UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C.  20549 FORM 10-K (Mark One) x
ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
Fiscal Year Ended: June 30, 2009 OR o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number:  333-137481 MARIPOSA RESOURCES, LTD.(Exact name of Registrant as specified in its
charter)Nevada

06-1781911(State or other jurisdiction of incorporation or
organization)

(IRS Employer Identification No.)11923 SW 37 Terrace, Miami FL

33175(Address of principal executive offices)

(Postal Code) Registrants telephone number:
 (305) 677-9456 Securities registered under
Section 12(b) of the Act:  None Securities registered under
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 o   No x Indicate by check mark if the
Registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.  Yes x
  No o Indicate by check mark whether
the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes x   No o Indicate by checkmark whether the
Registrant has submitted electronically and posted on its corporate Website, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12
months ( or for such shorter period that the registrant was required to submit
and post such files). Yes o   No x (Not required by smaller reporting
companies) Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.
 x 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 the large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act.   (Check one): Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o Smaller
Reporting Company x (Do
not check if a smaller reporting company) Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes x   No o As of October 7, 2009, there were
47,375,000 shares of the Registrant's common stock, par value $0.001, issued and
outstanding.  Of these, 17,375,000 shares are held by non-affiliates of the
Registrant.  The bid price was $0 as of December 31, 2008 (the end of the
second fiscal quarter), but the market value of securities held by
non-affiliates is $3,475,000, based on the October 7, 2009 closing bid.    DOCUMENTS INCORPORATED BY REFERENCE If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated:  (1) any
annual report to security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933, as amended (Securities Act). Not Applicable.  2


