---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 20  F/AAmendment No. 1

|  |  | Registration Statement pursuant to
      Section 12(b) or 12)(g) of the Securities Exchange Act of 1934
|- |  | -------------------------------------------------------------------------------------------------------
|  |  | Or                                                                                                     
|X |  | Annual Report pursuant to Section 13
      or 15(d) of the Securities Exchange Act of 1934             
|  |  | For the fiscal year ended **June 30,
      2007**                                                      
|  |  | Or                                                                                                     
|  |  | Transaction Report pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of 1934        
|  |  | For the transition period from
      _____________ to ______________                                   
|  |  | Or                                                                                                     
|  |  | Shell company report pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of 1934      
|  |  | Date of event requiring this shell
      company report ______________                                 

Commission file number000-51236

DEVONSHIRE RESOURCES
LTD.(formerly Ripple Lake Diamonds Inc.)
(Exact name of registrant as specified in its charter)

British Columbia, Canada(Jurisdiction of
incorporation or organization)

#1500, 701 West Georgia Street Vancouver, British
Columbia, V7Y 1C6(Address of principal executive offices)

|Securities to be registered pursuant to section 12 (b) of
      the Act: | None                       
|------------------------------------------------------------------------ | ---------------------------
|                                                                         |                            
|Securities to be registered pursuant to section 12(g) of
      the Act:  | Common Shares, no par value
|                                                                         | (Title of Class)           

Securities for which there is a reporting obligation pursuant to
section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the
Companys classes of capital or common stock as of the close of the period
covered by the annual report.

|Title of Each
      Class   | Outstanding at June 30, 2007 | 
|--------------------------- | ---------------------------- | 
|                            |                              | 
|Common Shares, no par value | 3,651,568                    | 

-1-

---

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

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

[X]Yes [ ] 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.

[ ] Yes **[X]** No

Indicate by check mark whether the registrant is a large
accelerated file, an accelerated filer, or a non-accelerated filer.

Large accelerated filer [ ]            Accelerated filer [
]           Non-accelerated filer **[X]**

Indicate by check mark which financial statement item the
registrant has elected to follow.

**[X]**Item 17 [ ] Item 18

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes **[X]** No

-2-

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EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 20-F/A to our Annual
Report on Form 20-F for the fiscal year ended June 30, 2007, which was
originally filed with the Securities and Exchange Commission on January 2, 2008,
to amend select information under Item 3 and to amend the audited financial
statements for the year ended June 20, 2007.

Under Item 3 the section entitled Selected Financial Data has
been deleted in it entirety and has been replaced with amended information to
provide additional financial date for the fiscal years ended June 30, 2004 and
June 30, 2005.

The financial statements have been amended to:

- include the audit reports for the fiscal years ended June 30, 2005 and June
  30, 2004;
- clarify that the cumulative activity from the date of inception of February
  6, 2004 through June 30, 2007 is unaudited;
- include additional disclosure under Note 1 and Note 7 regarding a
  retroactive adjustment to reflect the consolidation of our share capital on
  the basis of one new common share for every ten existing common shares
  outstanding, which decreases our issued and outstanding share capital from
  36,515,682 common shares to 3,651,568 common shares, which consolidation took
  place subsequent to our year ended June 30, 2007 on August 16, 2007;
- include a new Note 15 which states that the financial statements for each
  of the years ended June 30, 2007 and June 30, 2006 and for the period from the
  date of inception on February 6, 2004 through June 30, 2007 have been restated
  to retroactively reflect the consolidation of our share capital;
- include additional disclosure in Note 14 to clarify the difference in cash
  and cash equivalents under U.S. GAAP compared to Canadian GAAP to indicate
  that under U.S. GAAP, proceeds from the sale of flow- through shares are
  classified as restricted cash until the expenditure actually occurs.
  Accordingly, cash of $350,000 would be classified as restricted under U.S.
  GAAP;

This Amendment does not reflect events that have occurred after
the January 2, 2008 filing date of the Annual Report on Form 20-F, or modify or
update the disclosures presented in the original Form 20-F, except to reflect
the amendments described above.

ITEM 3. KEY INFORMATION

Selected Financial Data

The summary financial information set forth below should be
read in conjunction with, and is qualified in its entirety by reference to, our
financial statements as of and for the years ended June 30, 2007, June 30, 2006,
June 30, 2005 and June 30, 2004together with the notes thereto, which appear
elsewhere in this annual report. Our financial statements as of and for the year
ended June 30, 2007 have been audited by James Stafford, Inc., Chartered
Accountants. Our financial statements as of and for the years ended June 30,
2006 and June 30, 2005 have been audited Amisano Hanson, Chartered Accountants
(now merged with BDO Dunwoody LLP, Chartered Accountants). Our financial
statements as of and for the year ended June 30, 2004 have been audited by Grant
Thornton LLP, Chartered Accountants.

Our financial statements are presented in Canadian dollars and
have been prepared in accordance with generally accepted accounting principles
in Canada. Our financial statements presented in this registration statement
have been reconciled to generally accepted accounting principals in the United
States of America ("U.S. GAAP").

-3-

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The selected financial data set forth in the following tables
is expressed in Canadian dollars (Cdn$).

|                             |   |               |  |   | Fiscal years ended |  |   |               | 
|---------------------------- | - | ------------- |  | - | ------------------ |  | - | ------------- | 
|                             |   | June 30, 2007 |  |   | June 30, 2006      |  |   | June 30, 2005 | 
|Revenues (Interest Income)   | $ | 3,745         |  | $ | 1,990              |  | $ | 2,256         | 
|Net Loss                     |   | 288,041       |  |   | 467,636            |  |   | 921,040       | 
|Deficit, beginning of period |   | 1,406,977     |  |   | 939,341            |  |   | 18,301        | 
|Deficit, end of period       |   | 1,695,018     |  |   | 1,406,977          |  |   | 939,341       | 
|Loss per share               |   | 0.08          |  |   | 0.17               |  |   | 0.50          | 

|1. | Diluted loss per share has not been presented as the
      effect on basic loss per share would be anti-dilutive.                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Under United States GAAP, all mineral exploration and
      development expenditures are expensed in the year incurred in an
      exploration stage company until there is substantial evidence that a
      commercial body of ore has been located. The amounts in the table are
      expressed under Canadian GAAP, which allows resource exploration and
      development property expenditures to be deferred during this
    process.

The weighted average outstanding shares used to calculate
income (loss) per share for the following fiscal periods are: 3,634,790 for the
year ended June 30, 2007; 2,678,381 for the year ended June 30, 2006; 1,853,930
for the year ended June 30, 2005; and 961,520 for the year ended June 30,
2004.

To date, we have not generated any cash flow from our
activities to fund ongoing activities and cash commitments. We have financed our
operations principally through the sale of our equity securities. We believe we
have sufficient financial resources to fund our ongoing overhead expenses for
the next six months. In the future, we may need to raise additional capital
through the sale of our equity securities to fund further exploration
activities. See "Item 5. Operating and Financial Review and Prospects -
Liquidity and Capital Resources." We may not be able to raise the necessary
funds, if any, and may not be able to raise such funds at terms which are
acceptable to us. In the event we are unable to raise adequate finances to fund
the proposed activities, we will need to reassess our alternatives and may have
to abandon one or more of our property interests as a result.

Balance Sheet Information

|                               |   |               |   |   | Fiscal years ended |  |   |               |  
|------------------------------ | - | ------------- | - | - | ------------------ |  | - | ------------- | -
|                               |   | June 30, 2007 |   |   | June 30, 2006      |  |   | June 30, 2005 |  
|Current Assets                 | $ | 103,475       |   | $ | 387,622            |  | $ | 388,407       |  
|Mineral Exploration Properties |   | 5,002,997     |   |   | 4,881,420          |  |   | 3,185,400     |  
|Total Assets                   |   | 5,106,472     |   |   | 5,269,042          |  |   | 3,575,080     |  
|Current/Total Liabilities      |   | 125,433       |   |   | 47,962             |  |   | 482,778       |  
|Net Working Capital (Deficit)  |   | (21,958       | ) |   | 339,660            |  |   | (94,371       | )
|Shareholders Equity            |   | 4,981,039     |   |   | 5,221,080          |  |   | 3,092,302     |  

The above financial information is presented in accordance with
  Canadian GAAP, which are different in some respects from US GAAP. The effect
  of these differences on our financial performance is summarized in the following
  table.

-4-

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Reconciliation of total assets, liabilities, and shareholder equity to
  U.S. GAAP:

|                                                        |  | 2007       |   |  | 2006       |   |  | 2005       |   |  | 2004     |  
|------------------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ---------- | - |  | -------- | -
|                                                        |  | $          |   |  | $          |   |  | $          |   |  | $        |  
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Total assets under Canadian GAAP                        |  | 5,106,472  |   |  | 5,269,042  |   |  | 3,575,080  |   |  | 838,113  |  
|Adjustments                                             |  |            |   |  |            |   |  |            |   |  | (297,500 | )
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Expenses of advances for future exploration costs       |  | -          |   |  | -          |   |  | -          |   |  | (28,500  | )
|Expense of mineral exploration properties costs         |  | (5,002,997 | ) |  | (4,401,820 | ) |  | (2,840,900 | ) |  | (239,673 | )
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Total assets under US GAAP                              |  | 103,475    |   |  | 867,222    |   |  | 734,180    |   |  | 272,440  |  
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Total liabilities under Canadian GAAP                   |  | 125,433    |   |  | 47,962     |   |  | 482,778    |   |  | 128,814  |  
|Adjustments                                             |  | -          |   |  | -          |   |  | -          |   |  | -        |  
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Total liabilities
      under US GAAP                   |  | 125,433    |   |  | 47,962     |   |  | 482,778    |   |  | 128,814  |  
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Total stockholders equity under Canadian GAAP          |  | 4,981,039  |   |  | 5,221,080  |   |  | 3,092,302  |   |  | 709,299  |  
|Adjustments                                             |  |            |   |  |            |   |  |            |   |  |          |  
|Expenses of advances for future explorations costs      |  | -          |   |  | -          |   |  | -          |   |  | (297,500 | )
|Expenses of advances for future exploration
      costs |  | -          |   |  | -          |   |  | -          |   |  | (28,500  | )
|Expenses of mineral
      exploration properties costs  |  | (5,002,997 | ) |  | (4,401,820 | ) |  | (2,840,900 | ) |  | (239,673 | )
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Total equity under
      US GAAP                        |  | 21,958     |   |  | 819,260    |   |  | 251,402    |   |  | 143,626  |  
|                                                        |  |            |   |  |            |   |  |            |   |  |          |  
|Total liabilities
      and equity under US GAAP        |  | 103,475    |   |  | 867,222    |   |  | 734,180    |   |  | 272,440  |  

Exchange Rates

We maintain our books of account in Canadian dollars. Our
audited financial statements are prepared in accordance with generally accepted
auditing standards in Canada. All references to the dollar herein are to the
lawful currency of Canada unless designated as US$.

