UNITED STATES

FORM 10-KSB

(Mark One)

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

MARIPOSA RESOURCES, LTD.

|**Nevada**                      | 333-137481               | 06-1781911                       
|------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.)
|incorporation or organization)  |                          |                                  

11923 SW 37 Terrace, Miami, FL 33175
(Address of principal executive office)

Issuer's telephone number: (305) 677-9456

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

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value.

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

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

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

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

State issuer's revenues for its most recent fiscal year: $0.00

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold. $69,500 (1,737,500 common shares sold @ $0.04 per
share)

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.As of August 31st,
2007, the issuer had 4,737,500 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes ___; No _X_





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DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS

|PART I                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|Item 1. Description of Business                                                                                                                                 
|Item 2. Description of Property                                                                                                                                 
|Item 3. Legal Proceedings                                                                                                                                       
|Item 4. Submission of Matters to a Vote of Securities Holders                                                                                                   
|                                                                                                                                                                
|PART II                                                                                                                                                         
|                                                                                                                                                                
|Item 5. Market for Common Equity, Related Stockholder Matters
    
    And Small Business Issuer Purchases of Equity
    Securities                             
|Item 6. Management's Discussion and Analysis or Plan of Operation                                                                                               
|Item 7. Financial Statements                                                                                                                                    
|Item 8. Changes in and Disagreements with Accountants on
    
    Accounting and Financial Disclosure                                                           
|Item 8A. Controls and Procedures                                                                                                                                
|Item 8B Other Information                                                                                                                                       
|                                                                                                                                                                
|PART III                                                                                                                                                        
|                                                                                                                                                                
|Item 9. Directors, Executive Officers, Promoters, Control Persons and
    
    Corporate Governance; Compliance with Section
    16(a) of the 
    Exchange Act.
|Item 10. Executive Compensation                                                                                                                                 
|Item 11. Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters                                                     
|Item 12. Certain Transactions and Related Transactions, and Director
    
    Independence                                                                      
|Item 13. Exhibits                                                                                                                                               
|Item 14. Principal Accountant Fees and Services                                                                                                                 
|                                                                                                                                                                
|Signatures                                                                                                                                                      

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-KSB contain or may
contain forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.



PART I

Item 1 - DESCRIPTION OF BUSINESS.

Business Development

Mariposa Resources, Ltd. ("Mariposa", "The Company") was incorporated in the
State of Nevada on May 31, 2006. Mariposa has never declared bankruptcy, it has
never been in receivership, and it has never been involved in any legal action
or proceedings.

Business of Issuer

We are an exploration stage corporation. An exploration stage corporation is
one engaged in the search of mineral deposits or reserves which are not in
either the development or production stage. We have conducted exploration
activities on the MRP Claims (lode mining claims), in Esmeralda County, Nevada.
We maintain our statutory registered agent's office at Laughlin Associates,
Inc., 2533 North Carson Street, Carson City, Nevada 89706 and our business
office is located at 11923 S.W. 37 Terrace, Miami FL 33175. This is our mailing
address as well. Our telephone number is (305) 677-9456. We pay $200.00 rent per
month for approximately 160 sq. feet of office space.

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There is no assurance that a commercially viable mineral deposit exists on
the property and further exploration will be required before a final evaluation
as to the economic feasibility is determined.

We have no plans to change our business activities or to combine with another
business, and are not aware of any events or circumstances that might cause our
plans to change.

Background

On July 27, 2006 we executed a Mineral Claim Purchase Agreement ("Agreement")
with Gold Explorations LLC, an unrelated third party that holds title to the
property. Under the terms of the Agreement, we have the right to explore for
gold on 400 acres. The property is comprised of 20 lode mining claims in
Esmeralda County, Nevada. The terms of the Agreement provide that we will pay
Gold Explorations LLC $5,000 upon signing and transfer of title, to which we
have, plus an additional $5,000 one year from signing, $8,000 two years after
signing, $10,000 three years after signing, $10,000 four years after signing,
and a final payment of $15,000 five years after signing, for total payments of
$53,000 USD.

In addition to the $53,000, the Company must incur
exploration expenditures of $50,000 on the Property by July 27, 2011. The
property is subject to a 3% royalty, payable to Gold Explorations LLC, on all
mineral commodities sold from the property. This royalty shall be reduced to
1.5% upon payment to the Vendor of $1,000,000 USD at any time.

We may terminate the Agreement upon giving thirty (30) days notice. The
property is subject to the rules and regulations of the United States Bureau of
Land Management (BLM). We will be exploring for mineralized material.
Mineralized material is a mineralized body, which has been delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal. The Agreement grants us
the right to enter the property with our employees, representatives and agents,
and to prospect, explore, test, develop, work and mine the property.

We will be responsible for payment of any taxes and maintenance fees due to
BLM for 2007 and every year thereafter. Pursuant to the Agreement, it is
understood and agreed that in the event either party stakes additional claims
within one mile of the existing outer boundary of the MRP claims, those claims
will become part of the Agreement. The fees for 2007 were $2,700 and have been
paid.

We have no revenues, have achieved losses since inception, have no
operations, have been issued a going concern opinion and rely upon the sale of
our securities and loans from our officers and directors to fund operations.



The Agreement calls for title of the mineral claims to be transferred to
Mariposa Resources Ltd. Mariposa is required to return the claims to Gold
Explorations LLC in the event that it does not fulfill the terms of the
Agreement. As title holder, Mariposa has the right to enter the property

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with our employees, representatives and agents, and to prospect, explore,
test, develop, work and mine the property.

The property is unencumbered and there are no competitive conditions which
affect the property. Further, there is no insurance covering the property and we
believe that no insurance is necessary since the property is unimproved and
contains no buildings or improvements.

The Company retained Steve Karolyi of Gold Explorations LLC, to do a work
program based on his recommendations in his report to Mariposa, for the MRP
Claims, Esmeralda County, Nevada. Mr. Karolyi recommended a program of geologist
mapping, and trenching. The estimated cost of the program was approximately
$22,000 USD and the actual amount that was paid April, 2007 to July, 2007 was
$25,190. The program was started in April, 2007, and the samples were assayed by
ALS Chemex, of Sparks, NV.

Claims

The property consists of 20 lode claims. The claims have been legally located
and filed with the Esmeralda County, Nevada. After September 1, 2006 the annual
fees payable to the Bureau of Land Management (BLM) amount to $135.00 per claim
per year to keep the claims valid. The following is a list of claim numbers,
location, and date of recording of our claims:



|Claim No      | Location                                 | Date of Recording
|------------- | ---------------------------------------- | -----------------
|MRP #1 - #4   | NE quarter, Sec. 22, T.3S, R41E, M.MDBM  | Nov. 1 2004      
|MRP #5 - #10  | SE quarter, Sec. 15, T.3S, R.41E, M.MDBM | Nov. 1 2004      
|MRP #11 - #12 | NE quarter, Sec. 15, T.3S, R.41E, M.MDBM | Nov. 1 2004      
|MRP # 13      | SW quarter, Sec. 15, T.3S, R.41E, M.MDBM | Nov. 1 2004      
|MRP #14       | NE quarter, Sec. 15, T.3S, R.41E, M.MDBM | Nov. 1 2004      
|MRP #31 - #36 | NE quarter, Sec. 22, T.3S, R.41E, M.MDBM | Nov. 1 2004      



In total 20 lode mineral claims

Location and Access

The MRP claims are located in the Montezuma Mining District of Esmeralda
County, Nevada, approximately 8 miles west of the historic mining camp of
Goldfield, Nevada, where over 4 million ounces of gold (plus silver) have been
produced. This portion of Esmeralda County, including the MRP Claims, is
centered within the Walker Lane lineament, a regional structural zone that has
hosted numerous gold-silver deposits. The anomaly occupies a steep canyon. The

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area is rugged and the elevation is 7,000 ft. It does not usually get heavy
snowfall. The property is accessible year round via maintained County gravel
roads.

History

This area is near Goldfield, Nevada. Goldfield produced significant gold in
1903. The MRP area was most likely originally prospected in the 1910 era and
again in the 1980's. The work in the 1980's was focused near the volcanic and
sediment contact. The large gold anomaly was not discovered until the early
1990's, and remains unexplored. This anomaly, which is within the now MRP
claims, is approximately 2,500 feet in length and as much as 600 feet in width.

Geology

The MRP location is made up of the pre-Cambrian Deep Springs Formation to the
north and Tertiary volcanics on the south half of the area. The two lithologies
are in contact along a previously mapped caldera margin. Widespread hot springs
activity and deposition has taken place along the contact zone.

The marine carbonate and clastic sequence of the Deep Springs Formation
provides a depositional environment on the MRP area similar in rock type to
numerous other sediment-hosted gold districts elsewhere in Nevada, such as
Jerritt Canyon, Cortez-Gold Acres, Alligator Ridge, Rain and others along the
Carlin Trend. A zone of intensified argillic alteration containing exposures of
gossan, jasperoid, quartz-sericite silicified limestones were recently
recognized in Deep Springs rocks within the MRP area. Reconnaissance rock chip
sampling within this zone has returned gold values from several hundred ppb to
over 0.30 opt gold.

Potential for a sediment-hosted type gold deposit is indicated on the MRP
property by favourable host rock type, alteration character, anomalous to ore
grade gold in altered zones, size and number of anomalous gold/alteration zones
and lack of previous exploration.