TABLE
OF CONTENTS  CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION 4  PART
I 4  ITEM
1.  DESCRIPTION OF BUSINESS 4 ITEM
1A.  RISK FACTORS 6 ITEM
1B.  UNRESOLVED STAFF COMMENTS 6 ITEM
2.  PROPERTIES 6 ITEM
3.  LEGAL PROCEEDINGS 6 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS 6  PART
II 6  ITEM
5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES6 ITEM
6. SELECTED FINANCIAL DATA 7 ITEM
7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS8 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 9 ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING AND
FINANCIAL DISCLOSURE24 ITEM
9A[T].  CONTROLS AND PROCEDURES 24 ITEM
9B.  OTHER INFORMATION 26  PART
III 26  ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 26 ITEM
11.  EXECUTIVE COMPENSATION 27 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 28 MANAGEMENT
AND RELATED STOCKHOLDER MATTERS 28 ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND 29 DIRECTOR
INDEPENDENCE 29 ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES 30  PART
IV 30  ITEM
15 . EXHIBITS 30 SIGNATURES 32     3       CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION  Except for historical information, this report contains
forward-looking statements.  Such forward-looking statements involve risks
and uncertainties, including, among other things, statements regarding our
business strategy, future revenues, and anticipated costs and expenses.
 Such forward-looking statements include, among others, those statements
including the words expects, anticipates, intends, believes, and similar
language.  Our actual results may differ significantly from those projected
in the forward-looking statements.  Factors that might cause or contribute
to such differences include, but are not limited to, those discussed in the
sections Plan of Operation and Description of Business.  You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this report.  We undertake no obligation to
publicly release any revisions to the forward-looking statements or reflect
events or circumstances taking place after the date of this document.  All references in this Form 10-K to the Company, Mariposa,
we, us, or our are to Mariposa Resources, Ltd.     PART
I      ITEM 1.
 DESCRIPTION OF BUSINESS  We were
incorporated in the State of Nevada on May 31, 2006.  We were formed as an
exploration stage company to be engaged in the search for mineral deposits or
reserves.  We conducted preliminary exploration activities on the MRP
Claims (lode mining claims), in Esmeralda County, Nevada.  We returned
these claims in June 2009.  As of
the date of this filing, we have taken the following steps in the execution of
our original business plan:  In July 2006, we executed a Mineral Claim
Purchase Agreement (the Agreement), with Gold Explorations LLC, an unrelated
third party that holds title to the property.  Under the terms of the
Agreement, we had the right to explore for gold on 400 acres.  The property
is comprised of 20 lode mining claims located in Esmeralda County, Nevada (the
Properties).  Under the terms of the Purchase Agreement, we were
obligated to pay $53,000 for the Claims over a five year period. On June 25,
2009, we cancelled our agreement and returned responsibility of the claims back
to Gold Explorations LLC.  To date, we have paid a total of $51,265 in
mineral exploration costs, consisting of $26,075 in property and maintenance
fees, and $25,190 towards an exploration work program. The work program
consisted of geological mapping and trenching on the Properties and was
completed in April 2007.  We did not discover any economic quantities of
minerals through our trenching program and we do not claim to have any minerals
or reserves whatsoever at this time on any of the Properties.  On
September 25, 2009, the Company entered into an agreement with Beeston
Enterprises Ltd. (Beeston) under which the Company was granted an option to
acquire an undivided 50% interest in eight mineral claims located in the Clinton
Mining District of British Columbia, Canada (the Claims), which Claims total
in excess of 3,900 hectares, in consideration of the issuance of 1,000,000
common shares of the Company to Beeston within six months of the date of signing
of the agreement. The Claims are subject to a two percent net smelter royalty
which can be paid out for the sum of $1,000,000 (CAD).  The Company can
earn an undivided 50% interest in the Claims by carrying out a $50,000 (CAD)
exploration and development program on the Claims on or before September 25,
2010, plus an additional $200,000 (CAD) exploration and development program on
the Claims on or before September 25, 2011.  In the event that the Company
acquires an interest in the Claims, the Company and Beeston have further agreed,
at the request of either party, to negotiate a joint venture agreement for
further exploration and development of the Claims.  4     We
recently decided to redirect our business focus towards identifying and pursuing
options regarding the development of a new business plan and direction.  We
are currently looking for ventures of merit for corporate participation as a
means of enhancing stockholder value.  This may involve sales of our equity
or debt securities in merger or acquisition transactions.  Charter Amendment
to Increase Authorized Capital  On
April 8, 2009, our stockholders and our Board of Directors (the Board)
approved resolutions to amend our Articles of Incorporation (the Amendment)
which Amendment was filed with the Secretary of State of the State of Nevada on
April 8, 2009, to effect an increase in the number of our authorized capital
shares to 600,000,000 shares, of which 500,000,000 shares are designated as
common stock, par value $0.001 per share, and 100,000,000 shares are designated
as preferred stock, par value $0.001 per share. We may issue the shares of
Preferred Stock from time to time in one or more classes or series, each of
which class or series shall have such distinctive designation or title as shall
be fixed by the Board or any committee thereof established by resolution of the
Board pursuant to our Bylaws prior to the issuance of any shares thereof; each
such class or series of Preferred Stock shall have such voting powers, full or
limited, or no voting powers, and such preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issuance of such class or series of Preferred Stock as may be
adopted from time to time by the Board prior to the issuance of any shares
thereof, all in accordance with the laws of the State of Nevada.  The Amendment was
approved by the holders of 63.3% of the issued and outstanding shares of our
voting capital stock.  Forward Stock
Split  By
written consent dated April 8, 2009, our Board approved a 10-for-one (10:1)
forward split of our Common Stock (the Forward Split). The Forward Split was
effective as of the close of business on Wednesday, April 29, 2009 and following
FINRA approval, the market effective date for the Reverse Split was May 6, 2009.
As a result of the Forward Split, every 1 old share of our Common Stock was
converted into 10 new shares of our Common Stock.  FINRA issued a new
symbol, MPOA, under which our Common Stock currently trades.     Patents,
Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts  We
presently utilize no patents, licenses, franchises, concessions, royalty
agreements, or labor contracts in connection with our business.     Research and
Development  During
the fiscal years ended June 30, 2009 and 2008, we made no expenditures on
research and development.     Employees  As of
October 7, 2009, our only employee is our sole executive officer.      5    ITEM
1A.  RISK FACTORS  Not Applicable.    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 use of a 160 square foot office. The office is provided to us
on a rent free basis by our President, Nanuk Warman.    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  Charter Amendment
to Increase Authorized Capital  On
April 8, 2009, our stockholders and our Board of Directors (the Board)