The following table sets forth, for the periods indicated,
certain exchange rates based on the noon buying rate with the Federal Reserve
Bank of New York for cable transfers in Canadian dollars. Such rates are the
number of United States dollars per one (1) Canadian dollar. On November 30,
2007, the exchange rate was US$1.00 per Cdn$1.0007. The high and low exchange
rates for each month during the previous six months were as follows:

High
      LowNovember 2007
    1.0007
    0.9168October 2007
    1.0002
    0.9496September 2007
    1.0560
    0.9959August 2007
    1.0754
    1.0497July 2007
    1.0689
    1.0372June 2007
    1.0727
    1.0579


The average exchange rate is based on the average of the
exchange rates on the last day of each month during such periods.

Year Ended June 302007
      2006Rate at end of Period
    0.9496
    1.1150Average Rate during Period
    1.1051
    1.1627Low
    0.9496
    1.0989High
    1.1852
    1.2437


-5-

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Devonshire Resources Ltd.(formerly Ripple Lake Diamonds Inc.)(An
Exploration Stage Company)

Financial Statements(Expressed in Canadian
Dollars)30 June
2007

---

JAMES STAFFORDReport of Independent Registered Public Accounting FirmTo the Board of Directors and Shareholders ofDevonshire Resources Ltd.(An Exploration Stage
      Company)
    James Stafford, Inc.*Chartered AccountantsSuite 350  1111 Melville StreetVancouver, British ColumbiaCanada V6E 3V6Telephone +1 604 669 0711Facsimile +1 604 669 0754* Incorporated professional,
      James Stafford, Inc.


We have audited the balance sheet of Devonshire Resources
Ltd.(the Company) (an exploration stage company) as at 30 June 2007 and
the related statements of operations and deficit, cash flows and changes in
shareholders equity for the year ended 30 June 2007 and for the period from 6
February 2004 (Date of Inception) to 30 June 2007, except that we did not audit
these financial statements for the period from the date of inception on 6
February 2004 to 30 June 2006; those statements were audited by other auditors
whose report dated 18 October 2006 expressed an unqualified opinion on those
statements. 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 audit. Our report, insofar as it relates to the amounts
for the period from the date of inception on 6 February 2004 through 30 June
2006, is based solely on the report of the other auditors.

We conducted our audit in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States of America). These standards require that we plan
and perform an audit to obtain reasonable assurance 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 audit provides a
reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at 30 June 2007
and the results of its operations, its cash flows, and its changes in
shareholders equity for the year then ended in accordance with Canadian
generally accepted accounting principles.

As discussed in Note 15, the accompanying financial statements
have been restated.

|                  | /s/ James Stafford   
|----------------- | ---------------------
|Vancouver, Canada | Chartered Accountants

12 October 2007, except for Note 1, 7, 12, 14 and 15, as to
which the date is 20 May 2008

Comments by Independent Registered Chartered Accountants for
United States of America Readers on Canada United States of America Reporting
Differences

The standards of the Public Company Accounting Oversight Board
(United States of America) require the addition of an explanatory paragraph
(following the opinion paragraph) when the financial statements are affected by
conditions and events that cast substantial doubt on the Companys ability to
continue as a going concern, such as those described in Note 1 to the financial
statements. Although we conducted our audits in accordance with both Canadian
generally accepted auditing standards and the standards of the Public Company
Accounting Oversight Board (United States of America), our report to the
Shareholders and Board of Directors dated 12 October 2007, except for Note 1, 7,
12, 14 and 15, as to which the date is 20 May 2008 is expressed in accordance
with Canadian reporting standards, which do not permit a reference to such
conditions and events in the report when these are adequately disclosed in the
financial statements.

|                  | /s/ James Stafford   
|----------------- | ---------------------
|Vancouver, Canada | Chartered Accountants

12 October 2007, except for Note 1, 7, 12, 14 and 15, as to
which the date is 20 May 2008

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To The shareholders of      
Ripple Lake Diamonds Inc.

We have audited the balance sheets of Ripple Lake Diamonds Inc.
as at June 30, 2006 and 2005 and the statements of operations, cash flows and
shareholders equity for the years ended June 30, 2006 and 2005 and for the
periods from February 6, 2004 (Date of Inception) to June 30, 2004 and from
February 6, 2004 (Date of Inception) to June 30, 2006. 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 Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States of America). Those standards require that we plan
and perform an audit to obtain reasonable assurance 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.

In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at June 30, 2006
and 2005 and the results of its operations and its cash flows for the years
ended June 30, 2006 and 2005 and for the periods from February 6, 2004 (Date of
Inception) to June 30, 2004 and from February 6, 2004 (Date of Inception) to
June 30, 2006 in accordance with Canadian generally accepted accounting
principles.

|Vancouver, Canada | AMISANO HANSON     
|----------------- | ---------------------
|October 18, 2006  | CHARTERED ACCOUNTANTS

COMMENTS BY AUDITOR FOR U.S. READERS ON CANADA - U.S.
REPORTING DIFFERENCE

In the United States of America, reporting standards for
auditors require the addition of an explanatory paragraph (following the opinion
paragraph) when there is substantial doubt about a company's ability to continue
as a going concern. The accompanying financial statements have been prepared on
the basis of accounting principles applicable to a going concern which assumes
the realization of assets and discharge of liabilities in the normal course of
business. As discussed in Note 1 of the accompanying financial statements, the
Company is in the process of exploring its mineral properties and has not yet
determined whether the properties contain ore reserves that are economically
recoverable which raises 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.

Our report to the shareholders dated October 18, 2006 is
expressed in accordance with Canadian reporting standards which do not permit a
reference to such uncertainty in the auditors' report when the uncertainty is
adequately disclosed in the financial statements.

|Vancouver, Canada | AMISANO HANSON     
|----------------- | ---------------------
|October 18, 2006  | CHARTERED ACCOUNTANTS

(2)

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|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Balance Sheets                      
|(Expressed in Canadian Dollars)     
|As at 30 June                       

|                                                                |  | 2007       |   |  | 2006       |  
|--------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                |  | $          |   |  | $          |  
|                                                                |  |            |   |  |            |  
|Assets                                                          |  |            |   |  |            |  
|                                                                |  |            |   |  |            |  
|Current                                                         |  |            |   |  |            |  
|Cash and cash equivalents (Note 3)                              |  | 96,409     |   |  | 373,721    |  
|Amounts receivable (Note 4)                                     |  | 7,066      |   |  | 6,401      |  
|Prepaid expenses                                                |  | -          |   |  | 7,500      |  
|                                                                |  |            |   |  |            |  
|                                                                |  | 103,475    |   |  | 387,622    |  
|                                                                |  |            |   |  |            |  
|Mineral properties and deferred
      exploration costs(Note 5) |  | 5,002,997  |   |  | 4,881,420  |  
|                                                                |  |            |   |  |            |  
|                                                                |  | 5,106,472  |   |  | 5,269,042  |  
|                                                                |  |            |   |  |            |  
|Liabilities                                                     |  |            |   |  |            |  
|                                                                |  |            |   |  |            |  
|Current                                                         |  |            |   |  |            |  
|Accounts payable and accrued liabilities                        |  | 25,433     |   |  | 47,962     |  
|Loan payable (Note 6)                                           |  | 100,000    |   |  | -          |  
|                                                                |  |            |   |  |            |  
|                                                                |  | 125,433    |   |  | 47,962     |  
|                                                                |  |            |   |  |            |  
|Shareholders equity                                            |  |            |   |  |            |  
|Capital stock(Note 7)                                           |  |            |   |  |            |  
|Authorized                                                      |  |            |   |  |            |  
|Unlimited common shares                                         |  |            |   |  |            |  
|Issued and outstanding                                          |  |            |   |  |            |  
|30 June 2007  3,651,568 common shares                          |  |            |   |  |            |  
|30 June 2006  3,607,568
      common shares                    |  | 5,881,307  |   |  | 5,833,307  |  
|Contributed surplus                                             |  | 794,750    |   |  | 794,750    |  
|Deficit, accumulated during the
      exploration stage         |  | (1,695,018 | ) |  | (1,406,977 | )
|                                                                |  |            |   |  |            |  
|                                                                |  | 4,981,039  |   |  | 5,221,080  |  
|                                                                |  |            |   |  |            |  
|                                                                |  | 5,106,472  |   |  | 5,269,042  |  

Nature and Continuance of Operations(Note 1),
Commitments(Notes 5 and 10), Contingencies(Note 11) and
Subsequent Events(Note 12)

Reconciliation of Canadian and United States Generally
Accepted Accounting Principles(Note 14)

On behalf of the Board:

|Tim Crowhurst | Director | William Schmidt | Director
|--------------- | -------- | ----------------- | --------
|Tim Crowhurst   |          | William Schmidt   |         

(3)

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|Devonshire Resources Ltd.            
|-------------------------------------
|(formerly Ripple Lake Diamonds Inc.) 
|(An Exploration Stage Company)       
|Statements of Operations and Deficit 
|(Expressed in
      Canadian Dollars)

|                                        |  | For the period  |   |  |              |   |  |              |   |  |              |  
|--------------------------------------- |  | --------------- | - |  | ------------ | - |  | ------------ | - |  | ------------ | -
|                                        |  | from the date   |   |  |              |   |  |              |   |  |              |  
|                                        |  | of inception on |   |  |              |   |  |              |   |  |              |  
|                                        |  | 6 February      |   |  | For the      |   |  | For the      |   |  | For the      |  
|                                        |  | 2004 to         |   |  | year ended   |   |  | year ended   |   |  | year ended   |  
|                                        |  | 30 June 2007    |   |  | 30 June 2007 |   |  | 30 June 2006 |   |  | 30 June 2005 |  
|                                        |  | $               |   |  | $            |   |  | $            |   |  | $            |  
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|Revenue                                 |  |                 |   |  |              |   |  |              |   |  |              |  
|Interest income                         |  | 7,991           |   |  | 3,745        |   |  | 1,990        |   |  | 2,256        |  
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|Expenses                                |  |                 |   |  |              |   |  |              |   |  |              |  
|General and administrative (Schedule 1) |  | 1,887,173       |   |  | 291,786      |   |  | 590,790      |   |  | 986,296      |  
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|Net loss before income taxes            |  | (1,879,182      | ) |  | (288,041     | ) |  | (588,800     | ) |  | (984,040     | )
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|Future income tax recovery              |  | 184,164         |   |  | -            |   |  | 121,164      |   |  | 63,000       |  
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|Net loss for the year                   |  | (1,695,018      | ) |  | (288,041     | ) |  | (467,636     | ) |  | (921,040     | )
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|Basic and diluted loss per share        |  |                 |   |  | (0.08        | ) |  | (0.17        | ) |  | (0.50        | )
|                                        |  |                 |   |  |              |   |  |              |   |  |              |  
|Weighted average number of common       |  |                 |   |  |              |   |  |              |   |  |              |  
|shares outstanding                      |  |                 |   |  | 3,634,790    |   |  | 2,678,381    |   |  | 1,853,930    |  