GLOSSARY OF MINING TERMS

|"Andesite"     | A gray to black volcanic rock                                                                                                                               
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|"Anomaly"      | Something which deviates from
    the standard or expected                                                                                                  
|"Argillic"     | **a
    diagnostic of clay accumulation**                                                                                                                   
|"Caldera"      | a large, usually circular
    depression at the summit of a volcano formed when magma is withdrawn or
    erupted from a shallow underground magma reservoir
|"Clastic"      | Clastic sedimentary rocks are
    made up of little pieces of other rocks called sediment                                                                   
|"Gold" or "Au" | A heavy, soft, yellow,
    ductile, malleable, metallic element. Gold is a critical element in computer
    and communications technologies                 
|"Gossan"       | intensely oxidized, weathered
    or decomposed rock, usually the upper and exposed part of an ore deposit or
    mineral vein                              
|"Jasperoid"    | a rare, peculiar type of
    metasomatic alteration and occurs in two main forms; sulfidic jasperoids and
    hematitic jasperoids                          
|"Lithologies"  | The macroscopic nature of the
    mineral content, grain size, texture and color of rocks.                                                                  

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|"Mineral claim"     | A portion of land held either
    by a prospector or a mining company                                                                                                                                                                                  
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|"Pre-Cambrian"      | An informal name for the eons
    of the geologic timescale that came before the current Phanerozoic
    eon. It spans from the formation of Earth around 4500 Ma (million years ago)
    to the evolution of abundant macroscopic hard-shelled fossils
|"Quartz"            | Common rock forming mineral
    consisting of silicon and oxygen                                                                                                                                                                                       
|"Sedimentary rocks" | Secondary rocks formed from
    material derived from other rocks and laid down underwater.                                                                                                                                                            
|"Soil sampling"     | The collecting of samples of
    soil, usually 2 pounds per sample, from soil thought to be covering
    mineralized rock. The samples are submitted to a laboratory that will
    analyze them for mineral content                                    
|"Tertiary"          | One of the major divisions of
    the geologic timescale, from the end of the Cretaceous period about 65
    million years ago to the start of the Quaternary period about 1.6 million
    years ago.                                                  
|"Volcanic rocks"    | Igneous rocks formed from
    magma that has flowed out or has been violently ejected from a volcano                                                                                                                                                   

Supplies

Supplies and manpower are readily available for exploration of the property.

Other

Other than our Agreement of the property, we own no plants or other property.
Mariposa holds title to the mineral claims, subject to the terms of the
Agreement and has the right to conduct exploration activity in accordance with
the rules and regulations of the regulatory authorities.

Our Exploration Program

The trenching program started on early April, 2007, and terminated in May,
2007, after which reclamation of the trenches was initiated. No economic
quantities of minerals were discovered. The Directors will await the final
report and assay results before making any decisions about the property.

We do not claim to have any minerals or reserves whatsoever at this time on
any of the property.

The cost of our work program was provided by Mr. Karolyi. He estimated the
cost of supervision, trenching, grid mapping, metal detecting, sample analysis,
assays, labour and supplies to be US$22,000. We have no relationship with Mr.
Karoyli. Gold Explorations LLC, a firm that Mr. Karolyi manages, was paid
$25,190 in April and May, 2007 for our work program. The increase in exploration
costs were due mainly to a cost increase of 10-15% at the lab, ALS Chemex.

We do not have any plan to take our Company to revenue generation, since we
have not yet found economic mineralization, and it is impossible to project
revenue generation from no

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significant data.

Competitive Factors

The gold mining industry is fragmented; there are numerous gold prospectors
and producers, small and large. We do not compete with other prospectors or
producers,.since there is no competition for the exploration or removal of
minerals from the property. We will either find gold on the property in
significant quantity to justify removal, or we will elect not to proceed.. If we
do not proceed, we will cease or suspend operations. We are an very small
participant in the gold mining market. Readily available gold markets exist in
the United States and around the world for the sale of gold. Therefore, we
believe we will be able to sell any gold that we are able to recover.

Regulations

Our mineral exploration program is subject to the regulations of the Bureau
of Land Management.

The prospecting on the property is provided under the existing 1872 Mining
Law and all permits for exploration and testing must be obtained through the
local Bureau of Land Management (BLM) office of the Department of Interior.
Obtaining permits for minimal disturbance as envisioned by this exploration
program will require making the appropriate application and filing of the bond
to cover the reclamation of the test areas. From time to time, an archeological
clearance may need to be contracted to allow the testing program to proceed.

Rental Fee Requirement

The Federal government's Continuing Act of 2002 extends the requirement of
rental or maintenance fees in place of assessment work for filing and holding
mining claims with the BLM. All claimants must pay a yearly maintenance fee of
$135 per claim for all or part of the mining claim assessment year. The fee must
be paid at the State Office of the Bureau of Land Management by August 31 of
each year. Mariposa Resources Ltd. has paid this fee through 2008. The
assessment year ends at noon on September 1st each year. The initial
maintenance fee is paid at the time the Notice of Location is filed with the BLM
and covers the remainder of the assessment year in which the claim was located.
There are no exemptions from the initial fee. Some claim holders may qualify for
a Small Miner Exemption waiver of the maintenance fee for assessment years after
the year in which the claim was located. We do not qualify for a Small Miner
Exemption. The following sets out the BLM fee schedule:



|Fee Schedule* (per claim)          
|-----------------------------------
|Location Fee                       
|Maintenance Fee and Service Charges
|Transfer Fee                       
|Proof of Labor                     
|Notice of Intent to Hold           
|Transfer of Interest               











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Amendment
    $5.00Petition for Deferment of Assessment Work
    $25.00Notice of Intent to Locate on Stock Raising
    Homestead land
    $25.00* Fee schedule reflects increases of July 2004 and July
    2005.


The BLM regulations provide for three types of operations on public lands: 1.
Casual Use level, 2. Notice level and 3. Plan of Operation level.

1. Casual Use means activities ordinarily resulting in no or negligible
    disturbance of the public lands or resources. Casual Use operations involve
    simple prospecting with hand tools such as picks, shovels, and metal
    detectors. Small-scale mining devices such as dry washers having engines
    with less than 10 brake-horsepower are allowed, provided they are fed using
    only hand tools. Casual Use level operations are not required to file an
    application to conduct activities or post a financial guarantee.
2. Notice level operations include only exploration activities in which five
    or less acres of disturbance are proposed. Presently, all Notice Level
    operations require a written notice and must be bonded for all activities
    other than reclamation.
3. Plans of Operation activities include all mining and processing
    (regardless of the size of the proposed disturbance), plus all other
    activities exceeding five acres of proposed public land disturbance.

Operators are encouraged to conduct a thorough inventory of the claim to
determine the full extent of any existing disturbance and to meet with field
office personnel at the site before developing an estimate. The inventory should
include photographs taken "before" and "after" any mining activity.

If an operator constructs access or uses an existing access way for an
operation and would object to BLM blocking, removing, or claiming that access,
then the operator must post a financial guarantee that covers the reclamation of
the access.

Concurrence by the BLM for occupancy is required whenever residential
occupancy is proposed or when fences, gates, or signs will be used to restrict
public access or when structures that could be used for shelter are placed on a
claim. It is the claimant's responsibility to prepare a complete notice or plan
of operators.

Mining Claims on State Land

The Nevada law authorizing location of claims on State Lands was repealed in
1998. Acquisition of mineral rights on Nevada trust land can only be
accomplished by application for a prospecting permit, mineral lease, or lease of
common variety materials.

We are in compliance with all laws and will continue to comply with the laws
in the future. We believe that compliance with the laws will not adversely
affect our business operations.

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We are responsible to provide a safe working environment, not disrupt
archaeological sites, and conduct our activities to prevent unnecessary damage
to the property.

We will secure all necessary permits for exploration and, if development is
warranted on the property, will file final plans of operation before we start
any mining operations. At this point, a permit from the BLM would be required.
Also, we would be required to comply with the laws of the state of Nevada and
other federal regulations. We anticipate no discharge of water into active
stream, creek, river, lake or any other body of water regulated by environmental
law or regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our operations
and know what that will involve from an environmental standpoint.

Exploration stage companies have no need to discuss environmental matters,
except as they relate to exploration activities. The only "cost and effect" of
compliance with environmental regulations in the State of Nevada is returning
the surface to its previous condition upon abandonment of the property. We will
only be using "non-intrusive" exploration techniques and will not leave any
indication that a sample was taken from the area. Gold Explorations LLC and its
employees will be required to leave the area in the same condition as they found
it.

Subcontractors

We used the services of Gold Explorations LLC, who will supervise the
subcontractors for exploration work on our properties.

Employees and Employment Agreements

At present, we have no full-time employees. Our three officers and directors
are part-time employees and each will devote about 10% - 25% of their time or
four to 10 hours per week to our operation. Our officers and directors do not
have employment agreements with us. We presently do not have pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans;
however, we may adopt plans in the future. There are presently no personal
benefits available to our officers and directors. Our officers and directors
will handle our administrative duties. Because our officers and directors are
inexperienced with exploration, they will hire qualified persons to perform the
surveying, exploration, and excavating of the property. The Company has
contracted with Gold Explorations, LLC of Minden, NV concerning the exploration
work and had them to manage our exploration project.

Risk associated with Mariposa Resources, Ltd.

Our plan of operation is limited to finding an ore body. As such we have no
plans for revenue generation. Accordingly, you should not expect any revenues
from operations.

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Our plan of operation and the funds we raised from our offering will be used
for exploration of the property to determine if there is an ore body beneath the
surface. Exploration does not contemplate removal of the ore. We have no plans
or funds for ore removal. Accordingly, we will not generate any revenues.

Because the probability of an individual prospect ever having reserves is
extremely remote any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely
remote. In all probability the property may not contain any reserves. As such,
any funds spent on exploration will probably be lost and the Company may cease
operations.

We lack an operating history and have losses which we expect to continue into
the future. As a result, we may have to suspend or cease operations.

We were incorporated on May 31, 2006, and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception to June 30, 2007 is $62,007. To achieve and maintain
profitability and positive cash flow we are dependent upon:



| | * | our ability to locate mineralized material
| | - | ------------------------------------------
| | * | our ability to generate revenues          
| | * | our ability to reduce exploration costs   



Based upon current plans, we expect to incur operating losses in future
periods. This will happen because there are expenses associated with the
research and exploration of our mineral properties. As a result, we may not
generate revenues in the future. Failure to generate revenues will cause us to
suspend or cease operations.

Because our management does not have technical training or experience in
exploring for, starting, and operating an exploration program, we will have to
hire qualified personnel. If we can't locate qualified personnel, we may have to
suspend or cease operations.