approved resolutions to amend our Articles of Incorporation (the Amendment)
which Amendment was filed with the Secretary of State of the State of Nevada on
April 8, 2009, to effect an increase in the number of our authorized capital
shares to 600,000,000 shares, of which 500,000,000 shares are designated as
common stock, par value $0.001 per share, and 100,000,000 shares are designated
as preferred stock, par value $0.001 per share. We may issue the shares of
Preferred Stock from time to time in one or more classes or series, each of
which class or series shall have such distinctive designation or title as shall
be fixed by the Board or any committee thereof established by resolution of the
Board pursuant to our Bylaws prior to the issuance of any shares thereof; each
such class or series of Preferred Stock shall have such voting powers, full or
limited, or no voting powers, and such preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issuance of such class or series of Preferred Stock as may be
adopted from time to time by the Board prior to the issuance of any shares
thereof, all in accordance with the laws of the State of Nevada.  The Amendment was
approved by the holders of 63.3% of the issued and outstanding shares of our
voting capital stock.      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
MPOA, however there has been little activity in trading market.  Our
common stock has been quoted on the OTCBB since March 5, 2007.   6    The
following table sets forth the high and low closing bid prices for our common
stock for the fiscal quarters indicated as reported on the OTCBB by the National
Association of Securities Dealers Composite Feed or other qualified interdealer
quotation medium. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and do not represent actual transactions.  Quarter
Ended High
Bid Low
Bid  June
30, 2009 $0.27 $0.005 March
31, 2009 $0.005 $0.00 December
31, 2008 $0.005 $0.00 September
30, 2008 $0.005 $0.00 June
30, 2008 $0.005 $0.00 March
31, 2008 $0.005 $0.00 December
31, 2007 $0.005 $0.00 September
30, 2007 $0.005 $0.00     Holders  As of October 1,
2009, we have 47,375,000 Shares of $0.001 par value common stock issued and
outstanding held by 39 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  We have never
declared any cash dividends with respect to our common stock.  Future
payment of dividends is within the discretion of our board of directors and will
depend on our earnings, capital requirements, financial condition, and other
relevant factors.  Although there are no material restrictions limiting, or
that are likely to limit, our ability to pay dividends on our common stock, we
presently intend to retain future earnings, if any, for use in our business and
have no present intention to pay cash dividends on our common stock.  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, 2009.   ITEM
6. SELECTED FINANCIAL DATA Not applicable.   7         ITEM
7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  Results of
Operations  We have generated no
revenues since inception and have incurred $116,519 in expenses through June 30,
2009.  The following table
provides selected financial data about our company for the year ended June 30,
2009, and 2008, respectively.  Balance Sheet Data: 6/30/09 6/30/08  Cash $
      132 $
 14,705 Total
assets $
      132 $
 14,705 Total
liabilities $
 17,151 $
      100 Stockholders'
equity (deficit) $(17,019) $
 14,605  Liquidity and
Capital Resources  The report of our
auditors on our audited financial statements for the fiscal year ended June 30,
2009, contains a going concern qualification as we have suffered losses since
our inception.  We have minimal assets and have achieved no operating
revenues since our inception.  We have depended on loans and sales of
equity securities to conduct operations.  Unless and until we commence
material operations and achieve material revenues, we will remain dependent on
financings to continue our operations.         Plan of Operation  We were
incorporated in the State of Nevada on May 31, 2006.  We were formed to
engage in the search for mineral deposits or reserves.  We conducted
preliminary exploration activities on certain properties in Esmeralda County,
Nevada on which we held certain mining claims.  On September 25, 2009, we
were granted an option to acquire an undivided 50% interest in eight mineral
claims located in the Clinton Mining District of British Columbia, Canada,
representing 3,900 hectares.  We
recently decided to refocus our business strategy towards identifying and
pursuing options regarding the development of a new business plan and direction.
We intend to explore various business opportunities that have the potential to
generate positive revenue, profits and cash flow in order to financially
accommodate the costs of being a publicly held company.  We have
minimal operating costs and expenses at the present time due to our limited
business activities. However, because of our limited cash in the bank, we will
be required to raise additional capital over the next twelve months to meet our
ongoing expenses, including our costs related to the remaining required payments
under the Purchase Agreement, as entered into on September 25, 2009.  Further, we may raise capital in connection with or in
anticipation of possible acquisition transactions. We do not currently engage in
any product research and development and have no plans to do so in the
foreseeable future. We have no present plans to purchase or sell any plant or
significant equipment. We also have no present plans to add employees, although
we may do so in the future if we engage in any merger or acquisition
transactions.       8       ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA        MARIPOSA RESOURCES, LTD.  (An Exploration
Stage Company)  AUDITED FINANCIAL
STATEMENTS  JUNE 30, 2009 and
2008        9          MARIPOSA RESOURCES, LTD. (An Exploration Stage Company)  INDEX
TO AUDITED FINANCIAL STATEMENTS  JUNE
30, 2009 and 2008   Page  Report
of Independent Registered Public Accounting Firm 11  Balance
Sheets as of June 30, 2009 and 2008 12   Statements of
Operations for the years ended June 30, 2009 and 2008, and cumulative
from inception (May 31, 2006) to June 30, 2009 (unaudited) 13    Statement of Changes
in Stockholders' Equity for the period of May 31, 2006 (inception) to
June 30, 2009 (unaudited) 14   Statements of Cash
Flows for the years ended June 30, 2009 and 2008, and cumulative
from inception (May 31, 2006) to June 30, 2009 (unaudited) 15    Notes
to Audited Financial Statements 16          10        [mariposa10kjun09final001.jpg]  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To
the Board of Directors and Stockholders Mariposa
Resources, Ltd.  We have audited the accompanying balance sheets of Mariposa
Resources, Ltd. (an exploration stage company) (the Company) as of June 30, 2009
and 2008, and the related statements of operations, changes in stockholders
equity (deficit), and cash flows for the years then ended.  These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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. as of June 30, 2009 and 2008, and the results of its operations and cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in financial
statement Note 7, Going Concern and Liquidity Considerations, the Company has
incurred losses since inception, and has not engaged in any profitable
operations.  This raises substantial doubt about the Companys ability to
meet its obligations and to continue as a going concern. Managements plans in
regard to this matter are described in Note 7.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.  /s/
Child, Van Wagoner & Bradshaw, PLLC Child,
Van Wagoner & Bradshaw, PLLC Salt
Lake City, Utah October
7, 2009    11        Mariposa
Resources, Ltd.(An Exploration Stage Company)Balance SheetsAs of June
30,    ASSETS
2009
2008Current AssetsCash and
cash equivalents
$
132
$
14,705Total
Current Assets