(4)

---

|Devonshire Resources Ltd.            
|-------------------------------------
|(formerly Ripple Lake Diamonds Inc.) 
|(An Exploration Stage Company)       
|Statements of Cash Flows             
|(Expressed in
      Canadian Dollars)

|                                                         |  | For the period   |   |  |              |   |  |              |   |  |              |  
|-------------------------------------------------------- |  | ---------------- | - |  | ------------ | - |  | ------------ | - |  | ------------ | -
|                                                         |  | from the date of |   |  |              |   |  |              |   |  |              |  
|                                                         |  | inception on 6   |   |  | For the      |   |  | For the      |   |  | For the      |  
|                                                         |  | February 2004 to |   |  | year ended   |   |  | year ended   |   |  | year ended   |  
|                                                         |  | 30 June 2007     |   |  | 30 June 2007 |   |  | 30 June 2006 |   |  | 30 June 2005 |  
|                                                         |  | $                |   |  | $            |   |  | $            |   |  | $            |  
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|Cash flows from operating activities                     |  |                  |   |  |              |   |  |              |   |  |              |  
|Net loss for the year                                    |  | (1,695,018       | ) |  | (288,041     | ) |  | (467,636     | ) |  | (921,040     | )
|Adjustments to reconcile loss to net cash used           |  |                  |   |  |              |   |  |              |   |  |              |  
|by operating activities                                  |  |                  |   |  |              |   |  |              |   |  |              |  
|Amortization of property, plant
      and                |  |                  |   |  |              |   |  |              |   |  |              |  
|equipment                                                |  | 225              |   |  | -            |   |  | -            |   |  | 225          |  
|Future income tax recovery                               |  | (184,164         | ) |  | -            |   |  | (121,164     | ) |  | (63,000      | )
|Loss on sales of
      property, plant and               |  |                  |   |  |              |   |  |              |   |  |              |  
|equipment                                                |  | 313              |   |  | -            |   |  | 313          |   |  | -            |  
|Stock-based
      compensation                           |  | 794,750          |   |  | -            |   |  | 183,750      |   |  | 611,000      |  
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|                                                         |  | (1,083,894       | ) |  | (288,041     | ) |  | (404,737     | ) |  | (372,815     | )
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|Changes in operating assets and liabilities              |  |                  |   |  |              |   |  |              |   |  |              |  
|(Increase) decrease in amounts receivable                |  | (7,066           | ) |  | (665         | ) |  | 99,272       |   |  | (72,886      | )
|(Increase) decrease in prepaid
      expenses            |  | -                |   |  | 7,500        |   |  | (7,500       | ) |  | -            |  
|Increase (decrease) in accounts payable and              |  |                  |   |  |              |   |  |              |   |  |              |  
|accrued liabilities                                      |  | (15,274          | ) |  | (22,529      | ) |  | (37,460      | ) |  | 28,228       |  
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|                                                         |  | (1,106,234       | ) |  | (303,735     | ) |  | (350,425     | ) |  | (417,473     | )
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|Cash flows from investing activities                     |  |                  |   |  |              |   |  |              |   |  |              |  
|Purchase of property, plant and equipment                |  | (1,498           | ) |  | -            |   |  | -            |   |  | (1,498       | )
|Proceeds on sales of property, plant and
      equipment |  | 960              |   |  | -            |   |  | 960          |   |  | -            |  
|Acquisition and exploration expenses (Note 5)            |  | (4,722,190       | ) |  | (73,577      | ) |  | (2,015,276   | ) |  | (2,060,371   | )
|Deferred exploration and development costs               |  | -                |   |  | -            |   |  | -            |   |  | -            |  
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|                                                         |  | (4,722,728       | ) |  | (73,577      | ) |  | (2,014,316   | ) |  | (2,061,869   | )
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|Cash flows from financing activities                     |  |                  |   |  |              |   |  |              |   |  |              |  
|Loan payable (Note 6)                                    |  | 100,000          |   |  | 100,000      |   |  | -            |   |  | (71,620      | )
|Shares issued for cash                                   |  | 5,825,371        |   |  | -            |   |  | 2,455,728    |   |  | 2,594,043    |  
|Share subscriptions received in advance                  |  | -                |   |  | -            |   |  | 20,000       |   |  | (20,000      | )
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|                                                         |  | 5,925,371        |   |  | 100,000      |   |  | 2,475,728    |   |  | 2,502,423    |  
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|Increase (decrease) in cash and cash equivalents         |  | 96,409           |   |  | (277,312     | ) |  | 110,987      |   |  | 23,081       |  
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|Cash and cash equivalents, beginning of year             |  | -                |   |  | 373,721      |   |  | 262,734      |   |  | 239,653      |  
|                                                         |  |                  |   |  |              |   |  |              |   |  |              |  
|Cash and cash equivalents, end of year                   |  | 96,409           |   |  | 96,409       |   |  | 373,721      |   |  | 262,734      |  

Supplemental Disclosure with Respect to Cash Flows(Note
13)

(5)

---

|Devonshire Resources Ltd.                    
|---------------------------------------------
|(formerly Ripple Lake Diamonds Inc.)         
|(An Exploration Stage Company)               
|Statements of Changes in Shareholders Equity
|(Expressed in
      Canadian Dollars)        

|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  | Deficit     |   |  |               |  
|---------------------------------------- |  | ------------- |  |  | ------------- | - |  | ----------- |  |  | -------- |  |  | ----------- | - |  | ------------- | -
|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  | accumulated |   |  |               |  
|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  | during the  |   |  | Total         |  
|                                         |  | Number of     |  |  |               |   |  | Contributed |  |  |          |  |  | exploration |   |  | Shareholders |  
|                                         |  | shares issued |  |  | Share capital |   |  | surplus     |  |  | Warrants |  |  | stage       |   |  | equity        |  
|                                         |  |               |  |  | $             |   |  | $           |  |  | $        |  |  | $           |   |  | **$**         |  
|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|Balance at 6 February 2004               |  | -             |  |  | -             |   |  | -           |  |  | -        |  |  | -           |   |  | -             |  
|Shares issued  cash ($1.50 per          |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|share)                                   |  | 478,399       |  |  | 717,599       |   |  | -           |  |  | -        |  |  | -           |   |  | 717,599       |  
|Escrow shares issued  cash ($0.01       |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|per share)                               |  | 1,000,000     |  |  | 10,000        |   |  | -           |  |  | -        |  |  | -           |   |  | 10,000        |  
|Founders share                          |  | 1             |  |  | 1             |   |  | -           |  |  | -        |  |  | -           |   |  | 1             |  
|Net loss for the year                    |  | -             |  |  | -             |   |  | -           |  |  | -        |  |  | (18,301     | ) |  | (18,301       | )
|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|Balance at 30 June 2004                  |  | 1,478,400     |  |  | 727,600       |   |  | -           |  |  | -        |  |  | (18,301     | ) |  | 709,299       |  
|Shares issued  cash ($1.50 per          |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|share)                                   |  | 167,833       |  |  | 251,750       |   |  | -           |  |  | -        |  |  | -           |   |  | 251,750       |  
|Shares issued  cash ($4.00 per          |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|share) (Note 7)                          |  | 400,000       |  |  | 1,294,543     |   |  | -           |  |  | -        |  |  | -           |   |  | 1,294,543     |  
|Shares issued  cash ($4.50 per          |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|share) (Note 7)                          |  | 222,222       |  |  | 921,200       |   |  | -           |  |  | -        |  |  | -           |   |  | 921,200       |  
|Shares issued for mineral property       |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|($4.00 per share)                        |  | 40,500        |  |  | 162,000       |   |  | -           |  |  | -        |  |  | -           |   |  | 162,000       |  
|Tax benefits renounced to flow-          |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|through share subscribers                |  | -             |  |  | (63,000       | ) |  | -           |  |  | -        |  |  | -           |   |  | (63,000       | )
|Share issued for agent services          |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|rendered ($4.00 per share)               |  | 20,000        |  |  | 80,000        |   |  | -           |  |  | -        |  |  | -           |   |  | 80,000        |  
|Price adjustment to escrow shares        |  | -             |  |  | 46,550        |   |  | -           |  |  | -        |  |  | -           |   |  | 46,550        |  
|Stock-based compensation                 |  | -             |  |  | -             |   |  | 611,000     |  |  | -        |  |  | -           |   |  | 611,000       |  
|Net loss for the year                    |  | -             |  |  | -             |   |  | -           |  |  | -        |  |  | (921,040    | ) |  | (921,040      | )
|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|Balance at 30 June 2005                  |  | 2,328,955     |  |  | 3,420,643     |   |  | 611,000     |  |  | -        |  |  | (939,341    | ) |  | 3,092,302     |  
|Shares issued  cash ($4.50
      per    |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|share) (Note 7)                          |  | 62,246        |  |  | 280,110       |   |  | -           |  |  | -        |  |  | -           |   |  | 280,110       |  
|Shares issued  cash ($1.50
      per    |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|share) (Note 7)                          |  | 548,267       |  |  | 822,400       |   |  | -           |  |  | -        |  |  | -           |   |  | 822,400       |  
|Shares issued  cash ($2.25
      per    |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|share) (Note 7)                          |  | 638,600       |  |  | 1,353,218     |   |  | -           |  |  | -        |  |  | -           |   |  | 1,353,218     |  
|Shares issued for mineral
      property |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|($4.00 per share)                        |  | 10,500        |  |  | 42,000        |   |  | -           |  |  | -        |  |  | -           |   |  | 42,000        |  
|Shares issued for mineral
      property |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|($1.90 per share)                        |  | 19,000        |  |  | 36,100        |   |  | -           |  |  | -        |  |  | -           |   |  | 36,100        |  
|Tax benefits renounced to
      flow-    |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|through share subscribers                |  | -             |  |  | (121,164      | ) |  | -           |  |  | -        |  |  | -           |   |  | (121,164      | )
|Stock-based compensation                 |  | -             |  |  | -             |   |  | 183,750     |  |  | -        |  |  | -           |   |  | 183,750       |  
|Net loss for the year                    |  | -             |  |  | -             |   |  | -           |  |  | -        |  |  | (467,636    | ) |  | (467,636      | )
|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|Balance at 30 June 2006                  |  | 3,607,568     |  |  | 5,833,307     |   |  | 794,750     |  |  | -        |  |  | (1,406,977  | ) |  | 5,221,080     |  
|Shares issued for mineral
      property |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|($1.50 per share) (Note 7)               |  | 4,000         |  |  | 6,000         |   |  | -           |  |  | -        |  |  | -           |   |  | 6,000         |  
|Shares issued for mineral
      property |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|($1.05 per share) (Note 7)               |  | 40,000        |  |  | 42,000        |   |  | -           |  |  | -        |  |  | -           |   |  | 42,000        |  
|Net loss for the year                    |  | -             |  |  | -             |   |  | -           |  |  | -        |  |  | (288,041    | ) |  | (288,041      | )
|                                         |  |               |  |  |               |   |  |             |  |  |          |  |  |             |   |  |               |  
|Balance at 30 June 2007                  |  | 3,651,568     |  |  | 5,881,307     |   |  | 794,750     |  |  | -        |  |  | (1,695,018  | ) |  | 4,981,039     |  

