5,110,000 common shares, were outstanding, of which 4,081,250 were exercisable.

-8-

Goldbelt Resources Ltd.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

5.CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

In fiscal 2006, the Company estimated a fair value of $1,589,700 for the 3,785,000 options granted using the Black-Scholes option pricing model. The valuation was calculated with the following assumptions: weighted average risk free interest rate of 3.9%; annualized volatility factor of the expected market price of the Company’s common stock of 70%; expected life of the options of 5 years, and expected dividend yield of 0%. The unamortized balance at June 30, 2006 was $424,803, of which $43,614 and $387,787 was amortized in the three month and six month period ended December 31, 2006 respectively. The unamortized balance at December 31, 2006 was $37,016.

Warrants and agents’ compensation options

The following table reflects the continuity of warrants and compensation options to acquire common shares of the Company at December 31, 2006:

Expiry Date	Exercise Price	Balance June 30,		Issued		Exercised Cancelled			Balance December
	$	2006							31,2006
March 3, 2007	0.50	1,882,353		-		(1,882,353	)		-
March 3, 2007	0.65	1,882,353		-		(1,882,353	)		-
March 3, 2007	1.00	125,000		-		-			125,000
March 3, 2007	0.65	500		79,141	(2)	-			79,641
March 3, 2007	0.50	835,123	(1)	-		(237,424	)	(2)	597,699
January 13, 2007	0.71	53,846		-		(26,923	)		26,923
January 13, 2008	0.65	180,995		-		(180,995	)		-
January 13, 2008	0.845	180,995		-		(180,995	)		-
January 17, 2008	0.75	294,118		-		(294,118	)		-
January 17, 2008	0.98	294,118		-		(294,118	)		-
September 27, 2007	1.17	-		532,000		-			532,000
		5,729,401		611,141		(4,979,279	)		1,361,263

⁽¹⁾    The Company issued 1,068,550 units as agents’ compensation options on the March 3, 2005 private placement. Each agent’s compensation option is exercisable at $0.50 into one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.65 until March 3, 2007. If the closing price of the shares of the Company on the TSX-V exceeds $0.95 for 21 consecutive trading days, warrant holders may be given written notice of a period of 30 days within which to exercise the share purchase warrants, failing which they will then expire.

⁽²⁾    The amount includes 158,283 common shares and 79,141 whole warrants issued upon exercise of 158,283 agents’ options.

-9-

Goldbelt Resources Ltd.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

For the three and six month periods ended December 31, 2006 and 2005

(Unaudited and expressed in Canadian Dollars)

6.RELATED PARTY TRANSACTIONS

The following table discloses the related party transactions, which were measured at the exchange amounts, for the financial periods as follows:

	Type of	3 months ended December 31				6 months ended December 31
Related party	fees		2006		2005		2006		2005
				$	$			$	$
Directors	Consulting		59,500		23,000		89,500		54,000
Director related entities	Professional		-		12,000		-		24,000
			59,500		35,000		89,500		78,000

7.SEGMENTED INFORMATION

All of the Company’s operations are in the mineral resource exploration industry with its principal business activity in the acquisition and development of mineral resource properties. The Company has mineral resource properties in Burkina Faso, a used processing plant in Australia and office equipment in Canada. Geographic information is as follows:

	December 31		June 30
		2006		2006
			$	$
Equipment and mineral properties:
Burkina Faso		17,722,575		14,234,022
Australia		1,893,794		-
Canada		26,323		23,960
		19,642,692		14,257,982

8.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

The significant non-cash transactions during the period ended December 31, 2006 included issuance of 532,000 (2005: 107,692) agents’ compensation warrants valued at $188,000 ($25,000) as agents’ compensation on a private placement (Note 5).

9.COMPARATIVE FIGURES

Certain comparative figures have been reclassified, where necessary, to conform to the current period’s presentation.