132

14,705TOTAL ASSETS
$
132
$
14,705LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)Current
LiabilitiesAccounts
payable and accrued liabilities
$
3,484
$
100Due
to related party (Note
6)

13,667

-Total
Current Liabilities

17,151

100Total Liabilities

17,151

100STOCKHOLDERS EQUITY
(DEFICIT)Capital
Stock(Note 3)Authorized:100,000,000
preferred shares, $0.001 par value500,000,000
common shares, $0.001 par valueIssued and
outstanding:47,375,000
common shares

47,375

47,375Additional
paid-in capital

52,125

52,125Deficit
accumulated during the exploration stage

(116,519)

(84,895)Total Stockholders Equity
(Deficit)

(17,019)

14,605TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)
$
132
$
14,705
       - The accompanying notes
are an integral part of these financial statements -  12        Mariposa Resources, Ltd.(An Exploration Stage Company)Statements of Operations   Cumulativefrom
Inception(May 31, 2006)
toYear Ended June
30,

June 30,2009

2008

2009(Unaudited)Revenue:






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







2,193

3,817

9,553Mining
expenses (Note 5)







10,500

7,700

51,265Professional fees







18,931

11,371

55,701Total Operating
Expenses







31,624

22,888

116,519Provision
for Income Taxes (Note
4)







-

-

-Net Loss for the
Period






$
(31,624)
$
(22,888)
$
(116,519)Basic and Diluted Loss
perCommon Share






$
(0.00)
$
(0.00)Weighted Average Number ofCommon Shares
Outstanding







47,375,000

47,375,000                            - The accompanying notes
are an integral part of these financial statements -   13        Mariposa
Resources, Ltd.(An Exploration Stage Company)Statement of Changes in Stockholders Equity
(Deficit)For the Period
of Inception (May 31, 2006) to June 30, 2009     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
20,000,000

20,000

-

-

20,000Loss
for the period (Unaudited)
-

-

-

(2,687)

(2,687)Balance  June
30, 2006 (Unaudited)
20,000,000

20,000

-

(2,687)

17,313Common
shares issued to founders at$0.01
cash per share, July 1, 2006
10,000,000

10,000

-

-

10,000Common
shares issued for cash at$0.04
per share, December 11, 2006
17,375,000

17,375

52,125

-

69,500Loss
for the year (Unaudited)
-

-

-

(59,320)

(59,320)Balance  June
30, 2007 (Unaudited)
47,375,000

47,375

52,125

(62,007)

37,493Loss
for the year
-

-

-

(22,888)

(22,888)Balance  June
30, 2008
47,375,000

47,375

52,125

(84,895)

14,605Loss
for the year
-

-

-

(31,624)

(31,624)Balance  June
30, 2009
47,375,000
$
47,375
$
52,125
$
(116,519)
$
(17,019)
                      - The accompanying notes
are an integral part of these financial statements   14     Mariposa
Resources, Ltd.
(An Exploration Stage Company)Statements
of Cash Flows     CumulativeFrom Inception(May 31, 2006) toYear Ended June 30,
June 30,Cash Resources Provided By (Used In)
2009
2008
2009(Unaudited)Operating
ActivitiesNet loss for the period
$
(31,624)
$
(22,888)
$
(116,519)Changes in operating assets and liabilities:Accounts payable and accrued liabilities

3,384

(1,932)

3,484Net
cash used in operating activities

(28,240)

(24,820)

(113,035)Investing
ActivitiesNet
cash provided by (used in) investing activities

-

-

-Financing
ActivitiesAdvance from related party

13,667

-

13,667Issuance of common stock for cash

-

-

99,500Net cash provided by financing activities

13,667

-

113,167Net
Increase (decrease) in Cash and Cash Equivalents

(14,573)

(24,820)