(6)

---

|Devonshire Resources Ltd.                       
|------------------------------------------------
|(formerly Ripple Lake Diamonds Inc.)            
|(An Exploration Stage Company)                  
|Schedule 1  General and Administrative Expenses
|(Expressed in
      Canadian Dollars)           

|                           |  | For the period  |  |  |              |  |  |              |  |  |              | 
|-------------------------- |  | --------------- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
|                           |  | from the date   |  |  |              |  |  |              |  |  |              | 
|                           |  | of inception on |  |  |              |  |  |              |  |  |              | 
|                           |  | 6 February      |  |  | For the      |  |  | For the      |  |  | For the      | 
|                           |  | 2004 to         |  |  | year ended   |  |  | year ended   |  |  | year ended   | 
|                           |  | 30 June 2007    |  |  | 30 June 2007 |  |  | 30 June 2006 |  |  | 30 June 2005 | 
|                           |  | $               |  |  | **$**        |  |  | $            |  |  | $            | 
|                           |  |                 |  |  |              |  |  |              |  |  |              | 
|Amortization               |  | 225             |  |  | -            |  |  | -            |  |  | 225          | 
|Bank charges and interest  |  | 3,535           |  |  | 353          |  |  | 1,610        |  |  | 1,355        | 
|Filing fees                |  | 83,649          |  |  | 8,890        |  |  | 29,475       |  |  | 45,284       | 
|Interest                   |  | 10,663          |  |  | 10,663       |  |  | -            |  |  | -            | 
|Management fees            |  | 254,860         |  |  | 68,360       |  |  | 84,500       |  |  | 102,000      | 
|Office and miscellaneous   |  | 111,400         |  |  | 33,438       |  |  | 50,012       |  |  | 27,844       | 
|Professional fees          |  | 314,419         |  |  | 106,987      |  |  | 119,839      |  |  | 69,615       | 
|Property investigation     |  | 15,911          |  |  | -            |  |  | 15,911       |  |  | -            | 
|Shareholder communications |  | 239,656         |  |  | 45,320       |  |  | 87,118       |  |  | 107,218      | 
|Stock-based compensation   |  | 794,750         |  |  | -            |  |  | 183,750      |  |  | 611,000      | 
|Transfer agent fees        |  | 37,170          |  |  | 13,716       |  |  | 12,967       |  |  | 10,487       | 
|Travel and entertainment   |  | 20,935          |  |  | 4,059        |  |  | 5,608        |  |  | 11,268       | 
|                           |  |                 |  |  |              |  |  |              |  |  |              | 
|                           |  | 1,887,173       |  |  | 291,786      |  |  | 590,790      |  |  | 986,296      | 

(7)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

|1. | Nature and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Devonshire Resources Ltd. (the Company) was
      incorporated on 6 February 2004 under the Business Corporations Act of
      British Columbia as TCH Minerals Inc. and changed its name to Ripple Lake
      Minerals Ltd. on 13 May 2004, to Ripple Lake Diamonds Inc. on 26 July 2004
      and to Devonshire Resources Ltd. on 16 August 2007. The Company is an
      exploration stage junior mining company engaged in the identification,
      acquisition, evaluation and exploration of diamond properties in Ontario
      and Nunavut, Canada. The Company completed its initial public offering
      (IPO) on 6 January 2005 and is listed for trading on the TSX Venture
      Exchange.                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Companys mineral properties are without a known body
      of commercial ore. The business of exploring for minerals and mining
      involves a high degree of risk. Few properties that are explored are
      ultimately developed into producing mines. Major expenses may be required
      to establish ore reserves, to develop metallurgical processes, to acquire
      construction and operating permits and to construct mining and processing
      facilities. The amounts shown as mineral property costs represent
      acquisition, holding and deferred exploration costs and do not necessarily
      represent present or future recoverable values. The recoverability of the
      amounts shown for mineral property costs is dependent upon the Company
      obtaining the necessary financing to complete the exploration and
      development of the properties, the discovery of economically recoverable
      reserves and future profitable operations. There can be no assurance that
      such additional financing will be available on terms acceptable to the
      Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Although the Company has taken steps to verify title to
      mineral properties in which it has an interest in accordance with industry
      standards for the current state of exploration of such properties, these
      procedures do not guarantee the Companys title. Property title may be
      subject to unregistered prior agreements and non-compliance with
      regulatory requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These financial statements have been prepared on the
      going concern basis, which assumes that the Company will continue
      operations for the foreseeable future and will be able to realize its
      assets and discharge its liabilities in the normal course of
    business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | At 30 June 2007 the Company had working capital deficit
      of $21,958 (2006  working capital of $339,660), which may not be
      sufficient to sustain operations over the next twelve months, and the
      Company expects to incur further losses from its operations, all of which
      casts substantial doubt about the Companys ability to continue as a going
      concern. These financial statements do not include any adjustments to the
      recoverability or classification of recorded asset amounts or the
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern and therefore be required to
      realize on its assets and discharge its liabilities and commitments at
      amounts different from those reported in the financial
  statements.                                                                                                                                                                                                                                                                 

(8)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

On 16 August 2007 the Company received
shareholder approval by way of a special resolution for the consolidation of the
Companys share capital on the basis of one new common share for every ten
existing common shares outstanding. The effect of the consolidation was to
decrease the number of the Companys common shares issued and outstanding from
36,515,682 to 3,651,568. The financial statements have been retroactively
adjusted to reflect this consolidation.

|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The following is a summary of significant accounting
      policies used in the preparation of these financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | These financial statements have been prepared by the
      Company in accordance with Canadian generally accepted accounting
      principles and, except as described in Note 9, conform in all material
      respects with accounting principles generally accepted in the United
      States of America. In the opinion of the Companys management, these
      financial statements reflect all the adjustments necessary to fairly
      present the Companys financial position at 30 June 2007, and the results
      of operations and cash flow for the years ended 30 June 2007, 2006 and
      2005.                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Exploration stage company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company is an exploration stage company as defined in
      Securities and Exchange Commission (SEC) Act Guide 7. The Company is
      devoting its present efforts to exploring and developing its mineral
      properties and none of its planned principal operations have commenced.
      All losses accumulated since inception have been considered as part of the
      Companys exploration stage activities.                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The preparation of financial statements in accordance
      with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amount of assets and
      liabilities, disclosure of contingent assets and liabilities at the date
      of the financial statements, and the reported amounts of revenues and
      expenses during the reporting period. These estimates are reviewed
      periodically and as adjustments become necessary, they are reported in
      operations in the period in which they became known. Actual results may
      differ from those estimates.          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Mineral exploration properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company defers the cost of acquiring, maintaining its
      interest, exploring and developing mineral properties until such time as
      the properties are placed into production, abandoned, sold or considered
      to be impaired in value. Costs of producing properties will be amortized
      on a unit of production basis and costs of abandoned properties are
      written off. Proceeds received on the sale of interests in mineral
      properties are credited to the carrying value of the mineral properties,
      with any excess included in operations. Write- downs due to impairment in
      value are charged to operations.

(9)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

The Company is in the process of
exploring and developing its mineral properties and has not yet determined the
amount of reserves, if any, that are available. Management reviews the carrying
value of mineral properties on a periodic basis and will recognize impairment in
value based upon current exploration results, the prospect of further work being
carried out by the Company, the assessment of future profitability of production
revenues from the property or from the sale of property. Amounts shown for
properties represent costs incurred net of write-downs and recoveries, and are
not intended to represent present or future values. Although the Company has
taken steps to verify title to mineral properties in which it has an interest or
potential interest, according to the usual industry standards for the stage of
exploration of such properties, these procedures do not guarantee the Companys
title. Such properties may be subject to prior agreements or transfers and title
may be affected by undetected defects.

Reclamation costs

Reclamation activities are carried out
to the extent practicable concurrently with property exploration activities and
such costs are included in exploration costs during the period in which they are
incurred. When properties are abandoned, any remaining reclamation costs are
estimated and included as exploration costs in the period the property is
abandoned.

Property, plant and
equipment

The Company does not have any equipment
at the present time. Amortization on equipment is normally calculated under the
declining balance basis over the estimated useful life of the asset at 30% per
annum. One-half of the rate is used in the year of addition and no amortization
is claimed in the year of disposal.

Asset retirement obligations

The fair value of obligations
associated with the retirement of tangible long-lived assets is recorded in the
period the asset is put into use, with a corresponding increase to the carrying
amount of the related asset. The obligations recognized are statutory,
contractual or legal obligations. The liability is accreted over time for
changes in the fair value of the liability through operations. The costs
capitalized to the related assets are amortized in a manner consistent with the
depletion and depreciation of the related asset. As at 30 June 2007, there are
no asset retirement obligations.

Future income taxes

The Company accounts for income taxes
using the asset and liability method. Under this method, future income taxes are
recorded for the temporary differences between the financial reporting basis and
tax basis of the Companys assets and liabilities. These future taxes are
measured by the provisions of currently enacted tax laws. Management believes
that it is not sufficiently likely that the Company will generate sufficient
taxable income to allow the realization of all of its future tax assets and
therefore the Company has made an impairment allowance against these assets.

(10)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

Financial instruments

The financial instruments of the
Company consist of cash and cash equivalents, accounts payables and accrued
liabilities. The carrying value of the financial instruments approximates fair
value due to their short term to maturity. Except for the Companys loan payable
balance at 30 June 2007, it is managements opinion that the Company is not
exposed to significant interest, currency or credit risk arising from these
financial instruments.

