[mariposa10k06302008final2002.gif] UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549  FORM
10-K  [x]Annual report pursuant to Section
13 or 15(d) of the securities exchange act of 1934 for the fiscal year endedJune 30, 2008.  [  ] Transition report under Section 13
or 15(d) of the securities exchange act of 1934  Commission File No. 333-135037  MARIPOSA RESOURCES, LTD.(Exact name of registrant as specified in its charter)  Nevada
06-1781911State or other jurisdiction of
incorporation or organization
IRS Employer Identification No. 11923 SW 37 Terrace, Miami, FL
 33175(Address of principal executive offices)  Registrants telephone number, including
area code: (305) 677-9456  Securities registered pursuant to Section
12(b) of the Act: None. Securities registered pursuant to Section
12(g) of the Act: None. Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. [  ]  Yes  [X]  No  Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.  [
 ]  Yes  [X]  No  Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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. [X]
 Yes [  ]  No  Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this Form 10-K.
 [  ]  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.  Large accelerated filer
[  ]

Accelerated filer
[  ]  1     Non-accelerated filer
[  ](Do not check if a smaller reporting
company)

Smaller reporting company
[X]  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). [ X]
Yes [ ]  No  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)  Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.As
of September 1, 2008, the registrant had 4,737,500 shares of common stock issued
and outstanding.  2    DOCUMENTS
INCORPORATED BY REFERENCE  TABLE OF CONTENTS  PART I 4 ITEM 1.  BUSINESS 4 ITEM 1A.  RISK FACTORS 11 ITEM 1B.  UNRESOLVED STAFF COMMENTS 13 ITEM 2.  PROPERTIES 13 ITEM 3.  LEGAL PROCEEDINGS 13 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
SECURITIES HOLDERS 13  PART II 13 ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES13 ITEM 6.  SELECTED FINANCIAL DATA 14 ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS15 ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA. 22 ITEM 9.  Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure 36 ITEM 9AT.  Controls and Procedures 36 Item 9B.  Other Information 37  PART III 37 ITEM 10.  Directors, Executive Officers, and
Corporate Governance. 37 ITEM 11.  Executive Compensation 39 ITEM 12.  Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters 40 ITEM 13.  Certain Relationships and Related
Transactions, Director Independence 41 ITEM 14.  Principal Accountant Fees and
Services 41  PART IV 42 ITEM 15.  Exhibits, Financial Statement
Schedules 42  Signatures 43   3     CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION  Certain statements in
this annual report on Form 10-K 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.
 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.  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.   4    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.  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, which we have paid,
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 2008 were $2,750 and have been paid.  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 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   5    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 RecordingMRP #1 -
#4
NE quarter,
Sec. 22, T.3S, R41E, M.MDBM
Nov. 1  2004MRP #5 -
#10
SE quarter,
Sec. 15, T.3S, R.41E, M.MDBM
Nov. 1  2004MRP #11 -
#12
NE quarter,
Sec. 15, T.3S, R.41E, M.MDBM
Nov. 1  2004MRP # 13
SW quarter,
Sec. 15, T.3S, R.41E, M.MDBM
Nov. 1  2004MRP #14
NE quarter,
Sec. 15, T.3S, R.41E, M.MDBM
Nov. 1  2004MRP #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 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.   6    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.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  7     The trenching program
started in 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 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 a 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)  8     Location
Fee
$30.00Maintenance Fee
and Service Charges
$135.00Transfer
Fee
$5.00Proof of Labor
$5.00Notice of
Intent to Hold
$5.00Transfer of
Interest
$5.00Amendment
$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, 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.   9    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, 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 manage our exploration
project.   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 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 , and quarterly reports on Form 10-Q.  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.  10      ITEM 1A.
 RISK FACTORS  Risks
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.  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, 2008 is $84,895. 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.  Because we are
small and do not have much capital, we may have to limit our exploration
activity.  11     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 and Ms. Rossanna Vivo have other outside business activities and
Mr. Warman will only be devoting 25% of his time or 10 hours per week and Ms.
Vivo will only be devoting 10% of her 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
and Ms. Rossanna Vivo 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 will only be devoting 10% of her time, or four hours per week
to our operations, our operations may be sporadic and occur at times which are
convenient to Mr. Warman and Ms. Vivo.  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 directors. We are entirely dependent upon them to conduct
our operations. If they should resign or die there will be no one to run the