132Cash and cash equivalent position  beginning of
period

14,705

39,525

-Cash
and Cash Equivalents Position  End of Period
$
132
$
14,705
$
132
   Supplemental
Cash Flow Disclosure:Cash paid for interest
$
-
$
-
$
-Cash paid for income taxes
$
-
$
-
$
-
             - The accompanying notes
are an integral part of these financial statements -  15      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008   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.  Prior to
June 25, 2009, the Company had the right to conduct exploration work on 20
mineral mining claims in Esmeralda County, Nevada, U.S.A. On July 31, 2009, the
Company acquired an option to enter into a joint venture for the management and
ownership of the Jack Creek Project, a mining project located in Elko County,
Nevada. On September 25, 2009, the joint venture was terminated and the Company
entered into an agreement with Beeston Enterprises Ltd., under which the Company
was granted an option to acquire an undivided 50% interest in eight mineral
claims located in the Clinton Mining District of British Columbia, Canada (see
Note 8).  To date, the Companys activities have been limited to its
formation, the raising of equity capital and its mining exploration work
program.  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 $132 and $14,705 in cash and cash equivalents at June 30,
2009 and 2008, respectively.  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.  16      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008   2. Significant
Accounting Policies- Continued  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.  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.  Net Income or (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 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, 2009.        17      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008   2. Significant
Accounting Policies
Continued  Comprehensive Income (Loss)  SFAS No. 130,Reporting Comprehensive Income,establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements.  From inception (May
31, 2006) to June 30, 2009, the Company had no items of other comprehensive
income.  Therefore, net loss equals comprehensive loss from inception (May
31, 2006) to June 30, 2009.  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 not, and 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
June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally Accepted Accounting
Principlesa replacement of FASB Statement No. 162.  FASB Statement
No. 162, The Hierarchy of Generally Accepted Accounting Principles,
which became effective on November 13, 2008, identified the sources of
accounting principles and the framework for selecting the principles used in
preparing the financial statements of nongovernmental entities that are
presented in conformity with GAAP. Statement 162 arranged these sources of GAAP
in a hierarchy for users to apply accordingly. Once the Codification is in
effect, all of its content will carry the same level of authority, effectively
superseding Statement 162. In other words, the GAAP hierarchy will be modified
to include only two levels of GAAP: authoritative and nonauthoritative. As a
result, this Statement replaces Statement 162 to indicate this change to the
GAAP hierarchy.  This Statement is effective for financial statements
issued for interim and annual periods ending after September 15, 2009.  18      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008    2. Significant
Accounting Policies Continued  FASB
Statements- Continued:  In
June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R).This Statement is to improve financial reporting by
enterprises involved with variable interest entities. The Board undertook this
project to address (1) the effects on certain provisions of FASB Interpretation
No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying special-purpose
entity concept in FASB Statement No. 166, Accounting for Transfers of
Financial Assets, and (2) constituent concerns about the application of
certain key provisions of Interpretation 46(R), including those in which the
accounting and disclosures under the Interpretation do not always provide timely
and useful information about an enterprises involvement in a variable interest
entity. This Statement shall be effective as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter.  Earlier application is
prohibited. In June 2009, the
FASB issued SFAS No. 166, Accounting for Transfers of Financial Assetsan
amendment of FASB Statement No. 140. This Statement is to improve the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferors continuing involvement, if any,
in transferred financial assets.   The Board undertook this project to
address (1) practices that have developed since the issuance of FASB Statement
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, that are not consistent with the original
intent and key requirements of that Statement and (2) concerns of financial
statement users that many of the financial assets (and related obligations) that
have been derecognized should continue to be reported in the financial
statements of transferors.  This Statement must be applied as of the
beginning of each reporting entitys first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. Earlier
application is prohibited.   This Statement must be applied to
transfers occurring on or after the effective date.  In May 2009, the
FASB issued SFAS No. 165, Subsequent Events.  The objective of
this Statement is to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In particular,
this Statement sets forth: (1) The period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements. (2) The circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its financial
statements. (3) The disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. In accordance with this
Statement, an entity should apply the requirements to interim or annual
financial periods ending after June 15, 2009.  In
May 2008, the FASB issued SFAS 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 SFAS No. 5, Accounting for
Contingencies.   19      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008    2. Significant
Accounting Policies Continued  FASB
Statements- Continued:  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
March 2008, the FASB issued SFAS 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 SFAS 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, the FASB issued SFAS 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 No. 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, the FASB issued a revision to SFAS 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  At
inception, the Company 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.  20      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008    3. Capital
Stock -Continued  Effective April 8, 2009, the Company increased the number of
authorized shares to 600,000,000 shares, of which 500,000,000 shares are
designated as common stock par value $0.001 per share, and 100,000,000 shares
are designated as preferred stock, par value $0.001 per share.  Share Issuances  Effective April 30, 2009, the Company effected a 10 for 1 forward
split of its common stock, under which each stockholder of record on that date
received ten (10) new shares of the Corporations $0.001 par value stock for
every one (1) old share outstanding.  Since its inception (May 31, 2006), the Company has issued shares
of its common stock as follows, retroactively adjusted to give effect to the 10
for 1 forward split:        Price PerDate
Description
Shares
Share
Amount06/06/06
Shares issued for cash
20,000,000
$ 0.001
$
 20,00007/01/06
Shares issued for cash
10,000,000
0.001
10,00012/11/06
Shares issued for cash
17,375,000
0.004
69,50006/30/09
Cumulative Totals
47,375,000

$
 99,500  Of
these shares, 30,000,000 were issued to directors and officers of the Company
and 17,375,000 were issued to independent investors.  There are no preferred shares outstanding.  The Company has
no stock option plan, warrants or other dilutive securities.   4. Provision for 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.  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, 2009 of approximately $116,519 will
begin to expire in 2026. Accordingly, deferred tax assets of approximately
$40,500 were offset by the valuation allowance that increased by approximately
$11,500 and $8,000 during the years ended June 30, 2009 and 2008, respectively. The Company adopted the provisions of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes,on July 1, 2007.  As a
result of the implementation of Interpretation No. 48, the Company recognized
approximately no increase in the liability for unrecognized tax benefits.  21      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008     4. Provision for Income Taxes Continued  The
Company has no tax position at June 30, 2009 or 2008 for which the ultimate
deductibility is highly certain but for which there is uncertainty about the
timing of such deductibility. The Company recognizes interest accrued related to
unrecognized tax benefits in interest expense and penalties in operating
expenses. No such interest or penalties were recognized during the periods
presented. The Company had no accruals for interest and penalties at June 30,
2009 or 2008. The Companys utilization of any net operating loss carry forward
may be unlikely as a result of its intended exploration stage activities.   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
(paid)