Stock-based compensation

The Company has a stock-based
compensation plan as disclosed in Note 7, whereby stock options are granted in
accordance with the policies of regulatory authorities. The fair value of all
stock options are expensed over their vesting period with a corresponding
increase to contributed surplus. Upon exercise of stock options, the
consideration paid by the option holder, together with the amount previously
recognized in contributed surplus, is recorded as an increase to share
capital.

The Company uses the Black-Scholes
option valuation model to calculate the fair value of stock options at the date
of grant. Option pricing models require the input of highly subjective
assumptions, including the expected price volatility. Changes in these
assumptions can materially affect the fair value estimate and, therefore, the
existing models do not necessarily provide a reliable single measure of the fair
value of the Companys stock options.

Flow-through shares

The Canadian Institute of Chartered
Accountants (CICA) has issued guidance on the accounting treatment for
Canadian flow-through shares through its Emerging Issues Committee Abstract
(EIC) No. 146 (the Abstract). All flow-through shares issued by the Company
are accounted for in accordance with this Abstract. Accordingly, upon
renunciation of exploration expenditures to the shareholders, the Company
reduces share capital and recognizes a future income tax liability for the
amount of tax reduction renounced to the shareholders. In instances where the
Company has sufficient available tax loss carry forwards or other deductible
temporary differences available to offset the renounced tax deduction and is
more likely than not able to utilize either these tax losses or other deductible
temporary differences before expiry, the Company recognizes future tax assets,
with a corresponding credit to operations, for an amount equal to the future
income tax liability.

Basic and diluted loss per
share

Basic loss per share is computed by
dividing the loss for the year by the weighted average number of common shares
outstanding during the year. Diluted loss per share reflects the potential
dilution that could occur if potentially dilutive securities were exercised or
converted to common stock. The dilutive effect of options and warrants is
computed by application of the treasury stock method and the effect of
convertible securities by the if converted method. Fully diluted amounts are
not presented when effects of the computations are anti-dilutive due to the
losses incurred.

(11)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

Diluted net loss per share reflects the
potential dilution of securities that could result from the exercise of dilutive
options and warrants. As at 30 June 2007, the Company had 198,000 (2006 
268,000, 2005 170,000) stock options and 1,186,866 (2006  1,351,323, 2005 
173,333) warrants outstanding which have not been included in the calculation of
diluted net loss per share because their effect would have been anti-dilutive.
Accordingly, there is no difference in the amounts presented for basic and
diluted loss per share.

|3. | Restricted Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At 30 June 2007, the Company was required to maintain and
      restrict approximately $350,000 to the use of future expenditures on
      mineral property costs (Note 11).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Amounts Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Amounts receivable are non-interest bearing, unsecured
      and have settlement dates within one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Environmental protection practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company is subject to laws and regulations relating
      to environmental matters in all jurisdictions in which it operates,
      including provisions relating to property reclamation, discharge of
      hazardous material and other matters. The Company may also be held liable
      should environmental problems be discovered that were caused by former
      owners and operators of its properties and properties in which it has
      previously had an interest. The Company is not aware of any existing
      environmental problems related to any of its current or former properties
      that may result in material liability to the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | TCH Diamond Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company has entered into option agreements to earn a
      100% interest in certain mineral claims, representing 129 units or 2,064
      hectares, located in the Walsh, Foxtrap Lake and Killala Townships in the
      Province of Ontario known as the TCH Diamond Project (the Options).
      During the year ended 30 June 2007, the Company made cash payments
      totaling $31,000 and issued 4,000 common shares valued at $6,000 under
      these Options (Note 7 and 11).                                                                                                                                                                             

(12)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

The future annual payments of cash and
common shares required to be issued under these agreements are as follows:

Year ended
    
    Cash
    
    
    Common shares30 June
    
    **$**
    
    
    **$**2007
    
    27,000
    
    
    6,5002008
    
    110,000
    
    
    8,5002009
    
    30,000
    
    
    2,000167,000
    
    
    17,000


The Company is also required to make
all expenditures required to maintain the mineral claims in good standing and to
pay the optionors 2% of net smelter returns from the properties upon commercial
production.

The Company has staked an additional
5,411 units or approximately 86,600 hectares in an area that is contiguous to
the optioned properties. These additional claims are 100% owned by the Company.
As at 30 June 2007, the Companys interest in the TCH Diamond Project now totals
approximately 143,300 hectares.

To maintain the above claims in good
standing, the Company is required to spend a minimum of $400 per unit on
assessment work during the first two years after staking and $400 per unit per
year thereafter.

(13)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

Expenditures related to the TCH Diamond
Project can be summarized as follows:

| |                                              |  | For the period   |  |  |              |  |  |              | 
| | -------------------------------------------- |  | ---------------- |  |  | ------------ |  |  | ------------ | 
| |                                              |  | from the date of |  |  |              |  |  |              | 
| |                                              |  | inception on 6   |  |  | For the      |  |  | For the      | 
| |                                              |  | February 2004    |  |  | year ended   |  |  | year ended   | 
| |                                              |  | to 30 June 2007  |  |  | 30 June 2007 |  |  | 30 June 2006 | 
| |                                              |  | **$**            |  |  | **$**        |  |  | **$**        | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Balance, beginning of period                 |  | -                |  |  | 2,440,008    |  |  | 1,278,070    | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Property acquisition and staking
      costs |  | 903,269          |  |  | 37,000       |  |  | 555,687      | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Exploration expenses                         |  |                  |  |  |              |  |  |              | 
| | Communication                                |  | 16,000           |  |  | -            |  |  | -            | 
| | Data analysis                                |  | 328,490          |  |  | -            |  |  | 149,455      | 
| | Equipment rental                             |  | 14,000           |  |  | -            |  |  | -            | 
| | Food and accommodation                       |  | 22,500           |  |  | -            |  |  | -            | 
| | Geological                                   |  | 327,034          |  |  | 8,752        |  |  | 212,454      | 
| | Geophysics                                   |  | 218,445          |  |  | -            |  |  | 192,220      | 
| | Ground magnetic                              |  | 21,635           |  |  | -            |  |  | -            | 
| | Helicopter fees                              |  | 64,579           |  |  | -            |  |  | -            | 
| | Lab fee                                      |  | 1,388            |  |  | -            |  |  | -            | 
| | Line cutting                                 |  | 21,470           |  |  | -            |  |  | -            | 
| | Management fee                               |  | 32,000           |  |  | -            |  |  | -            | 
| | Mapping                                      |  | 36,122           |  |  | -            |  |  | 36,122       | 
| | Mobilization and demobilization              |  | 24,000           |  |  | -            |  |  | 16,000       | 
| | Sampling and processing                      |  | 438,500          |  |  | -            |  |  | -            | 
| | Supplies                                     |  | 16,643           |  |  | 315          |  |  | -            | 
| |                                              |  |                  |  |  |              |  |  |              | 
| |                                              |  | 1,582,806        |  |  | 9,067        |  |  | 606,251      | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Balance, end of period                       |  | 2,486,075        |  |  | 2,486,075    |  |  | 2,440,008    | 

(14)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

KMD Project

On 1 June 2004, the Company entered
into a consulting agreement with a geologist for a three year term. The Company
has agreed to pay the consultant $1,000 per day, with a minimum of one
consulting day per month. However, in December 2006 the geologist, who is also
the optionor of the KMD Project, has given notice to the Company of a
disagreement in regards to the terms of the KMD Option Agreement. The Company
has also issued to the consultant options to purchase 25,000 of the Companys
common shares at $4.00 per share, which are exercisable until 7 January 2010
(Note 10).

The Company has an option to acquire an
80% interest in certain mineral claims known as the Brown Lake property,
representing approximately 32,300 acres, located in the territories of Nunavut
known as the KMD Project (the Option). As at 30 June 2007, management believes
the Company has fulfilled all of the requirements of the Option and has
attempted to exercise the Option by giving notice of exercise to the optionor
and by concurrently issuing 40,000 common shares to the optionor valued at
$42,000 (Note 7 and 11). The optionor has rejected the Companys notice and
returned the 40,000 common shares which are at present held in trust by the
Companys solicitors. The optionor has taken the position that there were
defaults with respect to the Option Agreement and has given notice to the
Company that the Option Agreement has terminated. The Companys position is that
it has completed, under the explicit direction and supervision of the optionors
sole principal, the work programs required to satisfy the Option Agreement. The
Company has therefore earned a 100% interest in the Brown Lake property, subject
to a royalty equal to 3% of gross revenue from the sale of diamonds mined from
the property. The Company may, at any time within three years after the exercise
of the Option, purchase one-third of the 3% royalty for a purchase price of
$1,000,000 and may purchase an additional one-third of the royalty for an
additional $1,000,000.

The optionor has staked additional
mineral claims on behalf of the Company in an area that is contiguous to the
optioned properties. These additional claims are 100% owned by the Company. As
at 30 June 2007, the Companys interest in the KMD Project now totals
approximately 151,000 acres.

The dispute between the Company and the
Optionor in regards to the Option Agreement and the Brown Lake property is
ongoing and attempts at resolving this matter are being explored by both parties
involved.

(15)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

Expenditures related to the KMD Project
can be summarized as follows:

| |                                              |  | For the period   |  |  |              |  |  |              | 
| | -------------------------------------------- |  | ---------------- |  |  | ------------ |  |  | ------------ | 
| |                                              |  | from the date of |  |  |              |  |  |              | 
| |                                              |  | inception on 6   |  |  | For the      |  |  | For the      | 
| |                                              |  | February 2004    |  |  | year ended   |  |  | year ended   | 
| |                                              |  | to 30 June 2007  |  |  | 30 June 2007 |  |  | 30 June 2006 | 
| |                                              |  | **$**            |  |  | **$**        |  |  | **$**        | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Balance, beginning of period                 |  | -                |  |  | 2,441,412    |  |  | 1,907,330    | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Property acquisition and staking
      costs |  | 575,872          |  |  | 42,000       |  |  | 28,500       | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Exploration expenses                         |  |                  |  |  |              |  |  |              | 
| | Assessment fee                               |  | 22,293           |  |  | 18,525       |  |  | -            | 
| | Camp                                         |  | 268,532          |  |  | -            |  |  | 25,252       | 
| | Communication                                |  | 3,981            |  |  | -            |  |  | -            | 
| | Data analysis                                |  | 300,547          |  |  | -            |  |  | 256,328      | 
| | Food and accommodation                       |  | 26,872           |  |  | -            |  |  | -            | 
| | Geological                                   |  | 288,080          |  |  | 14,985       |  |  | 177,268      | 
| | Geophysics                                   |  | 220,092          |  |  | -            |  |  | 34,207       | 
| | Helicopter fees                              |  | 161,232          |  |  | -            |  |  | -            | 
| | Management fees                              |  | 35,829           |  |  | -            |  |  | -            | 
| | Mapping                                      |  | 11,027           |  |  | -            |  |  | 11,027       | 
| | Mobilization and demobilization              |  | 12,938           |  |  | -            |  |  | -            | 
| | Sampling and processing                      |  | 581,160          |  |  | -            |  |  | -            | 
| | Supplies                                     |  | 8,467            |  |  | -            |  |  | 1,500        | 
| |                                              |  |                  |  |  |              |  |  |              | 
| |                                              |  | 1,941,050        |  |  | 33,510       |  |  | 505,582      | 
| |                                              |  |                  |  |  |              |  |  |              | 
| | Balance, end of period                       |  | 2,516,922        |  |  | 2,516,922    |  |  | 2,441,412    | 

|6. | Loan Payable                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                          
|   | The loan payable is non-interest bearing until the due
      date, unsecured and due on 1 June 2008 (interest is 10% per annum after
      the due date).

