6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

November 24, 2006

Commission File No.: 0-18939

BERKLEY RESOURCES INC.

(Translation of Registrant's name into English)

400-455 Granville Street, Vancouver, B.C. V6C 1T1

(Address of principal executive office)

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

xForm 20-F oForm 40-F

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

oYes xNo

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.

Registrant:BERKLEY RESOURCES INC.

By:                         /s/ Connie Lillico

                              CONNIE LILLICO, CORPORATE SECRETARY

Date:                     November 24, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Cover Page
99.2	3rd Quarter Financial Statements
99.3	Management's Discussion & Analysis
99.4	CEO Certification
99.5	CFO Certification

EX-99.1

BERKLEY RESOURCES INC.

400-455 Granville Street

Vancouver, BC

Canada V6C 1T1

Phone: (604) 682-3701

Fax: (604) 682-3600

Web: www.berkleyresources.com

Info: ir@berkleyresources.com

Q3 INTERIM FINANCIAL STATEMENTS

FOR PERIOD ENDING SEPTEMBER 30, 2006

Shares Traded

TSX Venture Exchange

Symbol: BKS

OTCPK

Symbol: BRKDF

Directors and Officers

Lloyd Andrews, Director & Chairman

Matt Wayrynen, Director, Executive Chairman and CEO

Lindsay Gorrill, Director, President and COO

David Wolfin, Director & VP Finance

Jim O’Byrne, Director & VP Operations

Ron Andrews, Director

Louis Wolfin, Director

Phillip Piffer, Director

Tyrone Docherty, Director

Connie Lillico, Secretary

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

EX-99.2

BERKLEY RESOURCES INC.

BALANCE SHEETS

(Prepared by Management)

	September 30,			December 31,
As at	2006			2005
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	459,471		$	1,894,681
Accounts receivable		567,935			278,856
Taxes recoverable		5,237			22,325
Prepaid expenses		69,768			101,689
Due from related party		-			3,454
		1,102,411			2,301,005
Prepaid oil and gas costs		-			295,350
Oil and gas properties and equipment (Note 3)		6,977,370			3,939,531
Rental property (Note 4)		2,038,924			2,049,015
Other property plant and equipment (Note 5)		5,785			6,449
	$	10,124,490		$	8,591,350
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	1,338,359		$	353,363
Bank loans (Note 6)		3,389,402			1,922,146
Due to related parties (Note 9(a))		33,869			124,917
		4,761,630			2,400,426
Site restoration liabilities		89,339			85,439
		4,850,969			2,485,865
SHAREHOLDERS' EQUITY
Share Capital (Note 7)		8,962,421			8,762,671
Contributed Surplus		734,054			589,036
Deficit		(4,422,954	)		(3,246,222	)
		5,273,521			6,105,485
	$	10,124,490		$	8,591,350

NOTE 1 - NATURE OF OPERATIONS

Approved by the Directors:

“Matt Wayrynen”                 Director             “Lindsay Gorrill”            Director

BERKLEY RESOURCES INC.

STATEMENTS OF OPERATIONS

(Unaudited - Prepared by Management)

	Three Months ended						Nine Months ended
	September 30,						September 30,
	2006			2005			2006			2005
OIL AND GAS REVENUE	$	382,094		$	282,766		$	1,190,394		$	1,137,854
Oil and gas production expenses
Operating costs		269,067			134,582			600,964			448,825
Interest on bank loan		8,837			-			8,837			-
Amortization and depletion		83,000			60,000			532,000			350,000
Accretion of site restoration liabilities		1,300			3,340			3,900			6,300
		362,204			197,922			1,145,701			805,125
NET OIL AND GAS INCOME		19,890			84,844			44,693			332,729
RENTAL REVENUE		63,727			61,780			185,742			179,751
Rental operations expenses
Operating costs		50,246			46,592			143,465			147,780
Interest on bank loan		74,559			34,611			166,409			68,416
Amortization		3,363			3,363			10,091			10,091
		128,168			84,566			319,965			226,287
NET RENTAL LOSS		(64,441	)		(22,786	)		(134,223	)		(46,536	)
GENERAL AND ADMINISTRATIVE EXPENSES
Administrative, office services and premises		72,190			86,294			245,397			289,032
Stock based compensation		50,918			29,060			145,018			148,037
Management fees		57,586			47,580			179,747			139,580
Consulting fees		52,661			24,936			195,227			75,061
Professional fees		22,126			41,857			93,954			89,394
Filing and transfer agent fees		6,009			3,221			22,177			15,532
Shareholder information		4,307			12,403			22,049			67,282
Amortization		367			-			1,098			-
		(266,164	)		(245,351	)		(904,667	)		(823,918	)
OTHER INCOME (EXPENSES)
Interest expense		(4	)		(4,357	)		(849	)		(4,357	)
Loan advancement fee (Note 6)		(196,000	)		-			(196,000	)		-
Interest and other income		2,685			277			14,314			1,080
		(193,319	)		(4,080	)		(182,535	)		(3,277	)
LOSS FOR THE PERIOD	$	(504,034	)	$	(187,373	)	$	(1,176,732	)	$	(541,002	)
LOSS PER SHARE	$	(0.04	)	$	(0.02	)	$	(0.08	)	$	(0.06	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		14,243,174			9,917,310			14,205,216			9,805,172

BERKLEY RESOURCES INC.