Company. Further, we do not have key man insurance. If a death or disability of
one or more directors or officers should occur, until we find other qualified
persons to run the Company, our operations may 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.  We are represented by
market makers and have our common shares quoted on the OTC 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.  12      ITEM 1B.
 UNRESOLVED STAFF COMMENTS  Not applicable.   ITEM 2.
 PROPERTIES  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 cancellable 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 totalling
$53,000 USD and a five year work program totalling $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.   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 SECURITIES HOLDERS  No matters were
submitted to a vote of security holders during the fiscal year ended June 30,
2008.    PART
II   ITEM 5.
 MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
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.  Our common stock has
not had any trading activity, since first being quoted on March 5, 2007, and
since then has had a high bid of $0.30 and a low bid of $0.00.  The high
and low bid information was obtained from www.otcbb.com.  OTCBB quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not 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 and Ms. Vivo and may only be resold in compliance with Rule
144 of the Securities Act of 1933.   Holders  13     As of September 1,
2008, 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;or2.
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.  Recent Sales of
Unregistered Securities  None.  Securities
authorized for issuance under equity compensation plans  We do not have any
equity compensation plans and accordingly we have no securities authorized for
issuance thereunder.  Purchases of
Equity Securities by the Registrant and Affiliated Purchasers  We did not purchase
any of our shares of common stock or other securities during the year ended June
30, 2008.   ITEM 6.
 SELECTED FINANCIAL DATA  FromInception(May 31,Year Ended
Year Ended
2006) toJune 30,
June 30,
June 30,2008
2007
2008Total expenses
$
     22,888
$
      26,396
$
        76,047Operating revenue
-
-
-Net loss from continuing operations
22,888
59,320
84,895Cash raised by financing activities
-
79,500
99,500Cash used in operating activities
24,820
53,788
84,795Cash and cash equivalents on hand
14,705
39,525
14,705  14     Net loss per common share: Basic and Diluted
0.005
0.015
-Weighted average number of common shares
outstanding:Basic and diluted
4,737,500
4,044780
-Cash dividends declared per common share
-
-
-Property and equipment, net
-
-
-Long-term debt
-
-
-Stockholders equity
14,605
37,493
-    ITEM 7.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS  The following plan of
operation should be read in conjunction with our financial statements and the
notes thereto included elsewhere in this report. 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, including
statements relating to our plans, objectives, expectations and intentions.
Although we believe 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. We
caution investors that any forward-looking statements made by us 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.  Results of
Operations  We have generated no
revenues since inception and have incurred $84,895 in expenses through June 30,
2008.  The following table
provides selected financial data about our company for the year ended June 30,
2008 and 2007, respectively.  Balance Sheet Data: 6/30/08 6/30/07  Cash $
 14,705 $
 39,525 Total
assets $
 15,205 $
 40,025 Total
liabilities $
      600 $
   2,532 Stockholders'
equity $
 14,605 $
 37,493   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.   15    The
following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-K.
Except for the historical information contained herein, the discussion in this
Form 10-K 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-K should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-K. 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 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 $69,500 from our public offering. Under this offering we sold 1,737,500
shares at $0.04 per share to unaffiliated shareholders, these shares together
with 3,000,000 shares sold to directors brings the total number of shares issued
to 4,737,500.  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-K. 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.  Over the past twelve
months, we have experienced difficulties in obtaining financing for our
business. During this past quarter we have shifted some of our focus to
investigating other business opportunities. These opportunities include possible
acquisitions or joint venture arrangements in this and other industries. We can
provide no assurance that these efforts in exploring possible acquisitions or
joint venture arrangements will come to fruition. Additionally, if any new
ventures are successfully negotiated, we can provide no assurance that such new
venture will have enough financial resources to fully develop the new venture.
Although we will continue to explore financing options based upon our existing
business plan, our plan of operations for the next 12 months will also include
further investigation of forming partnerships with other entities and
researching other business opportunities.  Our Exploration
Program  The trenching program
started in 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   16    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 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 cannot 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. 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, 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, 2008, 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.  17    As