(16)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

|7. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On 7 January 2005, the Company completed its IPO of
      400,000 shares at $4.00 per share. Pursuant to this financing, the Company
      paid an agents commission of 7.5% in cash totaling $120,000 and issued
      20,000 common shares and 40,000 share purchase warrants. Each warrant
      entitles the agent to acquire one common share of the Company at $4.00 per
      share until 6 January 2006. These share purchase warrants have expired
      unexercised. In addition, the Company paid $105,457 in share issuance
      costs to complete the IPO.                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On 4 June 2005, the Company completed a brokered private
      placement of 222,222 units at $4.50 per unit. Pursuant to this financing,
      the Company paid the agent a commission of 7.5% in cash totaling $75,000
      and issued 22,222 share purchase warrants. Each share purchase warrant
      entitled the agent to acquire one common share of the Company at $5.00 per
      share until 15 June 2007. These agent share purchase warrants have expired
      unexercised. In addition, the Company paid $3,800 in share issuance costs
      to complete the brokered private placement. Each unit of the brokered
      private placement is comprised of one common share and one-half of a share
      purchase warrant. Each full warrant entitles the holder to acquire an
      additional common share of the Company at a price of $5.00 per share until
      15 June 2007. These share purchase warrants have expired
    unexercised.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During the year ended 30 June 2005, 95,000 shares
      originally classified as escrow shares were re-priced by regulatory
      authorities due to the fact that the holders were not principals of the
      Company. As a result, the shares were reissued at $0.50 per share from
      $0.01 per share, resulting in additional proceeds to the Company of
      $46,550.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On 27 September 2005, the Company completed a
      non-brokered private placement of 62,246 units at $4.50 per unit. Each
      unit consisted of one flow-through common share and one-half of a share
      purchase warrant with each full warrant entitling the holder to purchase a
      non-flow-through common share until 27 September 2006 at $5.00 per share.
      These share purchase warrants have expired unexercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On 24 January 2006, the Company completed a non-brokered
      private placement of 548,267 units at $1.50 per unit. Each unit consisted
      of one common share and one share purchase warrant. 211,667 of the units
      consisted of flow-through common shares and warrants to purchase
      non-flow-through common shares. Each full warrant entitles the holder to
      acquire a common share at a price of $2.00 per share until 24 January
      2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On 11 April 2006, the Company changed its authorized
      capital to 100,000,000 common shares without par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During May and June 2006, the Company completed brokered
      and non-brokered private placements totaling 638,600 units at $2.25 per
      unit. Each unit consisted of one common share and one share purchase
      warrant. 162,778 of the units consisted of flow-through common shares and
      warrants to purchase non- flow-through common shares. Each share purchase
      warrant entitles the holder to acquire a common share of the Company at a
      price of $3.00 per share for a period of two years from the closing date.
      A commission in the amount of $83,632 was paid to the agents upon
      completion of these private placements.                                                                                                                                                                                                                                                                                         

(17)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

On 11 August 2006, the Company issued
4,000 common shares valued at $6,000 for the acquisition of mineral properties
(Note 5 and 13).

On 27 November 2006, the Company issued
40,000 common shares valued at $42,000 for the acquisition of mineral properties
(Note 5 and 13).

On 16 August 2007 the Company received
shareholder approval by way of a special resolution for the consolidation of the
Companys share capital on the basis of one new common share for every ten
existing common shares outstanding. The effect of the consolidation was to
decrease the number of the Companys common shares issued and outstanding from
36,515,682 to 3,651,568. The financial statements have been retroactively
adjusted to reflect this consolidation.

Escrow shares

As at 30 June 2007, there were 300,000
shares held in escrow (2006  600,000, 2005  900,000), which are being released
at a rate of 150,000 shares every six months.

Stock options

The Company has established a stock
option plan in accordance with the policies of the TSX Venture Exchange under
which it is authorized to grant share purchase options up to 10% of its
outstanding shares. The exercise price of options granted equals the market
price of the Companys stock on the date of the grant. Unless otherwise stated,
the options vest when granted. The options are for a maximum term of five
years.

A summary of stock options activities
during the years ended 30 June 2007 and 2006 is as follows:

| |                                             |  |           |   |  | Weighted | 
| | ------------------------------------------- |  | --------- | - |  | -------- | 
| |                                             |  |           |   |  | average  | 
| |                                             |  | Number of |   |  | exercise | 
| |                                             |  | shares    |   |  | price    | 
| |                                             |  |           |   |  | **$**    | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 1 July 2005  |  | 170,000   |   |  | 4.00     | 
| |                                             |  |           |   |  |          | 
| | Granted                                     |  | 148,000   |   |  | 2.70     | 
| | Exercised                                   |  | -         |   |  | -        | 
| | Expired                                     |  | (50,000   | ) |  | 4.00     | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 30 June 2006 |  | 268,000   |   |  | 3.30     | 

(18)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

| |                                             |  |           |   |  | Weighted | 
| | ------------------------------------------- |  | --------- | - |  | -------- | 
| |                                             |  |           |   |  | average  | 
| |                                             |  | Number of |   |  | exercise | 
| |                                             |  | shares    |   |  | price    | 
| |                                             |  |           |   |  | **$**    | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 1 July 2006  |  | 268,000   |   |  | 3.30     | 
| |                                             |  |           |   |  |          | 
| | Granted                                     |  | -         |   |  | -        | 
| | Exercised                                   |  | -         |   |  | -        | 
| | Expired                                     |  | (70,000   | ) |  | 2.30     | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 30 June 2007 |  | 198,000   |   |  | 3.64     | 

Outstanding stock options at 30 June
2007 are as follows:

| |         |  | Exercise |  |  | Number     |  |  | Remaining                | 
| | ------- |  | -------- |  |  | ---------- |  |  | ------------------------ | 
| |         |  | price    |  |  | of options |  |  | contractual life (years) | 
| |         |  | **$**    |  |  |            |  |  |                          | 
| |         |  |          |  |  |            |  |  |                          | 
| | Options |  | 4.00     |  |  | 105,000    |  |  | 2.53                     | 
| |         |  | 4.00     |  |  | 15,000     |  |  | 2.71                     | 
| |         |  | 4.00     |  |  | 30,000     |  |  | 3.22                     | 
| |         |  | 2.50     |  |  | 48,000     |  |  | 3.58                     | 
| |         |  |          |  |  |            |  |  |                          | 
| |         |  |          |  |  | 198,000    |  |  |                          | 

(19)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

Warrants

A summary of share warrant activities
during the years ended 30 June 2007 and 2006 is as follows:

| |                                             |  |           |   |  | Weighted | 
| | ------------------------------------------- |  | --------- | - |  | -------- | 
| |                                             |  |           |   |  | average  | 
| |                                             |  | Number of |   |  | exercise | 
| |                                             |  | warrants  |   |  | price    | 
| |                                             |  |           |   |  | **$**    | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 1 July 2005  |  | 173,333   |   |  | 4.80     | 
| |                                             |  |           |   |  |          | 
| | Granted                                     |  | 1,217,990 |   |  | 2.60     | 
| | Exercised                                   |  | -         |   |  | -        | 
| | Expired                                     |  | (40,000   | ) |  | 4.00     | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 30 June 2006 |  | 1,351,323 |   |  | 2.80     | 

| |                                             |  |           |   |  | Weighted | 
| | ------------------------------------------- |  | --------- | - |  | -------- | 
| |                                             |  |           |   |  | average  | 
| |                                             |  | Number of |   |  | exercise | 
| |                                             |  | warrants  |   |  | price    | 
| |                                             |  |           |   |  | **$**    | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 1 July 2006  |  | 1,351,323 |   |  | 2.80     | 
| |                                             |  |           |   |  |          | 
| | Granted                                     |  | -         |   |  | -        | 
| | Exercised                                   |  | -         |   |  | -        | 
| | Expired                                     |  | (164,457  | ) |  | 5.00     | 
| |                                             |  |           |   |  |          | 
| | Outstanding and exercisable at 30 June 2007 |  | 1,186,867 |   |  | 2.50     | 

As at 30 June 2007, the following share
purchase warrants were outstanding:

| |          |  | Exercise |  |  | Number      |  |  | Remaining                | 
| | -------- |  | -------- |  |  | ----------- |  |  | ------------------------ | 
| |          |  | price    |  |  | of warrants |  |  | contractual life (years) | 
| |          |  | **$**    |  |  |             |  |  |                          | 
| |          |  |          |  |  |             |  |  |                          | 
| | Warrants |  | 2.00     |  |  | 548,267     |  |  | 0.57                     | 
| |          |  | 3.00     |  |  | 558,600     |  |  | 0.88                     | 
| |          |  | 3.00     |  |  | 80,000      |  |  | 0.94                     | 
| |          |  |          |  |  |             |  |  |                          | 
| |          |  |          |  |  | 1,186,867   |  |  |                          | 

(20)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

These warrants entitle the holders
thereof the right to acquire one common share for each warrant held.

|8. | Income Taxes                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                          
|   | Provision for income taxes                                                                                                                                                                                               
|   |                                                                                                                                                                                                                          
|   | The provision for (recovery of) income taxes differs from
      the amount that would have resulted by applying Canadian federal and
      provincial statutory tax rates of 34.12% (2006  34.12%, 2005 
      35.62%).