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
  As
of June 25, 2009, the Company cancelled its agreement with Gold Explorations,
LLC. The Company was 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 25, 2009, the Company met these
obligations and no further payments are required.   6. Due to Related Party  As
of June 30, 2009 and 2008, the Company was obligated to a director, who is also
an officer and stockholder, for a non-interest bearing demand loan with a
balance of $13,667 and $0, respectively.  The Company plans to pay the loan
back as cash flows become available.  Interest has not been imputed on
these advances due to its immaterial impact on the financial statements.         22      Mariposa
Resources, Ltd.
(An Exploration Stage Company)Notes
to Audited Financial StatementsJune 30, 2009 and
2008      7. 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, 2009, the Company had a working capital deficiency of
$17,019 and an accumulated deficit of $116,519.  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.   8. Subsequent Events  On
July 31, 2009, the Company entered into an Option to Enter Into a Joint Venture
Agreement (the Agreement).  Under the terms of the Agreement, upon
meeting its obligations under the Agreement, Mariposa will have the right to
enter into a Joint Venture Agreement with USA Uranium (USAU), for the
management and ownership of the Jack Creek Project, a mining project located in
Elko County, Nevada.  The Company would earn an undivided 50% interest of
the Project.  As of September 25, 2009, the Company has decided not to
continue with this project.  No further actions will be taken regarding the
Jack Creek Project, located in Elko County, Nevada.  On
September 25, 2009, the Company entered into an agreement with Beeston
Enterprises, Ltd. (Beeston) under which the Company was granted an option to
acquire an undivided 50% interest in eight mineral claims located in the Clinton
Mining District of British Columbia, Canada (the Claims), which Claims total
in excess of 3,900 hectares, in consideration of the issuance of 1,000,000
common shares of the Company to Beeston within six months of the date of signing
of the agreement. The Claims are subject to a two percent net smelter royalty
which can be paid out for the sum of $1,000,000 (CAD).  The Company can
earn an undivided 50% interest in the Claims by carrying out a $50,000 (CAD)
exploration and development program on the Claims on or before September 25,
2010, plus an additional $200,000 (CAD) exploration and development program on
the Claims on or before September 25, 2011.  In the event that the Company
acquires an interest in the Claims, the Company and Beeston have further agreed,
at the request of either party, to negotiate a joint venture agreement for
further exploration and development of the Claims.  The
Company has evaluated subsequent events from the balance sheet date through
October 7, 2009 and determined there are no other events that require
disclosure.         23      ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE        On August 6, 2009,
the Company received notice from Moore & Associates, Chartered (Moore)
announcing their resignation effective August 6, 2009.  Furthermore, the
Company has been advised that the PCAOB revoked the registration of Moore on
August 27, 2009, because of violations of PCAOB rules and auditing standards in
auditing the financial statements, PCAOB rules and quality controls standards,
and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, and noncooperation with a Board investigation.  The report of Moore
on the Companys financial statements for the years ended June 30, 2008 and
2007, and the quarters ended September 30, 2008, December 31, 2008, and March
31, 2009, did not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that such reports on our financial statements contained an
explanatory paragraph with respect to uncertainty as to the Companys ability to
continue as a going concern.  For the years ended
June 30, 2009 and 2008, and through the date of this Form 10-K, there have been
no disagreements with Moore on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to Moores satisfaction would have caused them to
make reference to the subject matter of the disagreement in connection with
their reports. For the years ended June 30, 2009 and 2008, and through the date
of this Form 10-K, there were no reportable events as that term is
described in Item 304(a)(1)(v) of Regulation S-K.  On August 6, 2009,
the Board of Directors appointed Seale & Beers, CPAs as Mariposas
independent auditors for the 2009 fiscal year, replacing Moore.  On September 2, 2009,
the Company received notice from Seale & Beers announcing its resignation
effective August 31, 2009.  Seale & Beers did not perform any audit
work, or issue any reports or opinions on our behalf.   However, Seale
& Beers informed the Company that they are concerned about the appearance of
independence.  From the date of
appointment, August 6, 2009, and through the date of this Form 10-K, there have
been no disagreements with Seale & Beers on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements if not resolved to Seale & Beers
satisfaction would have caused them to make reference to the subject matter of
the disagreement in connection with their reports. From the date of appointment
through the date of this Form 8-K, there were no reportable events as
that term is described in Item 304(a)(1)(v) of Regulation S-K.      ITEM
9A[T].  CONTROLS AND PROCEDURES    Evaluation of Our Disclosure Controls    Under the supervision
and with the participation of our senior management, including our chief
executive officer and chief financial officer, Nanuk Warman, we 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 amended (the Exchange Act), as of the end
of the period covered by this annual report (the Evaluation Date).  Based
on this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were effective such that the information relating to us required to be disclosed
in our Securities and Exchange Commission (SEC) reports (i) is recorded,
processed, summarized, and  24      reported within the
time periods specified in SEC rules and forms, and (ii) is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.    Managements
Report on Internal Control over Financial Reporting    Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is designed
to provide reasonable assurances regarding the reliability of financial