of June 30, 2008, our total assets were $15,205 and our total liabilities were
$600.  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 $84,895 from inception (May 31, 2006) to June 30, 2008. 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, 2008, we had
working capital of $14,605. 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
$14,705 and $39,525 in cash and cash equivalents at June 30, 2008 and 2007,
respectively.  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 reserves.  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.   18    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.  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.   19    No
significant realized exchange gain or losses were recorded from inception (May
31, 2006) to June 30, 2008.  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, 2008, the Company had no items of other comprehensive income.
 Therefore, net loss equals comprehensive loss from inception (May 31,
2006) to June 30, 2008.  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 May 2008, FASB
issued Financial Accounting Standards No. 163, Accounting for Financial
Guarantee Insurance Contracts  an interpretation of FASB Statement No. 60.
Diversity exists in practice in accounting for financial guarantee insurance
contracts by insurance enterprises under FASB Statement No. 60, Accounting and
Reporting by Insurance Enterprises. That diversity results in inconsistencies in
the recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, Accounting for
Contingencies. This Statement requires that an insurance enterprise recognize a
claim liability prior to an event of default (insured event) when there is
evidence that credit deterioration has occurred in an insured financial
obligation. This Statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements. This  20    Statement
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years.  In May 2008, FASB
issued Financial Accounting Standards No. 162, The Hierarchy of Generally
Accepted Accounting Principles.This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles.  In March 2008, FASB
issued Financial Accounting Standards No. 161, Disclosure about Derivative
Instruments and Hedging Activities  an amendment to FASB Statement No.
133. The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, do not provide adequate information about how derivative and
hedging activities affect an entitys financial position, financial performance,
and cash flows. Accordingly, this Statement requires enhanced disclosures about
an entitys derivative and hedging activities and thereby improves the
transparency of financial reporting. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008.   In
December 2007, FASB issued Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment
of ARB No. 51. This statement amends ARB No. 51 to improve the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards of the portion of equity in a subsidiary not
attributable, directly or indirectly, to a parent.  SFAS 160 is effective
for fiscal years, and interim periods with those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends).  In
December 2007, FASB issued a revision to Financial Accounting Standards No. 141
(revised 2007), Business Combinations. The objective of this
Statement is to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. This Statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.      21         ITEM 8.  FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.              MARIPOSA RESOURCES, LTD.  (An Exploration
Stage Company)  AUDITED FINANCIAL
STATEMENTS  JUNE 30, 2008 and
2007                               22       MARIPOSA RESOURCES,
LTD. (An Exploration
Stage Company)  INDEX TO AUDITED
FINANCIAL STATEMENTS  FOR THE PERIOD OF MAY
31, 2006 (INCEPTION) TO JUNE 30, 2008   Page(s)  Report of
Independent Registered Public Accounting Firm 24   Balance
Sheets at June 30, 2008 and 2007 25   Statements of Operations for the year
ended June 30, 2008 and 2007, and cumulative
totals from inception (May 31, 2006) to June 30, 2008 26    Statements of Stockholders' Equity
for the period of May 31, 2006 (inception) to June 30,
2008 27   Statements of Cash Flows for the year
ended June 30, 2008 and 2007, and cumulative
totals from inception (May 31, 2006) to June 30, 2008 28    Notes to
Audited Financial Statements 29-35     23       MOORE
& ASSOCIATES, CHARTERED ACCOUNTANTS
AND ADVISORS PCAOB
REGISTERED   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM   To the Board of Directors Mariposa Resources, Ltd. (An Exploration Stage Company)  We have audited the accompanying balance sheets of Mariposa
Resources, Ltd. (An Exploration Stage Company) as of June 30, 2008 and June 30,
2007, and the related statements of operations, stockholders equity and cash
flows for the years ended June 30, 2008 and June 30, 2007 and since inception on
May 31, 2006 through June 30, 2008. 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 conduct 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, 2008 and June 30, 2007, and
the related statements of operations, stockholders equity and cash flows for
the years ended June 30, 2008 and June 30, 2007 and since inception on May 31,
2006 through June 30, 2008, 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 6
to the financial statements, the Company has an accumulated deficit of $84,895,
which raises substantial doubt about its ability to continue as a going concern.
 Managements plans concerning these matters are also described in Note 6.
 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 August
22, 2008  2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)
253-7499 Fax (702) 253-7501  24     Mariposa
Resources, Ltd.(An Exploration Stage Company)Balance SheetsAs at June
30,    ASSETS
2008
2007Current AssetsCash and
cash equivalents
$
14,705
$
39,525Prepaid
expenses