Because our management is inexperienced with exploring for, starting, and
operating an exploration program, we will have to hire qualified persons to
perform surveying, exploration, and excavation of the property. Our management
has no direct training or experience in these areas and as a result may not be
fully aware of many of the specific requirements related to working within the
industry. Management's decisions and choices may not take into account standard
engineering or managerial approaches mineral exploration companies commonly use.
Consequently our operations, earnings and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this industry.
As a result we may have to suspend or cease operations.

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Because we are small and do not have much capital, we may have to limit our
exploration activity.

Because we are small and do not have much capital, we must limit our
exploration activity. As such we may not be able to complete an exploration
program that is as thorough as we would like. In that event, an existing ore
body may go undiscovered. Without an ore body, we cannot generate revenues and
we may cease operations.

Because Mr. Nanuk Warman, Ms. Rossanna Vivo, and Mr. Douglas Scheving have
other outside business activities and Mr. Warman will only be devoting 25% of
his time or 10 hours per week and Ms. Vivo and Mr. Scheving each will only be
devoting 10% of their time, or four hours per week to our operations, our
operations may be sporadic which may result in periodic interruptions or
suspensions of exploration.

Because Mr. Warman, Ms. Rossanna Vivo, and Mr. Scheving our officers and
directors have other outside business activities and Mr. Warman will only be
devoting 25% of his time or 10 hours per week and Ms. Vivo and Mr. Scheving each
will only be devoting 10% of their time, or four hours per week to our
operations, our operations may be sporadic and occur at times which are
convenient to Mr. Warman, Ms. Vivo and Mr. Scheving. As a result, exploration of
the property may be periodically interrupted or suspended.

If our officers and directors resign or die without having found replacements
our operations will be suspended or cease.

We have two officers and three directors. We are entirely dependent upon them
to conduct our operations. If they should resign or die there will be no one to
run us. Further, we do not have key man insurance. If that should occur, until
we find other persons to run us, our operations will be suspended or cease
entirely.

FINRA sales practice requirements may limit a stockholder's ability to buy
and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may have the effect of reducing the level
of trading activity and liquidity of our common stock. Further, many brokers
charge higher transactional fees for penny stock transactions. As a result,
fewer broker-dealers may be willing to make a market in our common stock,
reducing a stockholder's ability to resell shares of our common stock.

We will incur ongoing costs and expenses for SEC reporting and compliance,
without revenue we may not be able to remain in compliance, making it difficult
for investors to sell their shares, if at all.

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We are represented by market makers and have our common shares quoted on the
OTC Electronic Bulletin Board. To maintain eligibility for quotation on the
OTCBB, issuers must remain current in their filings with the SEC. Market makers
are not permitted to quote a security whose issuer does not meet this filing
requirement. Securities already quoted on the OTCBB that become delinquent in
their required filings will be removed following a 30 or 60 day grace period if
they do not make their required filing during that time. In order for us to
remain in compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for shareholders to resell their shares, if at
all.

Reports to Security Holders

Mariposa is not required to provide annual reports to security holders.

Mariposa voluntarily makes available an annual report including audited
financials on Form 10-K or Form 10-KSB to security holders. We file the
necessary reports with the SEC pursuant to the Exchange Act, including but not
limited to, the report on Form 8-K, annual reports on Form 10-K or 10-KSB, and
quarterly reports on Form 10-Q or 10-QSB.

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other electronic information regarding
Mariposa Resources and filed with the SEC at http://www.sec.gov.



ITEM 2 - DESCRIPTION OF PROPERTY.



Mariposa Resource's principal place of business and corporate offices is
located at 11923 SW 37 Terrace, Miami, FL 33175. The office space is a
shared-office space in which we have rented a 160 square foot office. We have no
intention of finding another office space to rent during the development stage
of the company and will operate from these premises at a rate of $200 USD a
month. The terms of the rental agreement are month to month, and are cancelable
at any time with 30 days written notice.

We have no other property at this time. However, we intend to conduct
exploration activities on one property. Record title to the property upon which
we intend to conduct exploration activities is not held in our name. The
property is owned by the Bureau of Land Management (BLM). The right to mine the
claims has been obtained by Gold Explorations LLC of Minden, Nevada. Mariposa
entered into an option agreement to purchase the claims through a five year
payment program totaling $53,000 USD and a five year work program totaling
$50,000 USD. We intend to conduct exploration activities on the MRP Claims
located in Esmeralda County, Nevada. The one property consists of twenty lode
mining claims. We intend to explore for gold on the property.

13

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ITEM 3 - LEGAL PROCEEDINGS.



We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.



No matters were submitted to a vote of security holders
during the year ended June 30, 2007.





PART II



ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.



Our common stock is currently quoted on the Over-the-Counter Bulletin Board (OTCBB)
under the symbol "MPSR," however there has been no active trading market. Our
common stock has been quoted on the OTCBB since March 5, 2007.

The following table sets forth the high and low bid prices for our Common
Stock as reported by the "OTCBB", reported on a fiscal quarter basis for the
most recent fiscal year ended June 30, 2007:

|              
|--------------
|              
|June 30, 2007 
|March 31, 2007

The quotations, sourced from www.otcbb.com website, reflect inter-dealer
prices, without retail mark-ups, mark-downs, or commissions and do not
necessarily represent actual transactions.

Of the 4,737,500 shares of common stock outstanding as of June 30, 2007,
3,000,000 shares were owned by Mr. Warman, Mr. Scheving, and Ms. Vivo and may
only be resold in compliance with Rule 144 of the Securities Act of 1933.

Status of our public offering

On October 6, 2006, our Form SB-2 registration statement (SEC file no.
333-137481) was declared effective by the SEC. From October, 2006 to December,
2006 we completed our public offering by selling 1,737,500 shares of common
stock to 41 persons in consideration of $69,500. We closed our offering on
December 11, 2006.

14

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Since completing our public offering, until August 31, 2007, we have used the
proceeds as follows:

|Mineral Exploration Expenses | $ | 25,190 | **
|---------------------------- | - | ------ | --
|Property Option Payments     | $ | 5,000 
|BLM Fees                     | $ | 2,700 
|Professional Fees            | $ | 18,912
|Office Expenses              | $ | 998   
|Rent                         | $ | 1,800 
|Cash on Hand (from offering) | $ | 14,900
|Total                        | $ | 69,500

**The original Exploration budget was for $22,000. We spent more due
        to taking additional samples, as well the lab, ALS Chemex, recently
        increased their costs by 10-15%.

Holders

As of August 31, 2007, we have 4,737,500 Shares of $0.001 par value common
stock issued and outstanding held by Forty-four (44) shareholders of record.

The stock transfer agent for our securities is Island Stock Transfer, 100
Second Avenue South, Suite 104N, St. Petersburg, FL 33701, Telephone (727)
289-0100.

Dividends

There are no restrictions in Mariposa's articles of incorporation or bylaws
that prevent us from declaring dividends. The Nevada Revised Statutes, however,
do prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

| | 1. | Mariposa would not be able to pay its debts
    as they become due in the usual course of business;                                                                                                                                          
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | or                                                                                                                                                                                                                                           
| | 2. | Mariposa's total assets would be less than
    the sum of the total liabilities plus the amount that would be needed to
    satisfy the rights of shareholders who have preferential rights superior to
    those receiving the distribution.

The Company has not declared any dividends, and does
not plan to declare any dividends in the foreseeable future.

15

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ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



Results of Operations

We have generated no revenues since inception and have incurred $62,007 in
expenses through June 30, 2007.

The following table provides selected financial data about our company for
the year ended June 30, 2007 and 2006, respectively.

|Balance Sheet Data:  | 6/30/07   | 6/30/06  
|-------------------- | --------- | ---------
|                    
|Cash                 | $ 39,525  | $ 13,813 
|Total assets         | $ 40,025  | $ 18,813 
|Total liabilities    | $   2,532 | $   1,500
|Shareholders' equity | $ 37,493  | $ 17,313 

Cash provided by financing activities for the year ended June 30, 2007 was a
total of $79,500, $10,000 from the sale of common stock to 2 of our directors
and $69,500 from our initial public offering to 41 independent investors.

Plan of Operation

Statements contained herein which are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable,
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: established competitors who have substantially
greater financial resources and operating histories, regulatory delays or
denials, ability to compete as a start-up company in a highly competitive
market, and access to sources of capital.

The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-KSB.
Except for the historical information contained herein, the discussion in this
Form 10-KSB contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-KSB should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-KSB. The Company's actual results could differ materially from
those discussed here.

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain

16

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additional capital to pay for our expenses. This is because we have not
generated any revenues from the sale of minerals and no sales are yet possible.
There is no assurance we will ever reach this point. Accordingly, we must raise
sufficient capital from sources. Our only other source for cash at this time is
investments by others. We must raise cash to stay in business. We raised $66,500
from our public offering. Under this offering we sold 1,737,500 shares at $0.04
per share to 41 shareholders, these shares together with 3,000,000 shares sold
to three directors brings the total number of shares issued to 4,737,500 shares
issued and the total number of shareholders to 44.

We have used much of the above-mentioned funds to explore and maintain our
resource property located on the MRP Claims in Esmeralda County, Nevada. Our
exploration program is explained in as much detail as possible in the business
section of this 10-KSB. We do not intend to acquire or dispose of any plant or
significant equipment during the next twelve months.

Our exploration target is to find an ore body containing gold. Our success
depends upon finding mineralized material. This includes a determination by our
consultant if the property contains reserves. We have retained Gold Explorations
LLC to supervise the exploration work on the property.

Mineralized material is a mineralized body, which has been delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal. If we do not find
mineralized material or we cannot remove mineralized material, either because we
do not have the money to do it or because it is not economically feasible to do
it, we may cease operations..

The initial offering produced sufficient funds to pay for the 2007
exploration program and administration costs for the next 12 months. However, if
the Company requires additional funds, we will try to raise additional funds
from a second public offering, a private placement or loans.