STATEMENTS OF DEFICIT

(Unaudited - Prepared by Management)

	Nine Months ended
	September 30,
	2006			2005
DEFICIT, beginning of period	$	(3,246,222	)	$	(1,323,764	)
Loss for the period		(1,176,732	)		(541,002	)
DEFICIT, end of period	$	(4,422,954	)	$	(1,864,766	)

BERKLEY RESOURCES INC.

STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)

	Three Months ended						Nine Months ended
	September 30,						September 30,
	2006			2005			2006			2005
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Loss for the period	$	(504,034	)	$	(187,373	)	$	(1,176,732	)	$	(541,002	)
Items not requiring cash in the year:
Accretion of site restoration liability		1,300			3,340			3,900			6,300
Amortization and depletion		86,730			63,363			543,189			360,091
Loan advancement fee		196,000			-			196,000			-
Stock based compensation		50,918			29,060			145,018			148,037
		(169,086	)		(91,610	)		(288,625	)		(26,574	)
Net change in non-cash working capital balances:
Accounts receivable		(253,935	)		210,142			(289,079	)		(270,623	)
Taxes recoverable		12,012			17,357			17,088			22,187
Prepaid expenses		(9,438	)		(34,681	)		31,921			(33,463	)
Due from related parties		-			-			3,454			(3,454	)
Accounts payable and accrued liabilities		370,866			(26,892	)		984,996			(523,584	)
Due to related parties		8,573			2,500			(91,048	)		2,500
		(41,008	)		76,816			368,707			(833,011	)
INVESTING ACTIVITIES
Prepaid oil and gas costs		-			-			295,350			376,693
Oil and gas properties and equipment, net		(1,548,895	)		(368,911	)		(3,569,839	)		(1,521,989	)
Other capital assets		(434	)		360			(434	)		(5,957	)
		(1,549,329	)		(368,551	)		(3,274,923	)		(1,151,253	)
FINANCING ACTIVITIES
Bank loans		1,629,306			469,328			1,467,256			1,405,666
Issuance of common shares		-			1,300			3,750			91,492
		1,629,306			470,628			1,471,006			1,497,158
Increase (Decrease) in Cash		38,969			178,893			(1,435,210	)		(487,106	)
Cash, Beginning of Period		420,502			46,679			1,894,681			712,678
Cash, End of Period	$	459,471		$	225,572		$	459,471		$	225,572

BERKLEY RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2006

(Unaudited - Prepared by Management)

NOTE 1 - NATURE OF OPERATIONS

Berkley Resources Inc. (“the Company”) was created on the amalgamation of Fortune Island Mines Ltd., Kerry Mining Ltd. and Berkley Resources Ltd. under the Company Act (British Columbia) on July 18, 1986. The Company is in the business of acquisition, exploration, development and production from petroleum and natural gas interests in Alberta and Saskatchewan, Canada. The Company also rents commercial office space in a building it owns in Vancouver, Canada.

The Company will likely have to periodically raise additional funds to participate in future exploration and development work on its petroleum and natural gas properties. Management intends to issue additional shares in the upcoming year for this purpose.

NOTE 2 - BASIS OF PRESENTATION

These unaudited Financial Statements have been prepared in accordance with the instructions for the preparation of such financial statements contained in the CICA Handbook Section 1751. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These Unaudited Financial Statements should be read in conjunction with the Audited Financial Statements and Notes thereto for the fiscal year ended December 31, 2005. These Financial Statements, and accompanying Notes, have not been reviewed by an auditor.

In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the nine month period ended September 30, 2006 are not necessarily indicative of the results that can be expected for the year ended December 31, 2006.

NOTE 3 - OIL AND GAS PROPERTIES AND EQUIPMENT

	2006			2005
Oil and gas properties and equipment, cost	$	12,818,997		$	8,155,795
Less: Accumulated amortization and depletion		(5,841,627	)		(3,594,127	)
	$	6,977,370		$	4,561,668

Oil and gas properties and equipment includes the cost of unproven properties of approximately $501,000 (2005 - $200,000), which are currently not subject to depletion.