reporting and the preparation of our financial statements in accordance with
U.S. generally accepted accounting principles, or GAAP. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. 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 or compliance with the policies or
procedures may deteriorate.    With the
participation of Nanuk Warman, our Chief Executive and Financial Officer, our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting as of June 30, 2009, based on the framework in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO"). Based on our evaluation, management
concluded that we did maintain effective internal control over financial
reporting as of June 30, 2009, based on the COSO framework criteria.    This annual report
does not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting.  Managements report
was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit us to
provide only managements report in this annual report.    Limitations on
Effectiveness of Controls and Procedures    Our management,
including Nanuk Warman, our Chief Executive and Financial Officer, does not
expect that our disclosure controls and procedures or our internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include,
but are not limited to, the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.    Changes in
Internal Control Over Financial Reporting    There have been no
changes in our internal control over financial reporting that occurred during
the quarter ended June 30, 2009, that have materially affected or are reasonably
likely to materially affect our internal control over financial reporting.      25      ITEM 9B.
 OTHER INFORMATION  Not applicable.      PART
III   ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Executive
Officers, Directors and Key Employees  Directors serve until
the next annual meeting of the stockholders; until their successors are elected
or appointed and qualified, or until their prior resignation or removal.
 Officers serve for such terms as determined by our board of directors.
 Each officer holds office until such officers successor is elected or
appointed and qualified or until such officers earlier resignation or removal.
 No family relationships exist between any of our present directors and
officers.  The following table
sets forth certain information, as of October 7, 2009, with respect to our
directors and executive officers.  Name
Positions
Held
Age
Date of Election
or Appointment as DirectorNanuk Warman
Chief Executive and Financial
Officer, President, Secretary, Treasurer, and Director
37
May 31,
2006  Certain biographical
information of our director and officer is set forth below.  Nanuk
Warman  Nanuk Warman has
served as our President, Chief Executive and Financial Officer, Treasurer, and
Director since May 31, 2006 and also as our Secretary since May 29, 2009.
 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 is quoted
on the OTCBB under the symbol CCSV.  From June 2008  present, he is
serving as the President, Chief Financial Officer, Secretary, Treasurer, and
director of Touchstone Mining Limited, a Nevada company that is quoted on the
OTCBB under the symbol THSM.  Employment
Agreements  None.  Term of
Office  Our directors are
appointed for a period of one year or until such time as their replacements have
been elected by our stockholders.  The officers of the Company are
appointed by our board of directors and hold office until their resignation or
removal.   26      Audit
Committee  We do not have a
standing audit committee, an audit committee financial expert, or any committee
or person performing a similar function.  We currently have limited working
capital and no revenues.  Management does not believe that it would be in
our best interests at this time to retain independent directors to sit on an
audit committee.  If we are able to raise sufficient financing in the
future, then we will likely seek out and retain independent directors and form
an audit, compensation committee, and other applicable committees.  Board of Directors  Our only director is
our sole executive officer.  He is not an independent director.  We do
not pay him for attending board meetings.  He is reimbursed, however, for
his expenses, if any, for attendance at meetings of the Board of Directors.
 Our Board of Directors may designate from among its members an executive
committee and one or more other committees but has not done so to date.  We
do not have a nominating committee or a nominating committee charter.
 Further, we do not have a policy with regard to the consideration of any
director candidates recommended by security holders.  To date this has not
been a problem, as no security holders have made any such recommendations.
 Our sole director performs all functions that would otherwise be performed
by committees.  Given the present size of our board, it is not practical
for us to have committees.  If we are able to grow our business and
increase our operations, we intend to expand the size of our board and allocate
responsibilities accordingly.    Compliance with
Section 16(a) of the Exchange Act  Our common stock is
not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the Exchange Act).  Accordingly, our officers, directors, and
principal stockholders are not subject to the beneficial ownership reporting
requirements of Section 16(a) of the Exchange Act.  Code of Ethics  In 2007, we adopted a
Code of Ethics that applies to all of our employees.  A copy of our Code of
Ethics will be provided to any person requesting same without charge.  To
request a copy of our Code of Ethics, please make written request to our
President c/o Mariposa Resources, Ltd. at 11923 SW 37 Terrace, Miami, FL
33175.   ITEM
11.  EXECUTIVE COMPENSATION  The following table
sets forth information concerning the total compensation paid or accrued by us
during the two fiscal years ended June 30, 2009 and 2008 to (i) all individuals
that served as our principal executive officer or acted in a similar capacity
for us at any time during the fiscal year ended June 30, 2009; (ii) all
individuals that served as our principal financial officer or acted in a similar
capacity for us at any time during the fiscal year ended June 30, 2009; and
(iii) all individuals that served as executive officers of ours at any time
during the fiscal year ended June 30, 2009 that received annual compensation
during the fiscal year ended June 30, 2009 in excess of $100,000.           27      Summary Compensation Table  Name 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 ($)