-10-

EX-99.2

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED DECEMBER 31, 2006

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended June 30, 2006 and the interim unaudited consolidated financial statements for the six month period ended December 31, 2006. Except as discussed below, all other factors referred to and discussed at June 30, 2006 remain substantially unchanged. Financial data contained herein has been prepared by management in accordance with Canadian Generally Accepted Accounting Principles. All amounts included in the MD&A are in Canadian dollars, unless otherwise specified.

This report is dated as at February 15, 2007. Additional information related to the Company, including its most recent audited consolidated financial statements, is available for review on SEDAR at www.sedar.com.

Company overview

Goldbelt Resources Ltd. (“Goldbelt” or the “Company”) is a Canadian based resource company with mineral properties in Burkina Faso, West Africa. The common shares of Goldbelt trade on the TSX Venture Exchange under the symbol GLD.

The Company’s mineral properties include 20 tenements covering a total area of 4,716 km² in the Belahouro, Houndé, Bougouriba and Koupela regions of Burkina Faso.

Belahouro tenements and Inata Project

The Belahouro tenements are located approximately 220 km north of Ouagadougou, the capital of Burkina Faso. Goldbelt initially acquired a permit within the Belahouro region which covered an area of 1,187 km² and had an expiry date of April 3, 2006. In accordance with Burkina Faso mining laws, the Company was required to apply for a mining permit within the term of this permit and no later than three months prior to the final expiry date of April 3, 2006. On December 23, 2005, the Company lodged an application for a mining permit on the Inata Project with the government of Burkina Faso and is currently awaiting the results of the governmental review of this application, the results of which are expected in the first quarter of calendar 2007.

The Inata Gold Project Mining Permit application covers an area of 26 km² which overlies mineral resources within the western portion of the previously permitted Belahouro area. The Inata Gold Project is subject to a third party royalty of 2.5% and a government royalty of 3% on gross sales. In April 2006 Goldbelt established 948,000 ounces of Measured and Indicated and 190,000 ounces of Inferred resources at the Inata Project. The resource statement was prepared and reported as of April 24, 2006 in accordance with National Instrument 43-101 (Canada) by RSG Global, a qualified resource consulting firm based in Perth, Australia.

This resource base has formed the basis of the pre-feasibility study (the “Study”) on the Inata Project. The Study concludes that Inata will process 633,000 ounces of gold with an average annual gold production of 106,500 ounces of gold for the first five years. The average cash operating cost will be US$290 per ounce over a 6.1 year mine life. The Study is based on mineable reserves of 9.2 million tonnes of ore with an average grade of 2.15 grams per tonne. The Study proposes open pit mining with the ore to be processed through a conventional CIL plant with a design capacity of 1.5 million tonnes per annum. Oxide ore will be the main mill feed for the early part of the project life, and average gold recoveries are estimated at 95% for the first four years, and 93% thereafter. The Study reports a Net Present Value of

-1-

US$44 million at 5% discount rate and an Internal Rate of Return of 28% at US$550 per ounce. Total capital costs are estimated to be US$65.8 million. The Study is based on the resources published in April, 2006. GBM Minerals Engineering Consultants Ltd. was the lead consultant engaged by Goldbelt to oversee completion of the Study. A technical report entitled Prefeasibility Study Report for the Belahouro Gold Mine Project dated September 18, 2006 has been filed on SEDAR.

At the time of application for the Inata mining permit, the Company applied for and subsequently received (in July and August 2006) 10 new contiguous exploration tenements covering an area of 2,474 km² which includes the original area of the previous Belahouro permit. The Company has 2 additional tenements covering an area of 496 km² which are contiguous to these tenements and which were granted in August 2005 and April 2006. All of the exploration tenements are for a three year period with the ability for two further renewals of three years each. The Company is required under Burkina Faso Mining Laws to spend approximately $600/km² annually in order to keep the Belahouro exploration tenements in good standing. There are a number of known gold occurrences over these tenements and drill data resulting from a drill program completed in 2006 is currently being compiled in preparation for a new drill program and eventually, revised resource estimation. These 12 exploration tenements and the Inata mining permit application together cover an area of 2,996 km² within the Belahouro region.