BERKLEY RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2006

(Unaudited - Prepared by Management)

NOTE 4 - RENTAL PROPERTY

	2006			2005
Building, at cost	$	447,652		$	447,652
Less: Accumulated amortization		(147,722	)		(134,822	)
		299,930			312,830
Land, at cost		1,738,994			1,738,994
	$	2,038,924		$	2,051,824

NOTE 5 - OTHER CAPITAL ASSETS

	2006							2005
	Cost		Accumulated amortization			Net		Net
Computer equipment	$	28,382	$	(25,240	)	$	3,142	$	5,340
Furniture and fixtures		8,521		(5,879	)		2,642		2,936
Truck		39,040		(39,039	)		1		1
	$	75,943	$	(70,158	)	$	5,785	$	8,277

NOTE 6 - LOANS PAYABLE

	2006		2005
Canadian Imperial Bank of Commerce	$	589,402	$	351,722
Quest Capital Corp.		2,800,000		-
IMOR Capital Corp.		-		1,500,000
	$	3,389,402	$	1,851,722

The bank loan payable to the Canadian Imperial Bank of Commerce (“CIBC”) bears interest at prime plus 1.00% per annum, is due on demand, and is secured by a first mortgage in the amount of $650,000 over the Company’s rental property (Note 4) and an assignment of rents and insurance. Also, one director has supplied a guarantee of $300,000. The Company is currently making monthly payments of $8,000 towards interest and reduction of principal.

The bank loan payable to Quest Capital Corp (“Quest”) bears interest at 12.00% per annum with monthly interest only payments of approximately $28,000 and is secured by a promissory note, a second mortgage and assignment of rents over the Company’s real estate, a first charge debenture over the oil and gas assets and a general security agreement. In consideration for the advance of the loan, a bonus payment of $196,000 was paid to Quest in the form of 301,538 common shares of the Company. The balance of the loan is due September 7, 2007. The lender, at its option, may extend the maturity date of this loan by one year at the request of the Company. Partial proceeds of this loan were used to pay out the IMOR Capital Corp. loan.

In addition, the Company has a $50,000 revolving demand credit line with the CIBC that bears interest at prime plus 1% per annum. As at September 30, 2006, there was a nil balance outstanding with regard to the credit line.

BERKLEY RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2006

(Unaudited - Prepared by Management)

NOTE 7 - SHARE CAPITAL

(a) Authorized

Unlimited common shares without par value

	2006				2005
	Number of shares		Amount		Number of shares		Amount
Balance, beginning of period		14,184,955	$	8,762,671		9,681,977	$	5,734,921
Issued in the year for cash:
Exercise of warrants		2,500		3,750		-		-
Exercise of stock options		-		-		237,000		89,010
Share issuance for Quest loan		301,538		196,000		-		-
Share issuance costs recovery		-		-		-		2,482
Balance, end of period		14,488,993	$	8,962,421		9,918,977	$	5,826,413

(b) Management incentive options

	2006					2005
	Number of shares subject to option			Weighted average exercise price per share		Number of shares subject to option			Weighted average exercise price per share
Balance outstanding, beginning of period		1,634,000		$	0.72		1,226,000		$	0.47
Activity in the period:
Granted		600,000			0.56		-			-
Exercised		-			-		(237,000	)		0.38
Cancelled		(20,000	)		0.78		-			-
Lapsed		-			-		-			-
Balance outstanding, end of period		2,214,000		$	0.68		989,000		$	0.60

BERKLEY RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2006

(Unaudited - Prepared by Management)

NOTE 7 - SHARE CAPITAL (continued)

A summary of management incentive options outstanding is as follows:

Exercise Price Per Share	Expiry date	Number of Shares Remaining Subject to Options at End of Period
		2006	2005
$0.52	September 19, 2008	580,500	580,500
$0.57	September 19, 2008	150,000	150,000
$0.74	September 19, 2008	6,000	21,000
$0.81	October 19, 2009	200,000	200,000
$0.77	October 29, 2009	37,500	37,500
$0.90	December 23, 2010	640,000	-
$0.56	September 21, 2011	600,000	-
		2,214,000	989,000

The Company has adopted a 2006 Stock Option Plan (the “Plan”) which provides for the granting of options to acquire up to 2,837,000 shares. The Plan provides for the granting of options to employees and service providers, with no single optionee to be granted options in excess of 5% of the number of issued shares of the Company. All options are to be granted at fair value, and the term of the options granted is not to exceed five years. Options to acquire a total of 2,214,000 shares have been granted and are outstanding at September 30, 2006 under the Plan.