Total ($)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)Nanuk
Warman,
Chief Executive
and Financial Officer

2009
2008

0
0

0
0

0
0

0
0

0
0

0
0

0
0

0
0  We have not issued
any stock options or maintained any stock option or other incentive plans since
our inception. We have no plans in place and have never maintained any plans
that provide for the payment of retirement benefits or benefits that will be
paid primarily following retirement including, but not limited to, tax qualified
deferred benefit plans, supplemental executive retirement plans, tax-qualified
deferred contribution plans and nonqualified deferred contribution plans.
Similarly, we have no contracts, agreements, plans or arrangements, whether
written or unwritten, that provide for payments to the named executive officers
or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officers responsibilities
following a change in control.  Compensation of
Directors  None of our directors
receive any compensation for serving as such, for serving on committees of the
board of directors or for special assignments. During the fiscal year ended June
30, 2009, there were no other arrangements between us and our directors that
resulted in our making payments to any of our directors for any services
provided to us by them as directors.   ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  The following table
sets forth information with respect to the beneficial ownership of our common
stock known by us as of October 7, 2009 by:  · each
person or entity known by us to be the beneficial owner of more than 5% of our
common stock;  · each
of our directors;  · each
of our executive officers; and  · all
of our directors and executive officers as a group.  The percentages in
the table have been calculated on the basis of treating as outstanding for a
particular person, all shares of our common stock outstanding on such date and
all shares of our common stock issuable to such holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by such
person at said date which are exercisable within 60 days of October 1, 2009.
 Except as otherwise indicated, the persons listed below have sole voting
and investment power with  28      respect to all shares
of our common stock owned by them, except to the extent such power may be shared
with a spouse.  Name and Address of Beneficial Owner

Title of Class

Amount and Nature of Beneficial
Ownership(1)

Percentage of Class(2)Nanuk Warman
(3)

Common Stock,
par value $0.001 per share

25,000,000
Shares (Direct)

52.8%All officers
and directors as a group (1 person)

Common Stock,
par value $0.001 per share

25,000,000
Shares (Direct)

52.8%Rossanna
Vivo(4)

Common Stock,
par value $0.001 per share

5,000,000
Shares (Direct)

10.6% (1) As
used herein, the term beneficial ownership with respect to a security is defined
by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or
shared voting power (including the power to vote or direct the vote) and/or sole
or shared investment power (including the power to dispose or direct the
disposition of) with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to acquire such
power(s) during the next 60 days.  Unless otherwise noted, beneficial
ownership consists of sole ownership, voting and investment rights.  (2) There
were 47,375,000 shares of common stock issued and outstanding on October 7,
2009.  (3) The
address for Mr. Warman is 11923 SW 37 Terrace, Miami, Florida 33175.  (4) Ms.
Rossanna Vivo, was a former Secretary and Director of the Company.  The
address for Ms. Vivo is 11923 SW 37 Terrace, Miami, Florida 33175.  Securities
Authorized for Issuance Under Equity Compensation Plans  We have not adopted
any equity compensation plans since our inception.   ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  On June 6, 2006,
Nanuk Warman, our president, acquired 20,000,000 shares of our common stock, for
cash proceeds of $20,000.  On July 1, 2006, Rossanna Vivo and Douglas
Scheving acquired 5,000,000 shares each of our common stock, for cash proceeds
of $5,000 each. On March 7, 2008, Mr. Warman acquired 5,000,000 shares from
Douglas Scheving, a former director of the Company, in a private transaction.
The 30,000,000 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.   29      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-Q or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for those
fiscal years.  2009: $
7,000 2008: $
4,250  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 2007: $
0  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:  2009: $
0 Nature
of Services: None (see note below) 2008: $
500 Nature
of Services: June 30, 2008 Tax Return  Preparation of the
Companys corporate tax return for the fiscal year ended June 30, 2009 is
currently underway.  All Other
Fees:  2008: $
0 2007: $
0 (1)
  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. (2)   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  The following
exhibits are included with this filing:     Exhibit Number Description   30      3(i) Articles
of Incorporation (1) 3(ii)  Bylaws
(1) 10 Lease
Agreement (1) 14 Code
of Ethics (2) 21 List
of Subsidiaries(3) 31.1/31.2 Rule
13a-14(a)/15d-14(a) Certification (3) 32.1/32.2 Section
1350 Certification (3)  (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.  (3) Filed
Herewith     31      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.  October
9, 2009  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.  October
9, 2009 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  32