On May 9, 2006, the Company entered into an exclusive option agreement with Tanami Gold NL (Australia) (“Tanami”) for the purchase of a used gold processing plant currently located near Darwin in the Northern Territory, Australia for A$2,000,000. A non-refundable deposit of $187,301 (A$200,000) was paid on signing the agreement and the balance of $1,587,525 (A$1,800,000) was paid in full in the current period. The Company has incurred $118,968 in expenditures relating to assessment of plant refurbishment and removal. A refundable security deposit of $180,722 (A$200,000) was paid to Tanami to meet potential removal expenditures incurred by Tanami.

The Company is obligated to dismantle this process plant at an estimated cost of approximately $1.2 million.The process of determining the costs and timetables to refurbish the plant to bring the equipment to “as new” condition has been completed and preparations for the subsequent dismantling, relocation and refurbishment have begun.

All equipment on site at the plant has recently been subject to extensive review by GBM Metals Engineering Consultants, who have outlined a dismantling program scheduled to begin in late April/May 2007, to coincide with the end of the wet season. The engineers’ scope of work was to determine the work needed and costs associated with the refurbishment required to the plant. Preliminary reports indicate that the equipment is in better condition than originally anticipated, resulting in a reduction in both cost and time required to complete the refurbishment. In line with the final recommendations from the engineers, it is now being determined which auxiliary parts of the structure will be re-used, and which will be sold.

The Company completed a 33,500 meter drilling campaign over Inata and the other Belahouro resource projects in calendar 2006. The focus of this drilling campaign which has incurred approximately $1.2 million in direct drilling costs, is the definition and expansion of the resources at Inata and developing further resources within the Belahouro tenements. The expanded Inata resource base will form the nucleus of the Inata feasibility study, which is expected to be completed later this year. Ongoing work at Belahouro includes a recent re-design of the dam structure which will be providing process water to the mill. Initial results indicate that the dam’s wall can be reduced in length from 4.5km to approximately 2.5km with associated cost savings. Geotechnical reviews of the plant site, camp and access road are in progress.

-2-

Other exploration tenements

In addition to the Belahouro area exploration tenements, Goldbelt has been issued 8 additional highly prospective exploration tenements. Seven of these exploration tenements cover 1,655 km² in the Houndé and Bougouriba regions located in the southwest part of Burkina Faso and 1 permit covers 65 km² in the Koupela region, southeast part of Burkina Faso.

Goldbelt’s geologists have been actively exploring the Houndé and Bougouriba tenements. To date approximately 17,000 soil and rock samples have been collected and assayed. These geochemical assay results and earlier geophysical survey results are currently being collated to provide an updated geological model of the tenements. The Company completed 6,000 meters of drilling on the Karba permit in Houndé which have shown promising results. Eleven of these holes indicated intervals of 4 meters of 1.67 g/t to 4.47 g/t close to surface. The Company also completed 2,000 meters of reconnaissance drilling on the Mandiasso and Diosso contiguous tenements in Bougouriba and early drill results have been encouraging. At Mandiasso, 5 holes indicated between 1 g/t and 5.7 g/t over intervals of 2 to 10 meters. At Diosso, 5 holes indicated between 1 and 8 g/t over intervals of 2 to 6 meters, also close to surface. The details of the drill hole results have been previously disclosed on SEDAR. The Company plans to conduct a geophysical exploration program at Karba, Mandiasso and Diosso in order to identify drill targets in 2007. To date, the company has expended $1.3 million on exploration costs on these tenements. The Company is required under Burkina Faso Mining Laws to spend approximately $600/km² annually in order to keep these exploration tenements in good standing.