500

500Total
Current Assets

15,205

40,025TOTAL ASSETS
$
15,205
$
40,025LIABILITIES AND
STOCKHOLDERS EQUITYCurrent
LiabilitiesAccounts
payable and accrued liabilities
$
600
$
2,532Total Liabilities

600

2,532STOCKHOLDERS
EQUITYCapital
Stock(Note 3)Authorized:100,000,000
preferred shares, $0.001 par value100,000,000
common shares, $0.001 par valueIssued and
outstanding shares:4,737,500
common shares

4,738

4,738Additional
paid-in capital

94,762

94,762Deficit
accumulated during the exploration stage

(84,895)

(62,007)Total Stockholders Equity

14,605

37,493TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
$
15,205
$
40,025
        - The accompanying notes
are an integral part of these financial statements -  25         Mariposa Resources, Ltd.(An Exploration Stage Company)Statements of Operations     Cumulativefrom
Inception(May 31, 2006)
toFor the Year Ended
June 30,

June 30,2008

2007

2008Revenue:






$
-
$
-
$
-Operating
Expenses:General
and administrative







3,817

3,511

7,360Mining
expenses (Note 5)







7,700

33,065

40,765Professional fees







11,371

22,744

36,770Total Operating
Expenses







22,888

59,320

84,895Provision
for Income Taxes (Note
4)







-

-

-Net Loss for the
Period






$
(22,888)
$
(59,320)
$
(84,895)Basic and Diluted Loss
perCommon Share






$
(0.005)
$
(0.015)Weighted Average Number ofCommon Shares
Outstanding







4,737,500

4,044,780                  - The accompanying notes
are an integral part of these financial statements -   26        Mariposa
Resources, Ltd.(An Exploration Stage Company)Statements of Stockholders EquityFor the Period
of Inception (May 31, 2006) to June 30, 2008     DeficitAccumulatedAdditional

During theCommon Stock

Paid-in

ExplorationShares
                  Amount

Capital

Stage

TotalInception  May
31, 2006
-
$
-
$
-
$
-
$
-Common
shares issued to a founder at$0.01
cash per share, June 6, 2006
2,000,000

2,000

18,000

-

20,000Loss
for the period
-

-

-

(2,687)

(2,687)Balance  June
30, 2006
2,000,000

2,000

18,000

(2,687)

17,313Common
shares issued to founders at$0.01
cash per share, July 1, 2006
1,000,000

1,000

9,000

-

10,000Common
shares issued for cash at$0.04
per share, December 11, 2006
1,737,500

1,738

67,762

-

69,500Loss
for the year
-

-

-

(59,320)

(59,320)Balance  June
30, 2007
4,737,500

4,738

94,762

(62,007)

37,493Loss
for the year
-

-

-

(22,888)

(22,888)Balance  June
30, 2008
4,737,500
$
4,738
$
94,762
$
(84,895)
$
14,605
                         - The accompanying notes
are an integral part of these financial statements -  27     Mariposa
Resources, Ltd.
(An Exploration Stage Company)Statements
of Cash Flows     CumulativeFrom Inception(May 31, 2006) toFor the Year Ended June 30,
June 30,Cash Resources Provided By (Used In)
2008
2007
2008Operating
ActivitiesNet loss for the period
$
(22,888)
$
(59,320)
$
(84,895)Changes in operating assets and liabilities:Prepaid expenses

-

4,500

(500)Accounts payable and Accrued liabilities

(1,932)

1,032

600Net cash used in operating activities

(24,820)

(53,788)

(84,795)Investing
ActivitiesNet cash provided by (used in) investing
activities

-

-

-Financing
ActivitiesIssuance of common stock for cash

-

79,500

99,500Net cash provided by financing activities

-

79,500

99,500Net
Increase (decrease) in Cash and Cash Equivalents

(24,820)