Effective January 1, 2004, the Company adopted the provisions of CICA Handbook Section 3870 “Stock Based Compensation and Other Stock Based Payments” with respect to the fair market value accounting for stock options granted to employees. In prior years, the Company recorded the fair market value of the stock options granted to non-employees only as compensation expense.

During the three months ended September 30, 2006 the Company granted incentive stock options for the purchase of up to 600,000 shares at a price of $0.56 per share exercisable on or before September 21, 2011 to directors, officers, employees and consultants of the Company. The fair value of the options to be charged to operations over the eighteen month vesting period is $198,900. The fair value of the options granted was estimated at the date of granting using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 3.913%, dividend yield of 0%, volatility factor of 54.62%, and an average life of 3 years.

The Black-Scholes valuation model was developed for use in estimating the fair value of traded options which are fully transferable and freely traded. In addition, option valuation models require the input of highly subjective assumptions including estimated stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

BERKLEY RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2006

(Unaudited - Prepared by Management)

NOTE 7 - SHARE CAPITAL (continued)

(c) Warrants

A summary of share purchase warrants outstanding is as follows:

Exercise Price Per Share	Expiry date	Number of Warrants
		2006	2005
$1.25	November 10, 2006	241,110	241,110
$1.50	November 10, 2006	551,250	553,750
$1.25	November 30, 2006	129,000	129,000
$1.50	November 30, 2006	319,500	319,500
$1.36	December 10, 2006	45,872	45,872
$1.25	December 28, 2007	636,000	-
		1,922,732	1,289,232

NOTE 8 - INCOME TAXES

The potential benefit of net operating loss carry forwards has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

NOTE 9 - RELATED PARTY TRANSACTIONS

(a)  Due to related parties consists of $7,000 (2005 - $2,500) due to Directors of the Company for Directors fees and expense reimbursements and $26,869 (2005 - $22,640) to a private company owned by public companies having common Directors that provides administrative services, office supplies and accounting services.

(b)  Management and consulting fees totaling $179,747 (2005 - $139,580) were paid to Directors and their private companies in the period.

(c)  Consulting fees totaling $72,000 (2005 - $72,000) were paid to a former Director and his spouse in the period.

(d)  Administrative services, office supplies and accounting charges totaling $91,008 (2005 - $84,499) were paid to a private company owned by public companies having common Directors.

NOTE 10 - COMMITMENT

Under the terms of Consulting Agreements with a former Director and his spouse, the Company is required to make the future payments of $24,000 in the 2006 fiscal year. Upon payment of this amount by December 31, 2006, the terms of the agreement will be fulfilled and no further obligation will exist.

BERKLEY RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2006

(Unaudited - Prepared by Management)

NOTE 11 - COMPARATIVE FIGURES

Certain of the comparative figures for 2005 have been reclassified, where applicable, to conform to the presentation adopted for the current year.

NOTE 12 - SUBSEQUENT EVENTS

Subsequent to the period ended September 30, 2006 the Company closed the following private placements:

i.  A first tranche of a non-brokered private placement of 813,000 flow-through shares at a price of $0.90 per share. The Company has paid cash of $49,644 in finders’ fees.

ii.  A second tranche of a non-brokered private placement of 919,200 flow-through shares at a price of $0.90 per share and 715,600 units at a price of $0.90 per unit with each unit consisting of one common share and one-half non-transferable share purchase warrant. Each whole warrant under the Non Flow Through Offering will entitle the investor to purchase one additional share at a price of $1.20 until April 30, 2007 and then at a price of $1.50 until December 31, 2007. The Company has paid cash of $55,547 in finders’ fees.

Subsequent to the period ended September 30, 2006, the Company entered into a consulting agreement with an unrelated party. The consultant will provide assistance in various financing activities. The Company will pay a cash fee of 7% and 3% of the gross proceeds on any equity or debt financing sourced by the consultant respectively. The agreement terminates on November 9, 2007.

EX-99.3

Berkley Resources Inc.

Form 51-102F1

MANAGEMENT’S DISCUSSION & ANALYSIS

For the period ended September 30, 2006

Page 1

The following discussion and analysis of the operations, results and financial position of Berkley Resources Inc. (the “Company”) for the period ended September 30, 2006 should be read in conjunction with the September 30, 2006 interim financial statements and the related notes. The effective date of this report is November 21, 2006.

Forward Looking Statements

Except for historical information, the Management’s Discussion & Analysis (the “MD&A”) may contain forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity performance or achievement to vary from those expressed or implied by these forward looking statements.