The Company retained Steve Karoyli, a managing partner, of Gold Explorations
LLC, Minden, Nevada to do a work program based upon his recommendations in his
report for the MRP Claims in Esmeralda County, Nevada. Mr. Karoyli recommended a
program of detailed geological mapping, and trenching. The exposed material in
the trenches was to be metal detected with a Minelab GP Extreme Metal detector.
The estimated cost of the program was $22,000.00 USD and $25,190 was paid in
April to May, 2007. The program was estimated to start early April, 2007 and the
samples were assayed by ALS Chemex of Sparks, Nevada.

Our Exploration Program

The trenching program started early April, 2007 and was terminated in May,
2007 after which reclamation of the trenches was initiated. The Company
Directors will await the final report and assay results before making any
decisions about the property

Before minerals retrieval can begin, we must explore for and find mineralized
material. After that has occurred we have to determine if it is economically
feasible to remove the mineralized

17

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material. Economically feasible means that the costs associated with
the removal of the mineralized material will not exceed the price at which we
can sell the mineralized material. We ca not predict what that will be until we
find mineralized material.

We do not intend to hire additional employees at this time. All of the work
on the property will be conducted by unaffiliated independent contractors that
we will hire. The independent contractors will be responsible for surveying,
geology, engineering, exploration, and excavation. The geologists will evaluate
the information derived from the exploration and excavation and the engineers
will advise us on the economic feasibility of removing the mineralized material.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an
evaluation of our performance. We are an exploration stage corporation and have
not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services.

We have no assurance that future financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.

Liquidity and Capital Resources

To meet our need for cash we raised $69,500 from our public offering. We
cannot guarantee that we have raised enough money through the public offering to
stay in business. The money we have raised will be applied to the items set
forth in the Use of Proceeds section of our Prospectus filed with the SEC and as
explained throughout this 10-KSB. There is a possibility that we will run out of
money before we find mineralized material. If we find mineralized material and
it is economically feasible to remove the mineralized material, we will attempt
to raise additional money through a subsequent private placement, public
offering, or through debt financing.

We have discussed this matter with our officers and directors and Mr. Warman
has agreed to advance funds as needed and has agreed to pay any additional cost
of reclamation of the property should mineralized material not be found thereon.
However, there is no written agreement with Mr. Warman to this affect. The
agreement is entirely oral. At the present time, we have not made any
arrangements to raise additional cash. If we need additional cash and cannot
raise it, we will either have to suspend operations until we do raise the cash,
or cease operations entirely. The funds raised in our public offering may allow
the company to operate for up to one year. Other than as described in this
paragraph, we have no other financing plans.

We acquired a lease that grants us the right to enter on a property which
contains 20 lode mining claims with our employees, representatives and agents,
and to prospect, explore, test,

18

---

develop, work and mine the property. The property is staked and we
began the exploration work program early April, 2007 and finished May, 2007.



Since inception of the Company on May 31, 2006 to June 30, 2007, the Company
has issued 4,737,500 common shares at $0.01 and $0.04 per share for total
proceeds of $99,500. This was accounted for as an acquisition of shares.

As of June 30, 2007, our total assets were $40,025 and our total liabilities
were $2,532.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

Application of Critical Accounting Policies

Our financial statements have been prepared on a going concern basis. We have
accumulated a deficit of $62,007 from inception (May 31, 2006) to June 30, 2007.
Our ability to continue as a going concern is dependent upon our ability to
generate profitable operations in the future and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. The outcome of these matters cannot be
predicted with any certainty at this time. We have historically satisfied our
working capital needs primarily by sales of securities and at June 30, 2007, we
had working capital of $37,493. These financial statements do not include any
adjustments to the amount and classification of assets and liabilities that may
be necessary should we be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The Company's periodic
filings with the Securities and Exchange Commission include, where applicable,
disclosures of estimates, assumptions, uncertainties and markets that could
affect the financial statements and future operations of the Company.



Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market
funds, and certificates of term deposits with maturities of less than three
months, which are readily convertible to known amounts of cash and which, in the
opinion of management, are subject to an insignificant risk of loss in value.
The Company had $39,525 (June 30, 2006 - $13,813) in cash and cash equivalents
at June 30, 2007.

19

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Mineral Acquisition and Exploration Costs



The Company has been in the exploration stage since its
formation in May 31, 2006 and has not yet realized any revenue from its planned
operations. It is primarily engaged in the acquisition, exploration and
development of mining properties. Mineral property acquisition and exploration
costs are expensed as incurred. When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs incurred to develop such property, are capitalized.
Such costs will be amortized using the units-of-production method over the
estimated life of the probable reserve.

Start-Up Costs

In accordance with the American Institute of Certified Public Accountant's
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities", the
Company expenses all costs incurred in connection with the start-up and
organization of the Company.

Fair Value of Financial Instruments and Derivative Financial
Instruments

The Company has adopted Statement of Financial Accounting
Standards ("SFAS") Number 119, "Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments." The carrying amounts
of cash and cash equivalents, accounts payable, accrued liabilities and amount
due to related party approximate their fair values because of the short maturity
of these items. Certain fair value estimates may be subject to and involve,
uncertainties and matters of significant judgment, and, therefore, cannot be
determined with precision. Changes in assumptions could significantly affect
these estimates. The Company does not hold or issue financial instruments for
trading purposes, nor does it utilize derivative instruments in the management
of its foreign exchange, commodity price or interest rate market risks.

Segmented Reporting

SFAS Number 131, "Disclosure about Segments of an Enterprise and Related
Information", changed the way public companies report information about
segments of their business in their quarterly reports issued to shareholders. It
also requires entity-wide disclosures about the products and services an entity
provides, the material countries in which it holds assets and reports revenues
and its major customers. The company presently operates only in the United
States.



Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of
credit risk primarily consist of its cash and cash equivalents and related party
payables it will likely incur in the near future. The Company places its cash
and cash equivalents with financial institutions of high credit worthiness. At
times, its cash and cash equivalents with a particular financial institution may
exceed any applicable government insurance limits. The Company's management
plans to assess the financial strength and credit worthiness of any parties to
which it extends funds, and as such, it believes that any associated credit risk
exposures are limited.

20

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Income Taxes

Deferred income taxes are reported for timing differences
between items of income or expense reported in the financial statements and
those reported for income tax purposes in accordance with SFAS Number 109, "Accounting
for Income Taxes", which requires the use of the asset/liability method of
accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and for tax loss and credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The Company provides for deferred taxes for
the estimated future tax effects attributable to temporary differences and
carryforwards when realization is more likely than not.

Earnings (Loss) per Share of Common Stock

The Company has adopted Financial Accounting Standards Board
("FASB") Statement Number 128, "Earnings per Share," ("EPS") which
requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. In the
accompanying financial statements, basic earnings (loss) per share is computed
by dividing net income/loss by the weighted average number of shares of common
stock outstanding during the period.



The Company has no potentially dilutive securities, such as
options or warrants, currently issued and outstanding.



Foreign Currency Translations

The Company's functional and reporting currency is the US
dollar. All transactions initiated in other currencies are translated into the
US dollars using the exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are translated
into the US dollar at the rate of exchange in effect at the balance sheet date.
Unrealized exchange gains and losses arising from such transactions are deferred
until realization and are included as a separate component of shareholders'
equity (deficit) as a component of comprehensive income or loss. Upon
realization, the amount deferred is recognized in income in the period when it
is realized.



No significant realized exchange gain or losses were recorded from inception
(May 31, 2006) to June 30, 2007.

Comprehensive Income (Loss)

SFAS No. 130, "Reporting Comprehensive Income", establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements. From inception (May 31,
2006) to June 30, 2007, the Company had no items of other comprehensive income.
Therefore, net loss equals comprehensive loss from inception (May 31, 2006) to
June 30, 2007.

21

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Risks and Uncertainties

The Company operates in the resource exploration industry
that is subject to significant risks and uncertainties, including financial
operational, technological and other risks associated with operating a resource
exploration business, including the potential risk of business failure.

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected
from time to time in varying degree by changes in environmental regulations,
including those for future reclamation and site restoration costs. Both the
likelihood of new regulations and their overall effect upon the company vary
greatly and are not predictable. The Company's policy is to meet or, if
possible, surpass standards set by relevant legislation by application of
technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and
reclamation programs are charged against earnings as incurred or capitalized and
amortized depending on their future economic benefits. All of these types of
expenditures incurred since inception have been charged against earnings due to
the uncertainty of their future recoverability. Estimated future reclamation and
site restoration costs, when the ultimate liability is reasonably determinable,
are charged against earnings over the estimated remaining life of the related
business operation, net of expected recoveries.



Recent Accounting Pronouncements



Recent accounting pronouncements that are listed below did and/or are not
currently expected to have a material effect on the Company's financial
statements, but will be implemented in the Company's future financial reporting
when applicable.

FASB Statements:

In February 2006, FASB issued Financial Accounting Standards
No. 155, "Accounting for Certain Hybrid Financial Instruments - an amendment
of FASB Statements No. 133 and 140." This Statement amends FASB Statements
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
and No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." This Statement resolves issues addressed in
Statement 133 Implementation Issue No. D1, "Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets." SFAS 155 is effective
for all financial instruments acquired or issued after the beginning of an
entity's first fiscal year that begins after September 15, 2006.

In March 2006, FASB issued Financial Accounting Standards No.
156, "Accounting for Servicing of Financial Assets - an amendment of FASB
Statement No. 140." This Statement amends FASB Statement No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, with respect to the accounting for separately recognized servicing
assets and servicing liabilities. SFAS 156 is effective in the first fiscal year
that begins after September 15, 2006.

In September 2006, FASB issued Financial Accounting Standards
No. 157, "Fair Value Measurements." This Statement defines fair value,
establishes a framework for measuring fair value

22

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in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement will
change current practice. SFAS 157 is effective in the first fiscal year that
begins after November 15, 2007.