Analysis of Exploration Properties

The following table details the expenditures on the Burkina Faso properties as at December 31, 2006:

	Inata Project		Belahouro	Other
	Permit		Permits	Permits		Total
		$	$		$	$
Balance - June 30, 2005	9,741,320		-	499,883		10,241,203
Acquisition from Resolute	1,183,613		-	51,681		1,235,294
Assay and sampling	165,311		-	68,308		233,619
Drilling	382,266		-	-		382,266
Environmental studies	93,911		-	746		94,657
Geophysical	14,387		-	-		14,387
General and administrative	321,155		-	60,971		382,126
Hydrogeology	15,442		-	-		15,442
Project engineering	386,915		-	-		386,915
Resource and mine engineering	275,209		-	-		275,209
Salaries and benefits	418,044		4,968	114,924		537,936
Taxes	14,815		24,337	23,618		62,770
Travel and fuel	175,091		-	20,445		195,536
Expenditures in fiscal 2006	3,446,159		29,305	340,693		3,816,157
Balance - June 30, 2006	13,187,479		29,305	840,576		14,057,360
Assay and sampling	273,088		90,665	76,154		439,907
Drilling	1,038,834		378,342	247,579		1,664,755
Environmental studies	454		-	-		454
Geophysical	98,474		-	-		98,474
General and administrative	227,862		136,581	49,273		413,716
Project engineering	74,563		-	-		74,563
Resource and mine engineering	103,236		-	-		103,236
Salaries and benefits	196,546		84,660	41,411		322,617
Taxes	6,333		12,883	5,827		25,043
Travel and fuel	106,113		71,994	4,593		182,700
Expenditures in fiscal 2007	2,125,503		775,125	424,837		3,325,465
Balance - December 31, 2006	15,312,982		804,430	1,265,413		17,382,825

-3-

Liquidity and Capital Resources

The Company’s main sources of financing are its current cash and short term investments, equity markets and outstanding warrants and options. As at December 31, 2006, the Company had cash and short term investments of $9,607,738 compared to the June 30, 2006 balance of $6,119,181. The overall net increase from June 30, 2006 is due primarily to proceeds obtained from a significant private placement and an exercise of warrants. The increase is net of expenditures incurred on the Inata Project, and the Company’s drilling campaigns on Belahouro, Houndé and Bougouriba tenements, purchase of the used Brocks Creek gold processing plant in Australia, as well as general and administrative expenses.

In September 2006, the Company raised $7,980,000 though a private placement of 7,600,000 shares. In November 2006, the Company issued 4,714,932 common shares for proceeds of $2,944,118 pursuant to the exercise of all of the 4,714,932 warrants held by Resolute Limited of Perth, Australia.

During the quarter ended December 31, 2006, Company paid A$2 million under the terms of the agreement with Tanami to purchase the Brocks Creek plant located in Darwin, Australia. A refundable security deposit of A$200,000 was paid to Tanami to cover any potential removal expenditures incurred by Tanami. The Company is obligated to dismantle this plant which is estimated to cost approximately $1.2 million.

The Company had working capital of $9,677,785 as at December 31, 2006. These funds will be used to complete its calendar 1^st quarter 2007 exploration drilling program at Inata, dismantle and commence refurbishment of the Brocks Creek process plant, prepare a bankable feasibility study on the Inata Project, conduct further exploration drilling on the Houndé and Bougouriba projects and administrative expenses. The Company plans to fund the development of the Inata mine through additional equity and/or debt financing.

The Company continues to assess potential sources of financing to proceed towards developing the Inata Project and to further its exploration activities within the Belahouro and other license areas in Burkina Faso. While the Company has been successful in the past in raising financing, there is no guarantee that the Company will be as successful in the future.

-4-

Selected Quarterly Information

The results of operations and financial position are summarized in the following tables, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles.

$ Cdn	Dec 31, 2006 2nd Quarter Fiscal 2007		Sep 30, 2006 1st Quarter Fiscal 2007		Jun 30, 2006 4th Quarter Fiscal 2006		Mar 31, 2006 3rd Quarter Fiscal 2006
Statement of operations
Loss	(837,978	)	(878,423	)	(900,440	)	(1,245,303	)
Loss per share	(0.01	)	(0.02	)	(0.03	)	(0.03	)
Balance Sheet
Working capital	9,677,785		9,185,080		5,866,202		292,222
Total assets	30,211,494		29,622,165		20,681,494		14,939,322
Shareholders’ equity	29,320,477		27,170,963		20,311,485		12,913,315
Statement of Cash Flows
Investments in mineral properties	1,421,729		1,815,774		784,576		902,147
Cash flow from issue of shares	2,943,878		7,393,728		5,295,764		2,874,518