Description of Business

The Company’s principal business activities are the acquisition, development, exploration, production and marketing of petroleum and natural gas reserves in Alberta and Saskatchewan. The Company also has real estate holdings. The Company is a reporting issuer in British Columbia and Alberta and trades on the TSX Venture Exchange under the symbol BKS and on the Frankfurt Stock Exchange under the symbol W80 and WKN 871666.

Overall Performance

The Company operates in two distinct segments, oil and gas and real estate rental. An overview analysis by segment is as follows:

Oil and Gas

Industry Overview

The oil and gas industry had a very active third quarter 2006 even though the oil prices have dropped from U.S. $70 per barrel at the beginning of the third quarter to approximately U.S. $59 by the end of the third quarter and into the fourth quarter.  Oil prices currently at U.S. $70.00 per barrel for West Texas Intermediate (WTI), however natural gas prices have stayed around the $7.00/mcf and below for the third quarter 2006 and into the fourth quarter.  There continues to be strong competition for labor, goods and services throughout Industry which has resulted in 20% to 40% increase in drilling and new exploration costs, year-over-year.  This will require that all Operators give added attention to long range planning.

Company Activity

The Company has drilling scheduled for two areas in Alberta during the balance of 2006 and into 2007. Both are high quality prospects, one is natural gas (Crossfield) and the second is a combination of dual zone oil and shallow natural gas (Senex).  The Company recently reported on these two areas as follows:

Senex Area, Alberta (Townships. 92/93, Ranges 6/7 W5M):

Berkley (20% ±) and its operating partner Onefour Energy Ltd. (80% ±) have increased their land holdings in this Area to approximately 61 sections. This increase in land holdings will provide the Company with a very large block on which to develop all three productive formations identified to date. The winter drilling continues very successfully with eleven wells completed as producers or potential producers: three are shallow gas completions; four are completed as pumping oil wells; two are cased as potential oil wells and three are strong flowing oil wells capable of producing up to 500/600 barrels/day but currently being produced at between 200/400 barrels/day.  The one non-producing well drilled on the lands will be used to provide water disposal capabilities for the production facility.

Berkley Resources Inc.

Form 51-102F1

MANAGEMENT’S DISCUSSION & ANALYSIS

For the period ended September 30, 2006

Page 2

The Company and its partner have a nine well follow-up program planned between now and April 2007. The 3D seismic program conducted in January 2005 and extended during the first quarter of 2006, provides strong support for the proposed follow-up drilling program. The original 3D seismic covered approximately 14 sections and another two 3D seismic programs completed in 2006 covered an additional 11 sections.   The Company also plans to finalize another 3D seismic program in the fourth quarter, to increase its knowledge for future targets.

Crossfield West Area, Alberta (Township 28, Range 1 W5M):

The licensing process of this sour-gas prospect is well underway. The Company (35%) and its partners have negotiated extensions to certain of its freehold leases which will maintain our existing drilling lease block of six sections; major investment has entered the immediate area of the Company’s lease block with an undisclosed party paying over three million dollars for near and adjacent leases at the March 22, 2006 Alberta Crown Sale.  BP Canada paid $532,000 for a one section parcel diagonally offsetting our lands. The highest price paid at the Sale was for a one section lease laterally adjoining our block where a broker paid $770,304 ($3,009/hectare).  The Company and its partners have sufficient holdings to move ahead with our own drilling plans; however negotiations are being pursued with the acquiring parties to extend our acreage position.  

Summary

The Company has made a major commitment to the Senex Area in north-central Alberta. Large reserves of oil have been identified in two Devonian formations and a significant natural gas reserve in shallow lower Cretaceous sand.   All three opportunities are being evaluated and the company has drilled 3 successful wells between August and November, 2006.   As stated above, we have targeted nine more wells to drill in this area by the end of the first quarter 2007. The Company’s working interest in this project is mostly 20%.  Good progress is being made in the licensing process at Crossfield.  The Company now expects to drill this prospect by the end of the second quarter 2007.

Real estate

The office building in downtown Vancouver continues to have near full occupancy, with consistent operating results within a narrow range. In all material aspects the building achieved breakeven on an operating basis.  In order to expand the Company’s oil and gas opportunities there was an addition of a new mortgage on the building in 2005 and subsequent increase in the mortgage in the third quarter of 2006. As a result, the building is currently running at a monthly cash flow deficit of approximately $15,000.  The Company believes that it will be able to pay down this mortgage from future oil and gas revenues.

Results of Operations

Three months ended September 30, 2006 (“Q3-2006”) compared with the three months ended September 30, 2005 (“Q3-2005”).