In September 2006, FASB issued Financial Accounting Standards
No. 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
132(R)." This Statement improves financial reporting by requiring an
employer to recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This Statement also improves financial reporting by requiring an
employer to measure the funded status of a plan as of the date of its year-end
statement of financial position, with limited exceptions. SFAS 158 is effective.
An employer with publicly traded equity securities is required to initially
recognize the funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the first fiscal year ending
after December 15, 2006.

In February 2007, FASB issued Financial Accounting Standards
No. 159, "*The Fair Value Option for Financial Assets and Financial
Liabilities--Including an amendment of FASB Statement No. 115."*This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with
the Board's long-term measurement objectives for accounting for financial
instruments. SFAS 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007.





23

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ITEM 7 - FINANCIAL STATEMENTS.























MARIPOSA RESOURCES, LTD.



(An Exploration Stage Company)



AUDITED FINANCIAL STATEMENTS



JUNE 30, 2007 and 2006















































24

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MARIPOSA RESOURCES, LTD.

(An Exploration Stage Company)



INDEX TO AUDITED FINANCIAL STATEMENTS



FOR THE PERIOD OF MAY 31, 2006 (INCEPTION) TO JUNE 30, 2007



|                                                                                                                                   | Page(s)
|---------------------------------------------------------------------------------------------------------------------------------- | -------
|Report of Independent Registered Public Accounting Firm                                                                            | 26     
|Balance Sheets as of June 30, 2007 and 2006                                                                                        | 27     
|Statement of Operations for the year ended June 30, 2007
     and for the period of May 31, 2006 (Inception) to June 30, 2006      | 28     
|Statement of Changes in Stockholders' Equity for the period of
    
     May 31, 2006 (Inception) to June 30, 2007                 | 29     
|Statement of Cash Flows for the year ended June 30, 2007
    
     and for the period of May 31, 2006 (Inception) to June 30, 2006 | 30     
|Notes to Financial Statements                                                                                                      | 31 -37 









































25

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MOORE & ASSOCIATES, CHARTERED



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Mariposa Resources, Ltd (An Exploration Stage Company)
Miami, Florida



We have audited the accompanying balance sheet of Mariposa
Resources, Ltd (An Exploration Stage Company) as of June 30, 2007 and June 30,
2006, and the related statements of operations, stockholders' equity and cash
flows from inception May 31, 2006 through June 30, 2007 and the period then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.



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



In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Mariposa
Resources, Ltd (An Exploration Stage Company) as of June 30, 2007and June 30,
2006 and the results of its operations and its cash flows from inception May 31,
2006 through June 30, 2007 and the period then ended, in conformity with
accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has working capital of $37,493 and
accumulated deficit of $62,007 as of June 30, 2007 which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



/s/ Moore & Associates, Chartered



Moore & Associates Chartered
Las Vegas, Nevada
September 7, 2007



2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)
253-7499 Fax (702) 253-7501

26

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|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Balance Sheets                                         | 
|As at June 30                                          | 
|                                                       | 





|ASSETS                                                                                                                 | 2007 | 2006    
|---------------------------------------------------------------------------------------------------------------------- | ---- | --------
|Current Assets                                                                                                         |      |         
|Cash
    and cash equivalents                                                                                          | $    | 39,525  
|Prepaid expenses                                                                                                       |      | 500     
|Total Current Assets                                                                                                   |      | 40,025  
|                                                                                                                       |      |         
|TOTAL ASSETS                                                                                                           | $    | 40,025  
|                                                                                                                       |      |         
|                                                                                                                       |      |         
|                                                                                                                       |      |         
|                                                                                                                       |      |         
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                   |      |         
|Current Liabilities                                                                                                    |      |         
|Accounts payable and accrued liabilities                                                                               | $    | 2,532   
|                                                                                                                       |      |         
|Total Liabilities                                                                                                      |      | 2,532   
|                                                                                                                       |      |         
|                                                                                                                       |      |         
|                                                                                                                       |      |         
|                                                                                                                       |      |         
|STOCKHOLDERS' EQUITY                                                                                                   |      |         
|Capital Stock(Note 3)                                                                                                  |      |         
|Authorized:
        100,000,000 preferred shares, $0.001 par value
        100,000,000 common shares, $0.001 par value |      |         
|Issued and outstanding shares:
        4,737,500 common shares (June 30, 2006 - 2,000,000)                             |      | 4,738   
|Additional paid-in capital                                                                                             |      | 94,762  
|Deficit accumulated during the exploration stage                                                                       |      | (62,007)
|Total Stockholders' Equity                                                                                             |      | 37,493  
|                                                                                                                       |      |         
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                             | $    | 40,025  







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

27

---







|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Statements of Operations                               | 
|                                                       | 
|                                                       | 









|                                     | For the
    Year Ended
    June 30,
    2007 | From Inception (May 31, 2006) to June 30,
    2006 | Cumulative
    From Inception
    (May 31, 2006) to June 30,
    2007
|------------------------------------ | -------------------------------------------- | -------------------------------------------------- | ---------------------------------------------------------------------
|OPERATING EXPENSES:                  |                                              |                                                    |                                                                      
|General and administrative expenses  | $                                            | 3,511                                              | $                                                                    
|Mining expenses (Note 5)             |                                              | 33,065                                             |                                                                      
|Professional fees                    |                                              | 22,744                                             |                                                                      
|Total Operating Expenses             |                                              | 59,320                                             |                                                                      
|OTHER INCOME AND EXPENSE             |                                              | -                                                  |                                                                      
|                                     |                                              |                                                    |                                                                      
|NET LOSS APPLICABLE TO COMMON SHARES | $                                            | (59,320)                                           | $                                                                    









|Basic and Diluted Loss per Common Share | $ | 0.015 | $ | 0.002 |  | 
|--------------------------------------- | - | ----- | - | ----- |  | 











|Weighted Average Number of Shares Outstanding |  | 4,044,780 |  | 1,600,000 |  | 
|--------------------------------------------- |  | --------- |  | --------- |  | 

























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

28

---





|Mariposa Resources, Ltd.(An Exploration Stage Company)          | 
|--------------------------------------------------------------- | 
|Statements of Stockholders' Equity                             
|For the Period of Inception (May 31, 2006) to June 30,
    2007 | 
|                                                                | 









|                                                                | Common Stock 
    Shares             Amount |   | Additional Paid-in Capital |   | Deficit Accumulated During the Exploration Stage |   | Total   
|--------------------------------------------------------------- | ------------------------------------------- | - | -------------------------- | - | ------------------------------------------------ | - | --------
|Inception - May 31, 2006                                        | -                                           | $ | -                          | $ | -                                                | $ | -       
|Common shares issued to a founder at $0.01 cash
      per share | 2,000,000                                   |   | 2,000                      |   | 18,000                                           |   | -       
|Loss for the period                                             | -                                           |   | -                          |   | -                                                |   | (2,687) 
|Balance - June 30, 2006 (audited)                               | 2,000,000                                   |   | 2,000                      |   | 18,000                                           |   | (2,687) 
|Common shares issued to founders at $0.01 cash per share        | 1,000,000                                   |   | 1,000                      |   | 9,000                                            |   | -       
|Common shares issued for cash at $0.04 per share                | 1,737,500                                   |   | 1,738                      |   | 67,762                                           |   | -       
|Loss for the year                                               | -                                           |   | -                          |   | -                                                |   | (59,320)
|Balance - June 30, 2007 (audited)                               | 4,737,500                                   | $ | 4,738                      | $ | 94,762                                           | $ | (62,007)







































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

29

---





|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Statements of Cash Flows                               | 
|                                                       | 
|                                                       | 





> Cash Resources Provided By (Used In)
>     For the
>     Year Ended June 30,
>     2007
>     From Inception (May 31, 2006) to June 30, 2006
>     Cumulative From Inception (May 31, 2006) to June 30,
>     2007Cash Flows From Operating ActivitiesNet loss
>     $
>     (59,320)
>     $
>     (2,687)
>     $
>     (62,007)Changes in operating assets and liabilities:Prepaid expenses
>     
>     4,500
>     
>     (5,000)
>     
>     (500)Accounts payable and Accrued liabilities
>     
>     1,032
>     
>     1,500
>     
>     2,532Net cash used in operating activities
>     
>     (53,788)
>     
>     (6,187)
>     
>     (59,975)Cash Flows From Investing ActivitiesNet cash provided by (used in) investing activities
>     
>     -
>     
>     -
>     
>     -Cash Flows From Financing ActivitiesIssuance of common stock for cash
>     
>     79,500
>     
>     20,000
>     
>     99,500Net cash provided by financing activities
>     
>     79,500
>     
>     20,000
>     
>     99,500Net Increase (decrease) in Cash and Cash Equivalents
>     
>     25,712
>     
>     13,813
>     
>     39,525Cash and cash equivalent position - beginning of period
>     
>     13,813
>     
>     -
>     
>     -Cash and Cash Equivalents Position - end of Period
>     $
>     39,525
>     $
>     13,813
>     $
>     39,525







> Supplemental Cash Flow Disclosure:Cash paid for interest
>     $
>     -
>     $
>     -
>     $
>     -Cash paid for income taxes
>     $
>     -
>     $
>     -
>     $
>     -















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

30

---



|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Notes to Financial Statements                          | 
|June 30, 2007
    and 2006                             | 
|                                                       | 

1. Organization and Going Concern

Mariposa Resources, Ltd. (the "Company") was incorporated
  on May 31, 2006 in the State of Nevada, U.S.A. It is based in Miami, Florida,
  USA. The accounting and reporting policies of the Company conform to
  accounting principles generally accepted in the United States of America, and
  the Company's fiscal year end is June 30.

The Company is an exploration stage company that engages
  principally in the acquisition, exploration and development of resource
  properties. The Company has the right to conduct exploration work on 20
  mineral mining claims in Esmeralda County, Nevada, U.S.A. and has not yet
  determined whether this property contains reserves that are economically
  recoverable. Prior to this, the Company's activities have been limited to its
  formation and the raising of equity capital.