| |                                                         |  | 2007 $   |   |  | 2006 $   |   |  | 2005 $   |  
| | ------------------------------------------------------- |  | -------- | - |  | -------- | - |  | -------- | -
| |                                                         |  |          |   |  |          |   |  |          |  
| | Net loss before income taxes                            |  | (288,041 | ) |  | (588,800 | ) |  | (984,040 | )
| |                                                         |  |          |   |  |          |   |  |          |  
| | Income tax recovery at statutory rates                  |  | (98,280  | ) |  | (200,899 | ) |  | (350,515 | )
| | Adjustments to benefits resulting from:                 |  |          |   |  |          |   |  |          |  
| | Net changes in valuation
      allowance for future tax |  |          |   |  |          |   |  |          |  
| | assets                                                  |  | 98,280   |   |  | 43,362   |   |  | 90,943   |  
| | Stock-based compensation not
      deductible for       |  |          |   |  |          |   |  |          |  
| | income tax purposes                                     |  | -        |   |  | 62,695   |   |  | 217,638  |  
| | Share issue costs                                       |  | -        |   |  | (31,928  | ) |  | (21,675  | )
| | Other                                                   |  | -        |   |  | 5,606    |   |  | 609      |  
| |                                                         |  |          |   |  |          |   |  |          |  
| | Future income tax recovery                              |  | -        |   |  | (121,164 | ) |  | (63,000  | )

Future tax balances

The tax effects of temporary
differences that give rise to future income tax assets and liabilities are as
follows:

| |                                                          |  | 2007 $   |   |  | 2006 $   |   |  | 2005 $   |  
| | -------------------------------------------------------- |  | -------- | - |  | -------- | - |  | -------- | -
| | Future tax assets:                                       |  |          |   |  |          |   |  |          |  
| | Mineral properties (net of
      future tax liabilities) |  | (222,582 | ) |  | (181,100 | ) |  | (63,000  | )
| | Non-capital loss carry forwards                          |  | 452,306  |   |  | 323,200  |   |  | 165,600  |  
| | Share issue costs                                        |  | -        |   |  | 101,500  |   |  | 109,500  |  
| |                                                          |  |          |   |  |          |   |  |          |  
| |                                                          |  | 229,724  |   |  | 243,600  |   |  | 212,100  |  
| | Less: valuation allowance                                |  | (229,724 | ) |  | (243,600 | ) |  | (212,100 | )
| |                                                          |  |          |   |  |          |   |  |          |  
| | Actual income taxes                                      |  | -        |   |  | -        |   |  | -        |  

(21)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

As at 30 June 2007, the Company had
available for deduction against future taxable income, non-capital losses of
approximately $1,251,002. The potential income tax benefit of these losses has
been offset by a full valuation allowance. These losses, if unutilized will
expire as follows:

Year
    Amount$2014
    16,8212015
    448,0322016
    498,1082027
    288,0411,251,002


Additionally, the Company has
approximately $4,100,000 of Canadian development expenses and Canadian
Exploration expenditures as at 30 June 2007 which, under certain circumstances,
may be utilized to reduce taxable income of future years. The potential income
tax benefits of these losses have been offset by a full valuation allowance.

|9.  | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | During the year ended 30 June 2007, the Company incurred
      professional and management services rendered by certain directors and an
      officer in the amount of $100,160 (2006  $96,500, 2005  $114,000). The
      Company also incurred $9,960 (2006  $52,614, 2005  $33,632) in deferred
      mineral property expenditures to a company controlled by an officer and
      director of the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | These transactions were entered into in the normal course
      of business and are measured at the exchange amount.                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | i.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | ii.                                                                                                                                                                                                                                                                                                                                                                                                                 

(22)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

|    | iii.                                                    | In July 2006, the Company entered into a two year lease
      of office premises at $2,000 monthly or $24,000 annually to 30 June 2008.
      Effective 1 January 2007, the Company entered into a one year lease at
      $1,400 monthly or $16,800 annually to 31 December 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11. | Contingencies                                          
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | i.                                                      | During the year ended 31 December 2006, the Company
      renounced exploration expenditures of $683,750 to flow-through share
      subscribers. As at 30 June 2007, the Company has yet to expend
      approximately $350,000 on the eligible mineral costs and must expend this
      total remaining amount by 31 December 2007 to avoid income tax penalties
      and potential reassessments of the subscribers (Note 3).                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | ii.                                                     | The Company is currently attempting to resolve a dispute
      with the optionor of the KMD Project related to its attempt to exercise
      the underlying option on the mineral property (Note 5, 10 and
  12).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12. | Subsequent Events                                      
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | i.                                                      | On 16 August 2007, the Company received shareholder
      approval by way of a special resolution for the consolidation of the
      Companys share capital on the basis of one new common share for every ten
      existing common shares outstanding. The effect of the consolidation was to
      decrease the number of the Companys common shares issued and outstanding
      from 36,515,682 to 3,651,568. The financial statements have been
      retroactively adjusted to reflect this consolidation. The Company also
      received shareholder approval for the change in the name of the Companys
      name to Devonshire Resources Ltd. or such other name as the Directors of
      the Company may decide upon and that is acceptable to the regulatory
      authorities.
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | ii.                                                     | On 11 October 2007, the Company launched proceedings in
      the Supreme Court of British Columbia seeking an order of specific
      performance, to require KM Diamond Exploration Ltd. and Mr. Felix Kaminsky
      to transfer the 100% interest in KMD Project to the Company, along with
      certain contiguous properties, as well as for damages, costs and other
      relief (Note 5, 10 and 11).                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | iii.                                                    | On 19 October 2007, the Company announced that it
      proposes to raise up to $1,260,000 through a non-brokered private
      placement to pursue exploration activities, retirement of certain debts
      and working capital. The private placement will consist of 6 million units
      at $0.21 per unit. Each unit will comprise one share and one warrant, each
      warrant entitling the holder to purchase one share at $0.28 per share for
      2 years.                                                                                                                                                                                                                                                                                                                           
|    |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13. | Supplemental Disclosure with Respect to Cash
      Flow

(23)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

| |  |                                              |  | For the      |  |  | For the      |  |  | For the      | 
| |  | -------------------------------------------- |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |  |                                              |  | year ended   |  |  | year ended   |  |  | year ended   | 
| |  |                                              |  | 30 June 2007 |  |  | 30 June 2006 |  |  | 30 June 2005 | 
| |  |                                              |  | $            |  |  | $            |  |  | $            | 
| |  | Cash paid during the period for interest     |  | 353          |  |  | 1,610        |  |  | 1,355        | 
| |  | Cash paid during the period for income taxes |  | -            |  |  | -            |  |  | -            | 

On 11 August 2006, the Company issued
4,000 common shares valued at $6,000 for the acquisition of mineral properties
(Note 5 and 13).

On 27 November 2006, the Company issued
40,000 common shares valued at $42,000 for the acquisition of mineral properties
(Note 5 and 13).

|14. | Reconciliation of Canadian and United States Generally Accepted Accounting
      Principles
|--- | -------------------------------------------------------------------------------------------

The financial statements of the Company
have been prepared in accordance with Canadian generally accepted accounting
principles (GAAP), which differ in certain material aspects from United States
GAAP. Had the Company prepared the financial statements in accordance with
United States GAAP, certain items on the balance sheets and statements of
operations, deficit and cash flows would have been reported as follows:

| |                                                    |  | 2007     |   |  | 2006       |   |  | 2005       |  
| | -------------------------------------------------- |  | -------- | - |  | ---------- | - |  | ---------- | -
| |                                                    |  | **$**    |   |  | **$**      |   |  | **$**      |  
| | Statement of loss                                  |  |          |   |  |            |   |  |            |  
| |                                                    |  |          |   |  |            |   |  |            |  
| | Net loss for the year based on Canadian            |  |          |   |  |            |   |  |            |  
| | GAAP                                               |  | (288,041 | ) |  | (467,636   | ) |  | (921,040   | )
| | Mineral exploration property costs expensed        |  | (121,597 | ) |  | (1,560,920 | ) |  | (2,572,727 | )
| |                                                    |  |          |   |  |            |   |  |            |  
| | Net loss for the year based on United
      States |  |          |   |  |            |   |  |            |  
| | GAAP                                               |  | (409,638 | ) |  | (2,028,556 | ) |  | (3,493,767 | )
| |                                                    |  |          |   |  |            |   |  |            |  
| | Comprehensive loss for the year based on           |  |          |   |  |            |   |  |            |  
| | United States GAAP                                 |  | (409,638 | ) |  | (2,028,556 | ) |  | (3,493,767 | )
| |                                                    |  |          |   |  |            |   |  |            |  
| | Loss per share, basic and diluted                  |  | (0.11    | ) |  | (0.76      | ) |  | (1.88      | )
| |                                                    |  |          |   |  |            |   |  |            |  
| | Comprehensive loss per share, basic and            |  |          |   |  |            |   |  |            |  
| | diluted                                            |  | (0.11    | ) |  | (0.76      | ) |  | (1.88      | )

(24)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

Balance sheet difference

| |                                             |  | 2007       |   |  | 2006       |   |  | 2005       |  
| | ------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ---------- | -
| |                                             |  | **$**      |   |  | **$**      |   |  | **$**      |  
| | Assets                                      |  |            |   |  |            |   |  |            |  
| |                                             |  |            |   |  |            |   |  |            |  
| | Canadian GAAP                               |  | 5,106,472  |   |  | 5,269,042  |   |  | 3,575,080  |  
| | Mineral property exploration costs expensed |  | (5,002,997 | ) |  | (4,401,820 | ) |  | (2,840,900 | )
| |                                             |  |            |   |  |            |   |  |            |  
| | United States GAAP                          |  | 103,475    |   |  | 867,222    |   |  | 734,180    |  
| |                                             |  |            |   |  |            |   |  |            |  
| | Liabilities                                 |  |            |   |  |            |   |  |            |  
| |                                             |  |            |   |  |            |   |  |            |  
| | Canadian GAAP                               |  | 125,433    |   |  | 47,962     |   |  | 482,778    |  
| |                                             |  |            |   |  |            |   |  |            |  
| | United States GAAP                          |  | 125,433    |   |  | 47,962     |   |  | 482,778    |  
| |                                             |  |            |   |  |            |   |  |            |  
| | Shareholders equity                        |  |            |   |  |            |   |  |            |  
| |                                             |  |            |   |  |            |   |  |            |  
| | Canadian GAAP                               |  | 4,981,039  |   |  | 5,221,080  |   |  | 3,092,302  |  
| | Mineral property exploration costs expensed |  | (5,002,997 | ) |  | (4,401,820 | ) |  | (2,840,900 | )
| |                                             |  |            |   |  |            |   |  |            |  
| | United States GAAP                          |  | 21,958     |   |  | 819,260    |   |  | 251,402    |  
| |                                             |  |            |   |  |            |   |  |            |  
| | United States GAAP                          |  | 103,475    |   |  | 867,222    |   |  | 734,180    |  

(25)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

Statement of cash flow
difference

Under United States GAAP, separate
subtotals within cash flow from operating activities are not presented.