Oil and gas

Oil and gas revenue was $382,094 for Q3-2006 compared to $282,766 for the same period in 2005, an increase of $99,328. The increase in Q3-2006 revenue is primarily due to higher crude oil sales. The production expenses for Q3-2006 were higher at $362,204 compared to $197,922 for 2005 and are a result of increases of $134,485 in operating costs, $23,000 in amortization and depletion charges and $8,837 in interest expense. The interest charges are due to the new Quest Capital Corp. (“Quest”) loan whereby 60% of the loan’s interest is charged to the oil and gas segment. There was a net income of $19,890 for the Q3-2006 compared to a net income of $84,844 reported for the same period in 2005. The demand for labour, services and equipment continues to put upward pressure on prices as is evident with the increase in operating costs.

Berkley Resources Inc.

Form 51-102F1

MANAGEMENT’S DISCUSSION & ANALYSIS

For the period ended September 30, 2006

Page 3

Real estate

There was a net rental loss of $64,441 for Q3-2006 compared with net rental loss of $22,786 for Q3-2005, a difference of $41,655. Operating costs increased by $3,654 in Q3-2006 due to the timing of some costs between the periods. Otherwise, the operating costs remained fairly consistent. The net rental loss was higher in Q3-2006 by $41,655 because of interest charges associated with the $1.5 million mortgage from IMOR Corp. which was paid out in Q3-2006 and the newly acquired loan of $2.8 million from Quest. In Q3-2005 the interest charges relating to the IMOR loan were based on a lessor amount of $1.0 million. The building had slightly higher occupancy in Q3-2006 than it had in Q2-2005 and the resulting increase in rental revenue was $1,947.

Head office - general and administrative expenses

General and administrative expenses totaled $266,164 for Q3-2006 compared with $245,351 for Q3-2005. The increase of $20,813 is due to a combination of cost increases and decreases. Increases of $21,858 in stock based compensation, $10,006 in management fees, $27,725 in consulting fees and $2,788 in filing and transfer agent fees were experienced while there were decreases of $14,104 in administrative, office services and premises expenses, $19,731 in professional fees and $8,096 in shareholder information costs. The increase in management fees is attributed to the addition of an officer part way through the Q3-2005 period whereas Q3-2006 experienced an expense for the full quarter. The increase in consulting fees is because of consulting agreements with unrelated parties to seek out financial opportunities. The administrative, office services and premises expense was higher in Q3-2005 due to a commitment fee on a loan secured at that time. Professional fees were less in Q3-2006 because no legal fees were incurred concerning the filing of the Form 20-F with the Securities Exchange Commission whereas in Q3-2005, the Company incurred fees regarding the 2003 and 2004 Form 20-F. The decrease in shareholder information costs was a result of an investor relations agreement in Q3-2005 that cost $10,000 compared to $nil in Q3-2006.

Loss for the period

Loss for Q3-2006 was $504,034 compared with a loss of $187,373 for Q3-2005, an increase of $316,661. As noted earlier there was the decrease in net oil and gas income combined with significantly higher interest charges in the real estate segment and an increase in stock based compensation under general and administrative costs. The remainder of the increase in loss is due to an other expense item of $196,000 incurred in Q3-2006 but not Q3-2005. This item was a loan advancement bonus that was a result of the Quest financing and was paid out through the issuance of 301,538 common shares of the Company instead of cash.

Berkley Resources Inc.

Form 51-102F1

MANAGEMENT’S DISCUSSION & ANALYSIS

For the period ended September 30, 2006

Page 4

Nine months ended September 30, 2006 (“YTD-2006”) compared with the nine months ended September 30, 2005 (“YTD-2005”).

Oil and gas

In total, there was a net oil and gas income of $44,693 for YTD-2006 compared to $332,729 for YTD-2005, a decrease of $288,036. Revenue was up by $52,540 due to higher production levels but operating costs increased significantly more by $152,139. Overall production expenses were up by $340,576 due primarily to the higher operating costs and an increase of $182,000 in amortization and depletion expense. Interest charges of $8,837 were also incurred in the current period compared to $nil in YTD-2005.

Real estate

The net rental loss for YTD-2006 was $134,223 compared to $46,536 in YTD-2005, an increase of $87,687. While the rental revenue actually increased by $5,991 and operating costs was reduced by $4,315, there was an increase in loan interest charges of $97,993 that caused a higher net rental loss. As discussed in the quarterly comparison above, the increase in loan interest charges was due to the payout of the IMOR Capital Corp. loan and securing of a new loan with Quest for a higher amount. As well, the Company did not start incurring the interest charges until the second quarter of 2005 so YTD-2006 has recorded four more months of interest compared to YTD-2005. In regards to operating costs, the costs are fairly consistent with the primary change being lower repair and maintenance costs in the YTD-2006 period.