Exploration Stage Company

The Company is considered to be in the exploration stage as
  defined in Statement of Financial Accounting Standards (SFAS) No. 7, "Accounting
  and Reporting by Development Stage Enterprises," and interpreted by the
  Securities and Exchange Commission for mining companies in Industry Guide 7.
  The Company is devoting substantially all of its efforts to development of
  business plans and the acquisition of mineral properties.

Going Concern and Liquidity Considerations

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern, which
  contemplates, among other things, the realization of assets and satisfaction
  of liabilities in the normal course of business. As at June 30, 2007, the
  Company has working capital of $37,493 and an accumulated deficit of 62,007.
  The Company intends to fund operations through equity financing arrangements,
  which may be insufficient to fund its capital expenditures, working capital
  and other cash requirements for the next twelve months.

The ability of the Company to emerge from the exploration
  stage is dependent upon, among other things, obtaining additional financing to
  continue operations, explore and develop the mineral properties and the
  discovery, development and sale of ore reserves.

In response to these problems, management intends to raise
  additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about
  the Company's ability to continue as a going concern. The accompanying
  financial statements do not include any adjustments that might result from the
  outcome of this uncertainty.



2. Significant Accounting Policies

> Use of Estimates

The preparation of financial statements in conformity with
  United States generally accepted accounting principles requires management to
  make estimates and assumptions that affect the reported amounts of assets and
  liabilities and disclosure of contingent assets and liabilities at the date of
  the financial statements and the reported amount of revenues and expenses
  during the reporting period. Actual results could differ from those estimates.
  The Company's periodic filings with the Securities and Exchange Commission
  include, where applicable, disclosures of estimates, assumptions,
  uncertainties and markets that could affect the financial statements and
  future operations of the Company.

31

---



|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Notes to Financial Statements                          | 
|June 30, 2007
    and 2006                             | 
|                                                       | 
|                                                       | 

2. Significant Accounting Policies - Continued

> Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money
  market funds, and certificates of term deposits with maturities of less than
  three months, which are readily convertible to known amounts of cash and
  which, in the opinion of management, are subject to an insignificant risk of
  loss in value. The Company had $39,525 (June 30, 2006 - $13,813) in cash and
  cash equivalents at June 30, 2007.

> Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its
  formation in May 31, 2006 and has not yet realized any revenue from its
  planned operations. It is primarily engaged in the acquisition, exploration
  and development of mining properties. Mineral property acquisition and
  exploration costs are expensed as incurred. When it has been determined that a
  mineral property can be economically developed as a result of establishing
  proven and probable reserves, the costs incurred to develop such property, are
  capitalized. Such costs will be amortized using the units-of-production method
  over the estimated life of the probable reserve.

> Start-Up Costs

In accordance with the American Institute of Certified Public Accountant's
  Statement of Position 98-5, "Reporting on the Costs of Start-up Activities",
  the Company expenses all costs incurred in connection with the start-up and
  organization of the Company.

> Fair Value of Financial Instruments and Derivative
>     Financial Instruments

The Company has adopted Statement of Financial Accounting
  Standards ("SFAS") Number 119, "Disclosure About Derivative Financial
  Instruments and Fair Value of Financial Instruments." The carrying amounts
  of cash and cash equivalents, accounts payable, accrued liabilities and amount
  due to related party approximate their fair values because of the short
  maturity of these items. Certain fair value estimates may be subject to and
  involve, uncertainties and matters of significant judgment, and, therefore,
  cannot be determined with precision. Changes in assumptions could
  significantly affect these estimates. The Company does not hold or issue
  financial instruments for trading purposes, nor does it utilize derivative
  instruments in the management of its foreign exchange, commodity price or
  interest rate market risks.

> Segmented Reporting

SFAS Number 131, "Disclosure About Segments of an Enterprise and Related
  Information", changed the way public companies report information about
  segments of their business in their quarterly reports issued to shareholders.
  It also requires entity-wide disclosures about the products and services an
  entity provides, the material countries in which it holds assets and reports
  revenues and its major customers. The company presently operates only in the
  United States.

32

---

|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Notes to Financial Statements                          | 
|June 30, 2007
    and 2006                             | 
|                                                       | 
|                                                       | 

2. Significant Accounting Policies - Continued

> Concentrations of Credit Risk

The Company's financial instruments that are exposed to
  concentrations of credit risk primarily consist of its cash and cash
  equivalents and related party payables it will likely incur in the near
  future. The Company places its cash and cash equivalents with financial
  institutions of high credit worthiness. At times, its cash and cash
  equivalents with a particular financial institution may exceed any applicable
  government insurance limits. The Company's management plans to assess the
  financial strength and credit worthiness of any parties to which it extends
  funds, and as such, it believes that any associated credit risk exposures are
  limited.

> Income Taxes

Deferred income taxes are reported for timing differences
  between items of income or expense reported in the financial statements and
  those reported for income tax purposes in accordance with SFAS Number 109, "Accounting
  for Income Taxes", which requires the use of the asset/liability method of
  accounting for income taxes. Deferred income taxes and tax benefits are
  recognized for the future tax consequences attributable to differences between
  the financial statement carrying amounts of existing assets and liabilities
  and their respective tax bases, and for tax loss and credit carryforwards.
  Deferred tax assets and liabilities are measured using enacted tax rates
  expected to apply to taxable income in the years in which those temporary
  differences are expected to be recovered or settled. The Company provides for
  deferred taxes for the estimated future tax effects attributable to temporary
  differences and carryforwards when realization is more likely than not.

> Earnings (Loss) per Share of Common Stock

The Company has adopted Financial Accounting Standards
  Board ("FASB") Statement Number 128, "Earnings per Share," ("EPS")
  which requires presentation of basic and diluted EPS on the face of the income
  statement for all entities with complex capital structures and requires a
  reconciliation of the numerator and denominator of the basic EPS computation
  to the numerator and denominator of the diluted EPS computation. In the
  accompanying financial statements, basic earnings (loss) per share is computed
  by dividing net income/loss by the weighted average number of shares of common
  stock outstanding during the period.

The Company has no potentially dilutive securities, such as
  options or warrants, currently issued and outstanding.

> Foreign Currency Translations

The Company's functional and reporting currency is the US
  dollar. All transactions initiated in other currencies are translated into the
  US dollars using the exchange rate prevailing on the date of transaction.
  Monetary assets and liabilities denominated in foreign currencies are
  translated into the US dollar at the rate of exchange in effect at the balance
  sheet date. Unrealized exchange gains and losses arising from such
  transactions are deferred until realization and are included as a separate
  component of shareholders' equity (deficit) as a component of comprehensive
  income or loss. Upon realization, the amount deferred is recognized in income
  in the period when it is realized.

No significant realized exchange gain or losses were recorded from
  inception (May 31, 2006) to June 30, 2007.

33

---

|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Notes to Financial Statements                          | 
|June 30, 2007
    and 2006                             | 
|                                                       | 
|                                                       | 

2. Significant Accounting Policies - Continued

> Comprehensive Income (Loss)

SFAS No. 130, "Reporting Comprehensive Income", establishes
  standards for reporting and display of comprehensive income and its components
  in a full set of general-purpose financial statements. From inception (May 31,
  2006) to June 30, 2007, the Company had no items of other comprehensive
  income. Therefore, net loss equals comprehensive loss from inception (May 31,
  2006) to June 30, 2007.

> Risks and Uncertainties

The Company operates in the resource exploration industry
  that is subject to significant risks and uncertainties, including financial
  operational, technological and other risks associated with operating a
  resource exploration business, including the potential risk of business
  failure.

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected
  from time to time in varying degree by changes in environmental regulations,
  including those for future reclamation and site restoration costs. Both the
  likelihood of new regulations and their overall effect upon the company vary
  greatly and are not predictable. The Company's policy is to meet or, if
  possible, surpass standards set by relevant legislation by application of
  technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and
  reclamation programs are charged against earnings as incurred or capitalized
  and amortized depending on their future economic benefits. All of these types
  of expenditures incurred since inception have been charged against earnings
  due to the uncertainty of their future recoverability. Estimated future
  reclamation and site restoration costs, when the ultimate liability is
  reasonably determinable, are charged against earnings over the estimated
  remaining life of the related business operation, net of expected recoveries.

Recent Accounting Pronouncements

Recent accounting pronouncements that are listed below did and/or are not
  currently expected to have a material effect on the Company's financial
  statements, but will be implemented in the Company's future financial
  reporting when applicable.

FASB Statements:

In February 2006, FASB issued Financial Accounting
  Standards No. 155, "Accounting for Certain Hybrid Financial Instruments -
  an amendment of FASB Statements No. 133 and 140." This Statement amends
  FASB Statements No. 133, "Accounting for Derivative Instruments and Hedging
  Activities," and No. 140, "Accounting for Transfers and Servicing of
  Financial Assets and Extinguishments of Liabilities." This Statement
  resolves issues addressed in Statement 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial
  Assets." SFAS 155 is effective for all financial instruments acquired or
  issued after the beginning of an entity's first fiscal year that begins after
  September 15, 2006.



34

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|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Notes to Financial Statements                          | 
|June 30, 2007
    and 2006                             | 
|                                                       | 
|                                                       | 

2. Significant Accounting Policies - Continued

In March 2006, FASB issued Financial Accounting Standards
  No. 156, "Accounting for Servicing of Financial Assets - an amendment of
  FASB Statement No. 140." This Statement amends FASB Statement No. 140,
  Accounting for Transfers and Servicing of Financial Assets and Extinguishments
  of Liabilities, with respect to the accounting for separately recognized
  servicing assets and servicing liabilities. SFAS 156 is effective in the first
  fiscal year that begins after September 15, 2006.

In September 2006, FASB issued Financial Accounting
  Standards No. 157, "Fair Value Measurements." This Statement defines
  fair value, establishes a framework for measuring fair value in generally
  accepted accounting principles (GAAP), and expands disclosures about fair
  value measurements. This Statement applies under other accounting
  pronouncements that require or permit fair value measurements, the Board
  having previously concluded in those accounting pronouncements that fair value
  is the relevant measurement attribute. Accordingly, this Statement does not
  require any new fair value measurements. However, for some entities, the
  application of this Statement will change current practice. SFAS 157 is
  effective in the first fiscal year that begins after November 15, 2007.