25,712

14,705Cash and cash equivalent position  beginning of
period

39,525

13,813

-Cash
and Cash Equivalents Position  end of Period
$
14,705
$
39,525
$
14,705
    Supplemental
Cash Flow Disclosure:Cash paid for interest
$
-
$
-
$
-Cash paid for income taxes
$
-
$
-
$
-
             - The accompanying notes
are an integral part of these financial statements -  28      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2008
and 2007    1. Organization  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.    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.  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 $14,705 and $39,525 in cash and cash equivalents at June
30, 2008 and 2007, respectively.  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 reserves.  29      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2008
and 2007     2. Significant
Accounting Policies- Continued  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.  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.    30      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2008
and 2007     2. Significant
Accounting Policies
Continued  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, 2008.  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, 2008, the Company had no items of other comprehensive
income.  Therefore, net loss equals comprehensive loss from inception (May
31, 2006) to June 30, 2008.  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.        31      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2008
and 2007     2. Significant
Accounting Policies Continued  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 May 2008, FASB
issued Financial Accounting Standards No. 163, Accounting for Financial
Guarantee Insurance Contracts  an interpretation of FASB Statement No. 60.
Diversity exists in practice in accounting for financial guarantee insurance
contracts by insurance enterprises under FASB Statement No. 60, Accounting and
Reporting by Insurance Enterprises. That diversity results in inconsistencies in
the recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, Accounting for
Contingencies. This Statement requires that an insurance enterprise recognize a
claim liability prior to an event of default (insured event) when there is
evidence that credit deterioration has occurred in an insured financial
obligation. This Statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements. This Statement is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years.  In May 2008, FASB
issued Financial Accounting Standards No. 162, The Hierarchy of Generally
Accepted Accounting Principles.This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles.  In March 2008,
FASB issued Financial Accounting Standards No. 161, Disclosure about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, do not provide adequate information about how derivative and
hedging activities affect an entitys financial position, financial performance,
and cash flows. Accordingly, this Statement requires enhanced disclosures about
an entitys derivative and hedging activities and thereby improves the
transparency of financial reporting. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008.      32      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2008
and 2007     2. Significant
Accounting Policies Continued  FASB Statements-
Continued:  In
December 2007, FASB issued Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment
of ARB No. 51. This statement amends ARB No. 51 to improve the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards of the portion of equity in a subsidiary not
attributable, directly or indirectly, to a parent.  SFAS 160 is effective
for fiscal years, and interim periods with those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends).  In
December 2007, FASB issued a revision to Financial Accounting Standards No. 141
(revised 2007), Business Combinations. The objective of this
Statement is to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. This Statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.    3. Capital
Stock  Authorized Stock  The
Company has authorized 100,000,000 common shares and 100,000,000 preferred
shares, both 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 stockholders of the corporation is sought.  Share Issuances  Since inception (May 31, 2006), the Company has issued 3,000,000
common shares at $0.01 per share, and 1,737,500 common shares at $0.04 per
share, resulting in total proceeds of $99,500 and 4,737,500 common shares issued
and outstanding at June 30, 2008 and 2007. Of these shares, 3,000,000 were
issued to directors and officers of the Company and 1,737,500 were issued to
unaffiliated investors.  There are no preferred shares outstanding.  The Company has
no stock option plan, warrants or other dilutive securities.   4. Income Taxes  The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under SFAS No. 109 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years.     33      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2008
and 2007     4. Income TaxesContinued  Minimal exploration stage deferred tax assets arising as a result
of net operating loss carryforwards have been offset completely by a valuation
allowance due to the uncertainty of their utilization in future periods.
Operating loss carryforwards generated during the period from May 31, 2006 (date
of inception) through June 30, 2008 of approximately $84,895 will
begin to expire in 2026. Accordingly, deferred tax assets of approximately
$29,000 were offset by the valuation allowance that increased by approximately
$8,000 and $20,000 during the years ended June 30, 2008 and 2007,
respectively.   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 PaymentsUpon signing of the agreement
and transfer of title (paid)
$
5,000On or before July 27, 2007
(paid)