Head office - general and administrative expenses

General and administrative costs for YTD-2006 were $904,667 compared to $823,918 for YTD-2005, an increase of 80,749. There were increases of $40,167 in management fees, $120,166 in consulting fees, $4,560 in professional fees and $6,645 in filing and transfer agent fees. The increase in management fees is due to the hiring of a President in the fourth quarter of 2005. The YTD-2006 period incurred full costs in this regard compared to approximately two months worth of costs in YTD-2005. Consulting fees increased as a result of consulting agreements with unrelated parties to seek out and evaluate other financial opportunities, look at corporate strategy and equity market planning and provide a market valuation of the real estate property. The change in professional fees was due to a variety of factors. There were increases in legal services in regards to evaluating new business opportunities and engineering services in regards to the oil and gas reserve report. These cost increases outweighed the decreases in audit fees and general legal services.

There were decreases of $43,635 in administrative, office services and premises, $3,019 in stock based compensation and $45,233 in shareholder information costs. The administrative, office services and premises costs were substantially reduced primarily because there were less financing fees incurred in YTD-2006 compared to YTD-2005. Administrative related costs that increased however were personnel costs, travel expenses and director fees. These cost increases were due to increased costs associated with exploring new business opportunities, new quarterly director’s fees for those directors not earning other forms of compensation from the Company and an increase in support staff. Shareholder information costs decreased as a result of there being no investor relations agreements during YTD-2006 compared to a $5,000 per month agreement during part of YTD-2005. Otherwise, the Company maintained a similar level of company promotion and awareness.

Berkley Resources Inc.

Form 51-102F1

MANAGEMENT’S DISCUSSION & ANALYSIS

For the period ended September 30, 2006

Page 5 

Loss for the period

Loss for the period for YTD-2006 was $1,176,732 compared with 541,002 for YTD-2005, an increase of $635,730. The increase in the loss for the respective periods is due to the reasons discussed above; most notably the higher operating costs and amortization and depletion charges in the oil and gas segment, significantly higher interest charges in the real estate segment, higher management and consulting fees in the general and administrative section and the other expense item of $196,000 concerning the Quest financing arrangement. Despite the higher costs in the oil and gas segment, there continues to be a net oil and gas income as opposed to a net loss. Although the majority of the proceeds from financing activities are used on the oil and gas properties, the portion of interest on the loans of which the real estate provides the security is charged to the real estate segment. Without these interest charges the real estate segment would be in a net rental income position of approximately $18,000 for YTD-2006 and $8,000 for YTD-2005.

Summary of Quarterly Results

	2006			2006			2006			2005			2005			2005			2005			2004
Period Ended	Sep 30 Q3 $			Jun 30 Q2 $			Mar 31 Q1 $			Dec 31 Q4 $			Sep 30 Q3 $			Jun 30 Q2 $			Mar 31 Q1 $			Dec 31 Q4 $
Net income (loss) before general and administration expense and other income and expenses		(44,551	)		(88,029	)		43,050			(1,614,416	)		62,058			53,947			170,188			(71,330	)
Loss for the period		(504,034	)		(404,968	)		(267,730	)		(1,381,456	)		(187,373	)		(231,260	)		(122,369	)		(471,083	)
Basic loss per Share		(0.04	)		(0.03	)		(0.02	)		(0.14	)		(0.02	)		(0.02	)		(0.01	)		(0.07	)
Diluted loss per Share		n/a			n/a			n/a			n/a			n/a			n/a			n/a			n/a

Liquidity

At September 30, 2006 the Company had current assets of $1,102,411, of which $459,471 was comprised of cash. Current liabilities totaled $4,761,630, of which 3,389,402 was comprised of bank loans concerning the real estate property and oil and gas properties. Current assets were used to further investment in oil and gas properties and equipment by $1,548,895 in Q3-2006.

Total working capital deficiency at September 30, 2006 is $3,659,219, compared with a working capital deficiency of approximately $99,421 at December 31, 2005.

Total working capital deficiency includes a bank demand loan of $589,402 and a loan of $2,800,000 to Quest that will be due September 7, 2007. The Company’s present arrangements with the lender of the bank demand loan call for monthly blended payments of $8,000. Management does not anticipate any material change to the repayment arrangements to this lender. The Quest loan agreement calls for monthly interest only payments of approximately $28,000 for one year upon which the balance is due. The lender, assuming that the loan is in good standing, may extend the maturity date of this mortgage by one year at the request of the Company.

The Company’s debt facilities available comprises of a $50,000 standby line of credit which approximately $nil has been drawn against at this date.

Subsequent to the period ended September 30, 2006, the Company is addressing its’ working capital needs by issuing private placements. The Company is in the process of raising up to $4,140,000 in flow-through funds and up to $1,530,000 in non-flow-through funds.