In September 2006, FASB issued Financial Accounting
  Standards No. 158, "Employers' Accounting for Defined Benefit Pension and
  Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106,
  and 132(R)." This Statement improves financial reporting by requiring an
  employer to recognize the overfunded or underfunded status of a defined
  benefit postretirement plan (other than a multiemployer plan) as an asset or
  liability in its statement of financial position and to recognize changes in
  that funded status in the year in which the changes occur through
  comprehensive income of a business entity or changes in unrestricted net
  assets of a not-for-profit organization. This Statement also improves
  financial reporting by requiring an employer to measure the funded status of a
  plan as of the date of its year-end statement of financial position, with
  limited exceptions. SFAS 158 is effective. An employer with publicly traded
  equity securities is required to initially recognize the funded status of a
  defined benefit postretirement plan and to provide the required disclosures as
  of the end of the first fiscal year ending after December 15, 2006.

In February 2007, FASB issued Financial Accounting
  Standards No. 159, "







35

---







|Mariposa Resources, Ltd.
    (An Exploration Stage Company) | 
|----------------------------------------------------------- | 
|Notes to Financial Statements                               | 
|June 30, 2007 and 2006                                      | 
|                                                            | 
|                                                            | 

3. Capital Stock

> Authorized Stock

The Company has authorized 100,000,000 common shares with a
  par value of $0.001 per share. The Company has also authorized 100,000,000
  preferred shares with a par value of $0.001 per share. Each common share
  entitles the holder to one vote, in person or proxy, on any matter on which
  action of the stockholder of the corporation is sought.

> Share Issuance

Since inception, the Company has issued 4,737,500 common
  shares, 3,000,000 and 1,737,500 shares at $0.01 and $0.04 per share
  respectively, for total proceeds of $99,500, resulting in $4,738 for par value
  shares and $94,762 for capital in excess of par. The 3,000,000 shares were
  issued to officers and directors of the Company and 1,737,500 shares were
  issued to independent investors.

There are no preferred shares outstanding. The Company has
  issued no authorized preferred shares.

The Company has no stock option plan, warrants or other
  dilutive securities.



4. Income Taxes

The Company has accumulated net operating losses for U.S.
  federal income tax purposes of approximately $62,007 (June 30, 2006 - $2,687),
  which will begin to expire in 2026 and can be used to reduce taxable income of
  future years.

Details of future income tax assets:



> Future income tax assets:
>     June 30,
>     2007
>     June 30,
>     2006Non-capital tax loss (approx. 34% tax rate)
>     $
>     21,000
>     $           900Valuation allowance
>     
>     (21,000)
>     (900)$
>     -
>     $               -



The potential future tax benefits of these losses have not
  been recognized in these financial statements due to uncertainty of their
  realization. When the future utilization of some portion of the carry forwards
  is determined not to be "more likely than not," a valuation allowance is
  provided to reduce the recorded tax benefits from such assets.



36

---







|Mariposa Resources, Ltd.(An Exploration Stage Company) | 
|------------------------------------------------------ | 
|Notes to Financial Statements                          | 
|June 30, 2007
    and 2006                             | 
|                                                       | 
|                                                       | 

5. Mineral Property Costs

By agreement dated July 27, 2006 with Gold Explorations
  LLC, of Minden, Nevada, the Company acquired an option to earn a 100% interest
  in certain properties consisting of 20 unpatented mineral claims, located in
  Esmeralda County, Nevada, USA.

Upon execution of the agreement, Gold Explorations LLC
  transferred 100% interest in the mineral claims to the Company for $53,000 to
  be paid, at the Company's option, as follows:



|                                                               | Cash Payments
|-------------------------------------------------------------- | -------------
|Upon signing of the agreement and transfer of
    title (paid) | $            
|On or before July 27, 2007 (paid in July 2007)                 |              
|On or before July 27, 2008                                     |              
|On or before July 27, 2009                                     |              
|On or before July 27, 2010                                     |              
|On or before July 27, 2011                                     |              
|                                                               | $            



All payments shall be made within 30 days of the due date
  or the Property and all rights will revert back to Gold Explorations LLC.

In addition, the Company must incur exploration
  expenditures of $50,000 on the Property by July 27, 2011. The Company had a
  report recommending a work program of approximately $22,000. The program
  consisted of surveying a control grid, soil and rock chip sampling and
  geological mapping. A total of $25,191 was advanced during April - June 2007
  and the work program was completed prior to the year ended June 30, 2007.
  During the year ended June 30, 2007, the Company spent a total of $30,191
  (June 30, 2006 - $0) on property option payments and exploration work
  performed on the Property.

The Company is also responsible for maintaining the mineral
  claims in good standing by paying all the necessary rents, taxes, and filing
  fees associated with the Property. As of June 30, 2007, the Company met these
  obligations.

The property is subject to a 3% royalty, to Gold
  Explorations LLC, on all mineral commodities sold from the property. This
  royalty shall be reduced to 1.5% upon payment to the Vendor of $1,000,000 USD
  at any time





37

---

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.



None. Not applicable.



ITEM 8A - CONTROLS AND PROCEDURES.

Nanuk Warman, our Principal Executive and Financial Officer has conducted an
evaluation of the effectiveness of the Company's disclosure controls and
procedures, as defined in Exchange Act Rule 13a-15(e), as of June 30, 2007 (the
"Disclosure Controls Evaluation").  Based on that evaluation, he has concluded
that as of the end of the period covered by this report the Company's disclosure
controls and procedures were effective to provide a reasonable level of
assurance that: (i) information required to be disclosed by the Company in the
reports the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported within the specific time periods in the
Securities and Exchange Commission's rules and forms and (ii) information
required to be disclosed in the reports the Company files or submits under
Exchange Act are accumulated and communicated to management, including the chief
executive officer and chief accounting officer, to allow timely decisions
regarding required disclosure, all in accordance with Exchange Act Rule
13a-15(e).
There were no changes in the Company's internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f), during the year ended June
30, 2007, that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met.  Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs.  Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.  Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

ITEM 8B - OTHER INFORMATION.



No items required to be reported on Form 8-K during the fourth quarter of the
year covered by this report were not previously reported on Form 8-K.

38

---



PART III



ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.



Each of our directors serves until his or her successor is elected and
qualified. Each of our officers is elected by the board of directors to a term
of one (1) year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office. The board of directors has
no nominating, auditing or compensation committees.

The name, address, age and position of our officers and directors are set
forth below:



|Name and Address              | Age | Position(s)                                                    
|----------------------------- | --- | ---------------------------------------------------------------
|                              |     |                                                                
|Nanuk Warman                  | 35  | President, Principal Executive Officer,
    Principal Financial
|11923 S.W. 37 Terrace         |     | Officer, Principal Accounting Officer,
    Treasurer and a     
|Miami, FL 33175               |     | member of the Board of Directors                               
|                              |     |                                                                
|Rossanna Vivo                 | 35  | Secretary and a member of the Board of
    Directors           
|11923 S.W. 37 Terrace         |     |                                                                
|Miami, FL 33175               |     |                                                                
|                              |     |                                                                
|Douglas W. Scheving           | 57  | Member of the Board of Directors                               
|Suite 2103 -808 Nelson Street |     |                                                                
|Vancouver, B.C., V6Z 2H2      |     |                                                                



Nanuk Warman has held his office/position since inception. Rossanna Vivo and
Douglas Scheving have held their offices/positions since June 28, 2006 and all
are expected to hold said offices/positions until the next annual meeting of our
stockholders. The officers and directors are our only officers, directors,
promoters and control persons

Background of Officers and Directors

Nanuk Warman, has been our President, Chief Financial Officer,
Treasurer, and Member of the Board of Directors since inception. Mr. Warman
graduated from the British Columbia Institute of Technology (BCIT), located in
Burnaby B.C. Canada, in June 1995 with a Diploma in Technology in Financial
Management, specializing in Finance. He obtained his Certified Management
Accountant (CMA) designation in October 1998 and has been a member in good
standing since with the Certified Management Accountants Society of British
Columbia. As of August, 2007, he has earned the right to use the Chartered
Financial Analyst (CFA) designation and is a member in good standing with the
CFA Institute. Mr. Warman is a self-employed consultant (since 1998), assisting
companies with their preparation of financial statements for review and audit by
independent accounting firms and with ongoing accounting compliance matters.
From

39

---

December 2006 - present, he is serving as a director of Coastline Corporate
Services, Inc., a Florida company with the intentions to obtain a quotation on
the OTCBB. From 2000 - 2003, he served as president of Neutron Enterprises,
Inc., a company that trades on the OTCBB under the symbol of NTRN. From 1996 -
1998, he worked as a staff accountant for KPMG, in their Independent Business
and Accounting Services department. His duties were to perform Notice to Reader
and Review engagements for private corporations, as well as corporate and
personal Canadian tax planning and filing. Mr. Warman devotes 25% of his time to
us, or approximately 10 hours per week to our operation. Currently, the
remaining 75% of Mr. Warman's time will be spent in his consulting business.

Rossana Vivo has been our secretary and a member of the board of
directors since June 28, 2006. Since 2004 - present, Ms. Vivo has been working
for GM Pool Services and Repairs, Inc., based in Miami, Florida, as their office
manager. Her responsibilities are to supervise the service and repair staff,
schedule work assignments, maintain the accounting records, and deal with
customers on collection of payments and provide estimates/quotations for
proposed work. From 2000 - 2004, she was a stay at home mother and took
part-time English and computer courses from the Miami Dade Community college.
Ms. Vivo devotes up to 10% of her time to us, or approximately 4 hours per week
to our operation. Currently, the remaining 90% of Ms. Vivo's time is devoted to
her work with GM Pool Services and Repairs, Inc.