5,000On or before July 27, 2008

8,000On or before July 27,
2009

10,000On or before July 27,
2010

10,000On or before July 27,
2011

15,000$
53,000
  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.  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, 2008, 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       34      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2008
and 2007     6. 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, 2008, the Company has working capital of $14,605
and an accumulated deficit of $84,895.  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.    35       Item 9 Changes In
and Disagreements with Accountants on Accounting and Financial
Disclosure   None.
 Not applicable.   Item
9AT Controls and Procedures  Disclosure
Controls and Procedures  Under the supervision
and with the participation of our management, including our principal executive
officer and the principal financial officer, we have conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this report. Based
on this evaluation, our principal executive officer and principal financial
officer concluded as of the evaluation date that our disclosure controls and
procedures were effective such that the material information required to be
included in our Securities and Exchange Commission reports is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms relating to our company, including any consolidating
subsidiaries, and was made known to us by others within those entities,
particularly during the period when this report was being prepared.  Managements
Annual Report on Internal Control Over Financial Reporting.  The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The internal control process
has been designed, under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the
Companys financial statements for external reporting purposes in accordance
with accounting principles generally accepted in the United States of
America.  Management conducted an assessment of the effectiveness of the
Companys internal control over financial reporting as of June 30, 2008,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring. Based on
this assessment, management has determined that the Companys internal control
over financial reporting as of June 30, 2008 was effective.  Our
internal control over financial reporting includes policies and procedures that
pertain to the maintenance of records that accurately and fairly reflect, in
reasonable detail, transactions and dispositions of assets; and provide
reasonable assurances that: (1) transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States; (2) receipts and expenditures are being
made only in accordance with authorizations of management and the directors of
the Company; and (3) unauthorized acquisitions, use, or disposition of the
Companys assets that could have a material affect on the Companys financial
statements are prevented or timely detected.  All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparations and presentations. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.   36       Changes in
Internal Control Over Financial Reporting.  There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the evaluation date. We have
not identified any significant deficiencies or material weaknesses in our
internal controls, and therefore there were no corrective actions taken.  Item
9B. 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.  PART
III   Item 10.
Directors, Executive Officers, and Corporate Governance.   Directors are elected
by the stockholders to a term of one year and serve until their successor is
elected and qualified.  Officers are elected by the Board of Directors to a
term of one year and serve until their successor is duly elected and qualified,
or until they are removed from office. The Board of Directors has no nominating,
auditing or compensation committees.   The name, address,
age and position of our officers and director is set forth below:  Name and
Address
Age
Position(s)Nanuk Warman
35
President,
Principal Executive Officer, Principal Financial11923 S.W. 37
Terrace