$Cdn	Dec 31, 2005 2nd Quarter Fiscal 2006		Sep 30, 2005 1st Quarter Fiscal 2006		Jun 30, 2005 4th Quarter Fiscal 2005		Mar 31, 2005 3rd Quarter Fiscal 2005
Statement of operations
Loss	(820,338	)	(346,534	)	(386,375	)	(965,154	)
Loss per share	(0.02	)	(0.01	)	(0.01	)	(0.06	)
Balance Sheet
Working capital	(1,383,371	)	(472,826	)	745,129		2,851,746
Total assets	12,789,020		13,507,222		14,862,378		13,749,743
Shareholders’ equity	10,307,048		10,706,347		11,031,761		11,201,702
Statement of Cash Flows
Investments in mineral properties	400,107		1,718,725		896,512		2,003,916
Cash flow from issue of shares	23,033		Nil		Nil		7,346,725

-5-

Results of Operations

Six Months Ended December 31, 2006

For the six month period ended December 31, 2006, the Company incurred a loss of $1,716,401 (2005 - loss of $1,166,872). The loss was due mostly to corporate travel and promotion of $340,959 (2005 - $192,113), salaries and benefits of $326,664 (2005 - $257,077), shareholder relations of $316,584 (2005 -$128,659) and stock-based compensation expense of $387,787 (2005 - $419,126). The Company is increasing exploration and development activity on its properties in Burkina Faso and accordingly more travel costs were incurred. In the current 6 month period, the Company incurred salaries for one additional officer and three employees who were not employed throughout the comparative period. Stock compensation expense for both periods relate mostly to the amortization of options granted in fiscal 2006. Shareholder relations increased as the Company sought to establish a broader profile in the investment community.

Three Months Ended December 31, 2006

For the three month period ended December 31, 2006 (2005: $820,338), the Company incurred a loss of $837,978 compared to a loss of $878,423 for the three month period ended September 30, 2006. The most significant changes relate to stock compensation expense and shareholder relations. Stock-based compensation decreased from $344,173 in the previous quarter to $43,614 in the current quarter due to immediate vesting of most of the existing options at September 30, 2006 which resulted in the immediate expensing of unamortized balances. Shareholder relations increased from $31,594 in the previous quarter to $284,990 in the current quarter due to the campaign to increase its investor profile.

The loss for the comparative three month period ended December 31, 2005 was $820,338. The most significant changes again relate to stock compensation expense and shareholder relations and for similar reasons. Stock-based compensation decreased from $398,006 in the comparative quarter to $43,614. Shareholder relations increased from $53,978 to $284,990.

Related Party Transactions

The following table discloses the related party transactions, which were in the normal course of operations and were measured at the exchange amounts, for the financial periods as follows:

Related party	Type of	3 months ended December 31			6 months ended December 31
	fees		2006	2005		2006	2005
Directors	Consulting		59,500	23,000		89,500	54,000
Director related entities	Professional		-	12,000		-	24,000
			59,500	35,000		89,500	78,000

The current period’s transactions with directors included $57,500 (2005: $54,000) paid to Mr. Paul Morgan and $32,000 (2005: $24,000) paid to Mr. Brian Irwin the latter of whom is currently compensated based on a monthly retainer of $5,000.

-6-

Financial Instruments

The Company’s financial instruments consist of cash, short term investments, receivables, accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

Critical accounting estimates

The recoverability of the carrying value of the Inata Gold Project is dependent upon the ability to economically mine the reserves, the ability of the Company to obtain necessary permits and financing to complete the development and future profitable production there from or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

The Company has yet to determine mineable reserves on its other mineral properties. The recoverability of the carrying values of these mineral properties is dependent upon the discovery of economically mineable reserves, the ability of the Company to obtain necessary permits and financing to complete the development and future profitable production there from or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

Changes in future conditions could require material write-downs of the carrying values of mineral properties. Management conducts periodic reviews of its mineral properties to determine if write-downs are required. Management estimated that no write-downs were required in the quarter.