Berkley Resources Inc.

Form 51-102F1

MANAGEMENT’S DISCUSSION & ANALYSIS

For the period ended September 30, 2006

Page 6

Capital Resources

The Company plans to continue its participation in the two projects discussed above. The Company expects to finance expenditures on these projects through private placements, existing production revenue and a farm out of a portion of its property interests (if required). In addition, the Company may make further oil and gas expenditures on new properties as finances permit.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions with Related Parties

Amounts due to related parties include $7,000 to Directors of the Company for Directors fees and expense reimbursements and $26,869 to a private company owned by public companies having common Directors that provides administrative services, office supplies and accounting services.

Management and consulting fees totaling $179,747 were paid to Directors and their private companies in the nine month period.

Consulting fees totaling $72,000 were paid to a former Director and his spouse in the nine month period.

Administrative services, office supplies and accounting charges totaling $91,008 were paid to a private company owned by public companies having common Directors during the nine month period.

Disclosure of Management Compensation

During the nine month period, $51,747 was paid to the President for their services as director and officer of the Company, $48,000 was paid to the C.E.O. for their services as director and officer of the Company, $35,000 was paid to the V.P. Finance for their services as director and officer of the Company, $45,000 was paid to the V.P. Operations for their services as director and officer of the Company, and $8,116 was paid to the Secretary for their services as an officer of the Company.

Changes in Accounting Policies

None.

Outstanding Share Data

The Company’s authorized share capital consists of unlimited common shares without par value of which 14,488,993 are issued and outstanding.

Berkley Resources Inc.

Form 51-102F1

MANAGEMENT’S DISCUSSION & ANALYSIS

For the period ended September 30, 2006

Page 7

Summary of management incentive options outstanding is as follows:

Exercise Price Per Share	Expiry Date	Number of Shares Remaining Subject to Options
$0.52	September 19, 2008	580,500
$0.57	September 19, 2008	150,000
$0.74	September 19, 2008	6,000
$0.81	October 19, 2009	200,000
$0.77	October 29, 2009	37,500
$0.90	December 23, 2010	640,000
$0.56	September 21, 2011	600,000
		2,214,000

Summary of share purchase warrants outstanding is as follows:

Exercise Price Per Share	Expiry Date	Number of Underlying Shares
$1.25	November 10, 2006	241,110
$1.50	November 10, 2006	551,250
$1.25	November 30, 2006	129,000
$1.50	November 30, 2006	319,500
$1.36	December 10, 2006	45,872
$1.25	December 28, 2007	636,000
		1,922,732

Subsequent Events

Subsequent to the period ended September 30, 2006 the Company closed the following private placements:

i.  A first tranche of a non-brokered private placement of 813,000 flow-through shares at a price of $0.90 per share. The Company has paid cash of $49,644 in finders’ fees.

ii.  A second tranche of a non-brokered private placement of 919,200 flow-through shares at a price of $0.90 per share and 715,600 units at a price of $0.90 per unit with each unit consisting of one common share and one-half non-transferable share purchase warrant. Each whole warrant under the Non Flow Through Offering will entitle the investor to purchase one additional share at a price of $1.20 until April 30, 2007 and then at a price of $1.50 until December 31, 2007. The Company has paid cash of $55,547 in finders’ fees.

Subsequent to the period ended September 30, 2006, the Company entered into a consulting agreement with an unrelated party. The consultant will provide assistance in various financing activities. The Company will pay a cash fee of 7% and 3% of the gross proceeds on any equity or debt financing sourced by the consultant respectively. The agreement terminates on November 9, 2007.

Additional Information

Additional information relating to the Company is available on SEDAR at www.sedar.com.

EX-99.4

Form 52-109F2

Certification of Interim Filings

I, Matt Wayrynen, Chief Executive Officer and Director of Berkley Resources Inc. 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 Berkley Resources Inc. (the “Issuer”) for the period ending September 30, 2006;

2.  Based on my knowledge, the interim filings do not contain any untrue statement of 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 filing;

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 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 annual filings are being prepared;

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:November 24, 2006

“Matt Wayrynen” 

Matt Wayrynen

Chief Executive Officer

EX-99.5

Form 52-109F2

Certification of Interim Filings

I, Lindsay Gorrill, Chief Financial Officer and Director of Berkley Resources Inc. 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 Berkley Resources Inc. (the “Issuer”) for the period ending September 30, 2006;

2.  Based on my knowledge, the interim filings do not contain any untrue statement of 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 filing;

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 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 annual filings are being prepared;

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.

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:November 24, 2006

“Lindsay Gorrill” 

Lindsay Gorrill

Chief Financial Officer