Officer,
Principal Accounting Officer, Treasurer and aMiami, FL
 33175

member of the
Board of DirectorsRossanna
Vivo
35
Secretary and a
member of the Board of Directors11923 S.W. 37
TerraceMiami, FL
 33175  Nanuk Warman has held
his office/position since inception.  Rossanna Vivo has held her
office/position 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
Information about Our 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
December 2006  present, he is serving as a director of Coastline Corporate
Services, Inc., a Florida company that trades on the OTCBB under the symbol of
CCSV.  From June 2008  present, he is serving as the sole officer and
director of Touchstone Mining  37       Limited, a company
that trades on the OTCBB under the symbol of THSM.  From 2000  2004, he
served as president of Neutron Enterprises, Inc., a company that trades on the
OTCBB under the symbol of STKG.  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.  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.  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.   38       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.  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.   Item 11.
 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.  In addition, none of
our officers, directors or employees is party to any employment agreements.  ----------------------------------------------------------------------------------------------------------------------- SUMMARY
COMPENSATION TABLE -----------------------------------------------------------------------------------------------------------------------   SUMMARY COMPENSATION TABLEName and Principal Position
Year
Salary
Bonus
Stock Awards
Option Awards
Non-Equity Incentive Plan Compen-sation
Change in Pension Value and Non-qualified Deferred
Compen-sation Earnings
All Other Compen-sation
TotalNanuk
Warman
2008  39          2007
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Rossanna
Vivo2008
2007
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR
ENDOption Awards
Stock AwardsName
Number of Securities Underlying Unexercised Options (#)
Exercisable
Nuimber of Securities Underlying Unexersied Options (#)
Unexercisable
Equity Incentive Plan Awards; Number of Securities
Underlying Unexercisaed Unearned Options (#)
Option Exercise Price
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not
Vested
Equity Incentive Plan Awards: Number of Unearned Shares,
Units or Other Rights That Have Not Vested
Equity Incentive Plan Awards: Market or Payout Value of
Unearned Shares, Units or Other Rights That Have Not VestedNanuk
Warman
0
0
0
0
0
0
0
0
0Rossanna
Vivo
0
0
0
0
0
0
0
0
0   EXECUTIVE COMPENSATIONName
Fees Earned
or Paid in Cash
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan Compensation
Change in
Pension Value and Nonqualified Deferred Compensation Earnings
All Other
Compensation
TotalNanuk
Warman
0
0
0
0
0
0
0Rossanna
Vivo
0
0
0
0
0
0
0    Item 12 - 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.  Name and
Address
Number of
Percentage ofBeneficial
Ownership
Shares
OwnershipNanuk
Warman
2,500,000
52.8%11923 S.W. 37
Terrace  40        Miami, FL
 33175Rossanna
Vivo
500,000
10.5%11923 S.W. 37
TerraceMiami, FL
 33175All Officers
and Directors
3,000,000
63.3%as a Group (2
people)  The percent of class
is based on 4,737,500 shares of common stock issued and outstanding as of
September 1, 2008.   Item
13  Certain Relationships and Related Transactions, 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. On March 7, 2008, Mr. Warman acquired 500,000 shares from Douglas
Scheving, a former director of the Company, in a private transaction. 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.  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.  As of the date of
this annual report, our common stock is traded on the OTCBB.  The OTCBB
does not impose on us standards relating to director independence or the makeup
of committees with independent directors, or provide definitions of
independence.   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.  2008: $
4,250 2007: $
3,750  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)(f1) of Schedule 14A.  2008: $
0.00 2007: $
0.00   41       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:  2008: $
0.00 Nature
of Services: None (see note below) 2007: $
500.00 Nature
of Services: June 30, 2007 Tax Return  Preparation of the
Companys corporate tax return for the fiscal year ended June 30, 2008 is
currently underway.  All Other
Fees:  2008: $
0.00 2007: $
0.00 (5)
  Our audit committee's pre-approval policies and procedures described
in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit
committee pre-approve all accounting related activities prior to the performance
of any services by any accountant or auditor. (6)   The
percentage of hours expended on the principal accountant's engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full time,
permanent employees was 0%.   PART IV   Item
15  Exhibits, Financial Statement Schedules  The following
exhibits are included with this filing:   Exhibit Number Description  3(i) Articles
of Incorporation (1) 3(ii)  Bylaws
(1) 10 Lease
Agreement (1) 14 Code
of Ethics (2) 31.1 Rule
13a-14(a)/15d-14(a) Certification  31.2 Rule
13a-14(a)/15d-14(a) Certification 32.1 Section
1350 Certification  (1) Filed
with the Securities and Exchange Commission on September 20, 2006 as an exhibit
numbered as indicated above, to the Registrants registration statement on Form
SB-2 (file no. 333-137481 which exhibit is incorporated herein by reference.  (2) Filed
with the Securities and Exchange Commission on September 28, 2007 as an exhibit,
numbered as indicated above, to the Registrants Annual Report on Form 10-KSB,
which exhibit is incorporated herein by reference.    42      Signatures  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.  September
9, 2008  Mariposa
Resources, Ltd.  By: /s/
Nanuk Warman ______________________________ Nanuk
Warman, President (principal executive
officer)   Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates included.  September
9, 2008 By: /s/
Nanuk Warman _______________________________ Nanuk
Warman, President (principal executive
officer), Chief Financial Officer (principal
financial officer), Treasurer, principal
accounting officer and member of the
Board of Directors   September
9, 2008 By: /s/
Rossanna Vivo _______________________________ Rossanna
Vivo, Secretary and member of the
Board of Directors  43