Proceeds from the sale of flow-through
shares are classified as restricted cash until the expenditure actually occurs.
As at 30 June 2007, for United States GAAP purposes, cash of approximately
$350,000 would be classified as restricted (Note 3).

| | i.  | Flow-through shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Flow-through shares are typically issued by Canadian
      Exploration Stage Companies. The flow- through shares permit the investor
      to claim deductions for tax purposes related to expenditures incurred by
      the issuer. The issuer explicitly renounces the right to claim these
      deductions. The investors tax base is reduced by the amount of deductions
      taken.                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | United States GAAP directs that when flow-through shares
      are issued, the proceeds should be allocated between the offering of
      shares and the sale of tax benefits. The allocation is made based on the
      difference between the quoted price of the existing shares and the amount
      the investor pays for the flow-through shares. A liability is recognized
      for this difference. The liability is reversed when tax benefits are
      renounced and a deferred tax liability is recognized at that
  time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | During the year ended 30 June 2007, the Company issued
      Nil (2006  374,445, 2005  62,246) flow-through common shares for total
      proceeds of $Nil (2006  $683,750, 2005  $280,109) respectively. All of
      these amounts related to the year ended 30 June 2007 were renounced to
      respective investors on 31 December 2006.                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ii. | Earnings (loss) per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Under both Canadian and United States GAAP, basic
      earnings (loss) per share is computed by dividing the earnings (loss) to
      common shareholders by the weighted average number of shares outstanding
      during the year. For Canadian reporting purposes, fully diluted earnings
      per share is calculated under the assumption that any convertible notes
      are converted at the date issued, and stock options and warrants are
      exercised at the date of grant.                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Under United States GAAP, diluted earnings per share
      takes into consideration the weighted average number of shares outstanding
      during the year and the potentially dilutive common shares. For the years
      ended 30 June 2007, 2006 and 2005, this calculation proved to be
      anti-dilutive.                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Under United States GAAP, performance-based escrow shares
      are considered to be contingently issuable until the performance criteria
      has been satisfied and as such, the weighted average number of common
      shares outstanding excludes any shares that remain in escrow. The
      Companys escrow shares are not performance-based and therefore no
      adjustments have been made to the calculation of the earnings (loss) per
      share.                                                                     

(26)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

The weighted average number of common
shares outstanding for calculating basic earnings (loss) per share under United
States GAAP for the years ended 30 June 2007, 2006 and 2005 were 3,634,790,
2,678,381 and 1,853,930, respectively. The calculation of diluted earnings per
share for the years ended 30 June 2007, 2006 and 2005 proved to be anti-dilutive
(Note 1, 7 and 12).

| | iii. | Comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      | Statement of Financial Accounting Standard (SFAS) No.
      130, Reporting Comprehensive Income, establishes standards for
      the reporting and display of comprehensive income and its components
      (revenues, expenses, gains, and losses). SFAS No. 130 requires that all
      items that are required to be recognized under accounting standards as
      components of comprehensive income be reported in the financial statements
      for the Company. For the year ended 30 June 2007, there is no difference
      between net loss and comprehensive loss.                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iv.  | Mineral property expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      | Mineral properties are accounted for in accordance with
      Canadian GAAP as discussed in Note 5. For US GAAP purposes, advances for
      future exploration costs, exploration expenditures as well as acquisition
      costs for properties, leases and permits, are expensed as incurred unless
      commercial feasibility is established. Effective 1 July 2004, the Company
      adopted the Emerging Issues Task Force (EITF) 04-2, Whether Mineral
      Rights Are Tangible or Intangible Assetsand as such, acquisition
      costs are considered tangible assets and are capitalized.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | v.   | Accounting for impairment of long-lived assets and for
      long-lived assets to be disposed of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      | For United States reporting purposes, the Company has
      adopted SFAS No. 144, Accounting for the Impairment or Disposal of
      Long-Lived Assets. In the event that facts and circumstances indicate
      that the carrying amount of an asset may not be recoverable and an
      estimate of future and undiscounted cash flows is less than the carrying
      amount of the asset, an impairment loss will be recognized.                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | vi.  | Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      | The Company is exposed to credit losses in the event of
      non-performance by the counter-parties to the financial instruments but
      does not expect any counter-parties to fail to meet their obligations. The
      Company generally does not obtain collateral or other security to support
      financial instruments subject to credit risk, but monitors the credit
      standing of counter-parties.                                                                                                                                                                                      

(27)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

| | vii.  | Asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       | In June 2001, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 143                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       | Accounting for Asset Retirement Obligations.SFAS No. 143, effective for financial statements issued for fiscal
      years beginning after 15 June 2002, is substantially consistent with CICA
      Handbook Section 3110, Asset Retirement Obligations,which is
      effective for fiscal years beginning on or after 1 January 2004. The
      Company adopted CICA 3110 for Canadian GAAP purposes effective 1 December
      2004, and SFAS No. 143 for US GAAP purposes effective 1 December
    2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | viii. | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       | Under United States GAAP, deferred income tax assets and
      liabilities are revalued for all enacted changes in tax rates. Under
      Canadian GAAP, deferred income tax assets and liabilities are revalued for
      all enacted or substantially enacted changes in tax rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ix.   | Recent pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       | In February 2006, the FASB issued SFAS No. 155,
      Accounting for Certain Hybrid Financial Instruments-an amendment of
      FASB Statements No. 133 and 140, to simplify and make more consistent
      the accounting for certain financial instruments. SFAS No. 155 amends SFAS
      No. 133,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       | Accounting for Derivative Instruments and Hedging
      Activities, to permit fair value remeasurement for any hybrid
      financial instrument with an embedded derivative that otherwise would
      require bifurcation, provided that the whole instrument is accounted for
      on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting
      for the Impairment or Disposal of Long-Lived Assets, to allow a
      qualifying special-purpose entity to hold a derivative financial
      instrument that pertains to a beneficial interest other than another
      derivative financial instrument. SFAS No. 155 applies to all financial
      instruments acquired or issued after the beginning of an entitys first
      fiscal year that begins after 14 September 2006, with earlier application
      allowed. This standard is not expected to have a significant effect on the
      Companys future reported financial position or results of
    operations.                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       | In March 2006, the FASB issued SFAS No. 156, Accounting
        for Servicing of Financial Assets, an amendment of FASB Statement No.
        140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities. This statement requires all separately recognized
        servicing assets and servicing liabilities be initially measured at fair
        value, if practicable, and permits for subsequent measurement using either
        fair value measurement with changes in fair value reflected in earnings
        or the amortization and impairment requirements of Statement No. 140.
        The subsequent measurement of separately recognized servicing assets and
        servicing liabilities at fair value eliminates the necessity for entities
        that manage the risks inherent in servicing assets and servicing liabilities
        with derivatives to qualify for hedge accounting treatment and eliminates
        the characterization of declines in fair value as impairments or direct
        write-downs. SFAS No. 156 is effective for an entitys first fiscal
        year beginning after September 15, 2006. This adoption of this statement
        is not expected to have a significant effect on the Companys future
        reported financial position or results of operations.

(28)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

In September 2006, the FASB issued
SFAS No. 157, Fair Value Measures. This Statement defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), expands disclosures about fair value
measurements, and applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 does not require any new fair value
measurements. However, the FASB anticipates that for some entities, the
application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after 15
November 2007, which for the Company would be the first fiscal year beginning 1
January 2008. The Company is currently evaluating the impact of SFAS No. 157 but
does not expect that it will have a material impact on its financial
statements.

In September 2006, the FASB issued
SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and
132(R). SFAS No. 158 requires an employer that sponsors one or more
single-employer defined benefit plans to (a) recognize the overfunded or
underfunded status of a benefit plan in its statement of financial position, (b)
recognize as a component of other comprehensive income, net of tax, the gains or
losses and prior service costs or credits that arise during the period but are
not recognized as components of net periodic benefit cost pursuant to SFAS No.
87, Employers Accounting for Pensions, or SFAS No. 106, Employers
Accounting for Postretirement Benefits Other Than Pensions, (c) measure
defined benefit plan assets and obligations as of the date of the employers
fiscal year-end, and (d) disclose in the notes to financial statements
additional information about certain effects on net periodic benefit cost for
the next fiscal year that arise from delayed recognition of the gains or losses,
prior service costs or credits, and transition asset or obligation. SFAS No. 158
is effective for the Companys fiscal year ending 31 October 2007. The adoption
of SFAS No. 158 is not expected to have a material impact on the Companys
financial position, results of operations or cash flows.

In September 2006, the SEC issued
Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatement in current year
financial statements. SAB No. 108 requires companies to quantify misstatement
using a balance sheet and income statement approach and to evaluate whether
either approach results in quantifying an error that is material in light of
relevant quantitative and qualitative factors. SAB No. 108 is effective for
periods ending after 15 November 2006. The Company is currently evaluating the
impact of adopting SAB No. 108 but does not expect that it will have a material
effect on its financial statements.

In February 2007, the FASB issued SFAS
No. 159, Fair Value Option for Financial Assets and Financial
Liabilities. This Statement permits entities to choose to measure many
financial assets and financial liabilities at fair value. Unrealized gains and
losses on items for which the fair value option has been elected are reported in
earnings. SFAS No. 159 is effective for fiscal years beginning after 15 November
2007. The Company is currently assessing the impact of SFAS No. 159 on its
financial position and results of operations.

(29)

---

|Devonshire Resources Ltd.           
|------------------------------------
|(formerly Ripple Lake Diamonds Inc.)
|(An Exploration Stage Company)      
|Notes to Financial Statements       
|(Expressed in Canadian Dollars)     
|30 June 2007                        

|15. | Restatement of Financial Statements                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | The Companys financial statements as of 30 June 2007 and
      2006, for each of the years ended 30 June 2007 and 2006 and for the period
      from the date of inception on 6 February 2004 through 30 June 2007 have
      been restated to retroactively reflect the consolidation of the Companys
      share capital (Notes 1, 7 and 12).
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | The Companys Reconciliation of Canadian and United
      States Generally Accepted Accounting Principles has been restated to
      provide additional disclosure related to restricted cash (Note
  14).                                                                                                                                       

(30)

---

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Amendment No. 1 to the annual report on its
behalf.

Dated this 6thday of June, 2008.

| | DEVONSHIRE RESOURCES LTD.                
| | -----------------------------------------
| |                                          
| |                                          
| |                                          
| | BY:
      /s/ Timothy Crowhurst          
| | Timothy Crowhurst, President and Director

---