Douglas W. Scheving has been a Director of the Company since June 28,
2006.  Mr. Scheving is also president, principal executive officerand
a member of the Board of Directors of Touchstone Mining Limited (since September
2005).  Since July 1993 Mr. Scheving has held various positions with Golden
Glacier Resources Ltd. and Exeter Resource Corporation, TSX Venture Exchange
listed exploration stage mining Companies located in Vancouver British Columbia. 
Mr. Scheving is currently director and a member of the audit and compensation
committees.  He has also held the positions of president and secretary. 
Since October 1997, Mr. Scheving has held various positions with Golden Dynasty
Resources Limited, a TSX Venture Exchange listed natural resource company
located in Vancouver, British Columbia.  He is currently a director,
corporate secretary, and member of the audit committee.  He previously held
the position of president. Mr. Scheving was also president, principal executive
officer and a member of the Board of Directors of Electrum Mining Limited from
August 2004 until November, 2006. Mr. Scheving was president and director of E-COMBIZ.COM
Inc., from December 01, 2005 to November 2006 (a development stage pink sheet
company located in Vancouver, British Columbia).    Since April
2001, Mr. Scheving has been the owner of Corporate Administrative Services
Limited located in Vancouver, British Columbia.  Corporate Administrative
Services Limited is engaged in the business of bookkeeping, invoice paying, and
providing office services.  Mr. Scheving devotes up to 10% of his time or
approximately 4 hours per week to Mariposa Resources, Ltd.

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Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, no present or former director
or executive officer of our company: (1) filed a petition under the federal
bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or
similar officer appointed by a court for the business or present of such a
person, or any partnership in which he was a general partner at or within two
years before the time of such filing, or any corporation or business association
of which he was an executive officer within two years before the time of such
filing; (2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting the following activities: (i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliated person,
director of any investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any type of business
practice; (iii) engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of federal or
state securities laws or federal commodity laws; (4) was the subject of any
order, judgment or decree, not subsequently reversed, suspended or vacated, of
any federal or state authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any activity described
above under this Item, or to be associated with persons engaged in any such
activity; (5) was found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any federal or
state securities law and the judgment in subsequently reversed, suspended or
vacate; (6) was found by a court of competent jurisdiction in a civil action or
by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.

Audit Committee and Audit Committee Financial Expert Disclosure

The Company's Board of Directors does not have a separately designated audit
committee and an "audit committee financial expert". Audit committee functions
are performed by our board of directors. None of our directors are deemed
independent. All directors also hold positions as our officers. Our audit
committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and, (5) funding for the outside auditory and any outside
advisors engagement by the audit committee.

The Board of Directors does not have an audit committee financial expert at
this time due to the fact that the Company has only limited operations and no
revenues. We believe the cost related to retaining a financial expert at this
time is prohibitive. Further, because of our limited operations, we believe the
services of a financial expert are not warranted.

41

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Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of the
code of ethics is attached hereto as exhibit 14. The Company will also provide
to any person, without charge and upon request, a copy of the code of ethics.
Any such request must be made in writing to the Company at, 11923 SW Terrace,
Miami FL, 33175.

Compliance with Section 16(a) of the Exchange Act

Because we do not have a class of equity securities registered pursuant to
Section 12 of the Exchange Act, our executive officers, directors and persons
who beneficially own more than 10% of our common stock are not required to file
initial reports of ownership and reports of changes in ownership with the SEC
under Section 16(a) of the Exchange Act.

ITEM 10 - EXECUTIVE COMPENSATION.



Currently, none of our officers and/or directors is being compensated for
their services during the development stage of our business operations.

The officers and directors are reimbursed for any out-of-pocket expenses they
incur on our behalf. In addition, in the future, we may approve payment of
salaries for our officers and directors, but currently, no such plans have been
approved. We also do not currently have any benefits, such as health insurance,
life insurance or any other benefits available to our employees.

|SUMMARY COMPENSATION TABLE                                           
|---------------------------------------------------------------------
|Name and Principal Position                                          
|Nanuk Warman, CEO, CFO,
    President, Treasurer, Secretary, Director
|Rossanna Vivo Secretary,
    Director                                

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|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 
|---------------------------------------------
|Option Awards                                
|Name                                         
|Nanuk WarmanRossana Vivo
    Douglas Scheving

|DIRECTOR COMPENSATION                        
|---------------------------------------------
|Name                                         
|Nanuk WarmanRossana Vivo
    Douglas Scheving

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We have not paid any salaries in 2007, and we do not anticipate paying any
salaries at any time in 2007. We will not begin paying salaries until we have
adequate funds to do so.

There are no other stock option plans, retirement, pension, or profit sharing
plans for the benefit of our officers and directors other than as described
herein.

Long-Term Incentive Plan Awards

We not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving as members of the
board of directors.

As of the date hereof, we have not entered into employment contracts with any
of our officers and do not intend to enter into any employment contracts until
such time as it profitable to do so.

Indemnification



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

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of the date of this annual report, the
total number of shares owned beneficially by each of our directors, officers and
key employees, individually and as a group, and the present owners of 5% or more
of our total outstanding shares. The stockholders listed below have direct
ownership of their shares and possess sole voting and dispositive power with
respect to the shares.

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|Name and Address               | Number of | Percentage of
|------------------------------ | --------- | -------------
|Beneficial Ownership           | Shares    | Ownership    
|                               |           |              
|Nanuk Warman                   | 2,000,000 | 42.1%        
|11923 S.W. 37 Terrace          |           |              
|Miami, FL 33175                |           |              
|                               |           |              
|Rossanna Vivo                  | 500,000   | 10.6%        
|11923 S.W. 37 Terrace          |           |              
|Miami, FL 33175                |           |              
|                               |           |              
|Douglas W. Scheving            | 500,000   | 10.6%        
|Suite 2103 - 808 Nelson Street |           |              
|Vancouver, B.C., V6Z 2H2       |           |              
|                               |           |              
|All Officers and Directors     | 3,000,000 | 63.3%        
|as a Group (3 persons)         |           |              
|                               |           |              



The percent of class is based on 4,737,500 shares of common stock issued and
outstanding as of August 31, 2007.

A total of 3,000,000 shares of common stock were issued to our officers and
directors in June and July 2006. The 3,000,000 shares are restricted securities,
as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act. Under Rule 144, the shares can be publicly sold, subject to
volume restrictions and restrictions on the manner of sale, commencing one year
after their acquisition. Rule 144 provides that a person may not sell more than
1% of the total outstanding shares in any three month period and the sales must
be sold either in a brokers' transaction or in a transaction directly with a
market maker.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.



On June 6, 2006, Nanuk Warman, our president, acquired 2,000,000 shares of
our common stock, for cash proceeds of $20,000. On July 1, 2006, Rossanna Vivo
and Douglas Scheving acquired 500,000 shares each of our common stock, for cash
proceeds of $5,000 each. The 3,000,000 shares of common stock are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Rule 144 provides that a person may
not sell more than 1% of the total outstanding shares in any three month period
and the sales must be sold either in a brokers' transaction or in a transaction
directly with a market maker.

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Our officers and directors are our only promoters. They have not received nor
will they receive anything of value from us, directly or indirectly in their
capacities as promoters.

ITEM 13 - EXHIBITS.

The following exhibits are included with this filing:



ExhibitNumber Description



3(i)         Articles of Incorporation*

3(ii)        Bylaws*

14         Code of Ethics

23         Consent of Moore & Associates, Chartered

31         Rule 13a-14(a)/15d-14a(a) Certifications

32         Section 1350 Certifications



* Included in our original SB-2 filing under Commission File
Number 333-137481.



ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES.



Audit Fees: All fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of the
registrant's annual financial statements and the review of financial statements
included in the registrant's Form 10-QSB or services that are normally provided
by the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years.

2007: $ 3,750

2006: $ 1,500

Audit-Related Fees: All fees billed in each of the last two fiscal years
for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the registrant's
financial statements and are not reported under Item 9(e)(1) of Schedule 14A.

2007: $ 0.00

2006: $ 0.00

Tax Fees: The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning:

2007: $ 500.00 Nature of Services: None (see note below)

2006: $ 0.00 Nature of Services: None (see note below)

Preparation of the Company's corporate tax return for the fiscal year ended
June 30, 2007 is currently underway.  Preparation of the corporate tax
return for the period ended June 30, 2006, was not performed by the principal
accountant.

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All Other Fees:

2007: $ 0.00

2006: $ 0.00

Audit Committee Pre-approval

The Company does not at this time have an audit committee, therefore, no
policies or procedures other than those required by SEC rules on auditor
independence, have been implemented. The Board of Directors will have to
pre-approve the engagement of the Company's principal independent accountants to
provide non-audit services. No non-audit services, except for the preparation of
corporate tax returns, for which pre-approval has been obtained, were provided
by the Company's principal independent accountants in 2007 and 2006.



SIGNATURES



In accordance with Section 13 or 15(d) of the Securities
Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



Mariposa Resources, Inc.





|Signature        | Title                                   | Date              
|---------------- | --------------------------------------- | ------------------
|                 |                                         |                   
|/s/ Nanuk Warman | President, Principal Executive Officer, | September 27, 2007
|Nanuk Warman     | Principal Financial Officer, Treasurer, |                   
|                 | Principal Accounting Officer, and       |                   
|                 | Member of the Board of Directors        |                   



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|Signature            | Title                                   | Date              
|-------------------- | --------------------------------------- | ------------------
|                     |                                         |                   
|/s/ Nanuk Warman     | President, Principal Executive Officer, | September 27, 2007
|Nanuk Warman         | Principal Financial Officer, Treasurer, |                   
|                     | Principal Accounting Officer, and       |                   
|                     | Member of the Board of Directors        |                   
|                     |                                         |                   
|/s/ Rossanna Vivo    | Secretary, and Member of the Board of   | September 27, 2007
|Rossanna Vivo        | Directors                               |                   
|                     |                                         |                   
|/s/ Douglas Scheving | Member of the Board of Directors        | September 27, 2007
|Douglas Scheving     |                                         |                   



47