Significant estimates and assumptions also include those related to the estimated useful lives of equipment, determinations as to whether costs are expensed or deferred, and stock compensation valuation assumptions. Financial results as determined by actual events could differ from those estimates.

Risks and Uncertainties

The Company’s business is subject to a number of risks related to its exploration and development projects as well as risks related to the mining industry generally. These have been disclosed in the most recent fiscal 2006 MD&A.

-7-

Outlook

Our plans are to complete the drilling program in Belahouro with the intention of adding to the current resource base at Inata through the incorporation of both the recent drill data at and around the Inata deposit itself, and from drill data captured during drilling of several nearby known mineralized corridors. The Company has completed the major requirements in the approval process for the Inata Mining Permit and once this Mining Permit is received, will negotiate a Mining Convention with the Government of Burkina Faso. The Company has experienced good relations with government officials of Burkina Faso in obtaining and renewing its exploration tenements and in the application process for the Inata Mining Permit and expects this relationship to continue in developing its mining projects in the country. The Company is progressing with the plans for dismantling the Brocks Creek process plant in Australia and the associated refurbishment. This process plant will be incorporated into the Inata feasibility study. We have received promising results from our 2006 drill programs in our other exploration tenements at Houndéand Bougouriba in south-west Burkina; we will accordingly focus our future exploration activities on recognized target areas. We remain open to the review of opportunities for possible merger or acquisition of mineral properties in Africa, particularly West Africa.

SHARE CAPITAL INFORMATION AS AT FEBRUARY 15, 2007
Common shares	63,979,207
Common share options	5,760,000
Common share purchase warrants	764,241
Agents’ compensation options	270,466
Agents’ compensation share purchase warrants	135,233
Common shares on a fully diluted basis	70,909,147

-8-

Cautionary Note

Certain statements contained herein constitute forward-looking statements which are not historical facts and are made pursuant to the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. When used in this document, words like "anticipate", "believe", "estimate" and "expect" and similar expressions are intended to identify forward-looking statements.

Information concerning exploration results and mineral reserve and resource estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. These forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable at the time they are made, are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfil projections/expectations and realize the perceived potential of the Company’s projects; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of environmental issues at the Company’s projects; the possibility of cost overruns or unanticipated expenses in work programs; the need to obtain permits and comply with environmental laws and regulations and other government requirements; fluctuations in the price of gold and other risks and uncertainties,

The United States Securities and Exchange Commission permits mining companies in their filings with the SEC to disclose only those mineral deposits that a company can economically and legally extract or produce. We may use certain terms in our publications such as resources that are prescribed by Canadian regulatory policy and guidelines but are not provided for in the SEC guidelines on publications and filings.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management or its independent professional consultants on the date the statements are made. The reader is cautioned that actual results, performance or achievements may be materially different from those implied or expressed in such statements.

Disclaimer

The information contained herein is prepared by the Company and believed to be accurate but has not been independently audited or verified, and is provided for informational purposes. This information is not to be construed as an offer or as a recommendation to buy or sell securities of Goldbelt Resources Ltd. The Company’s officers and directors assume no responsibility for use of this information in any way whatsoever and do not guarantee its accuracy.

-9-

EX-99.3

Exhibit 99.3

Form 52-109F2 Certification of Interim Filings

I, Collin Ellison, Chief Executive Officer of Goldbelt Resources Ltd., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Goldbelt Resources Ltd. (the issuer) for the interim period ending December 31, 2006;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: February 20, 2007

“Collin Ellison”

Chief Executive Officer

EX-99.4

Exhibit 99.4

Form 52-109F2 Certification of Interim Filings

I, Hemdat Sawh, Chief Financial Officer of Goldbelt Resources Ltd., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Goldbelt Resources Ltd. (the issuer) for the interim period ending December 31, 2006;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: February 20, 2007

“Hemdat Sawh”

Chief Financial Officer