**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**








**[
                X ]**
            **ANNUAL
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**




For
      the
      fiscal year ended   **August
      31, 2006**





**[   
                ]**
            **TRANSITION
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from_________


Commission
      file number  **000-51718**








**GARPA
                RESOURCES, INC.**(Name
                of Small Business Issuer in its
                charter)








Nevada
            20-0716175(State
                or other jurisdiction of incorporation or
                organization)
            (I.R.S. Employer Identification
              No.)620
                - 650 West Georgia Street, Vancouver, British Columbia,Canada
            V6B
                4N9(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      telephone number (604)
      681-0209





Securities
      registered pursuant to Section 12(b) of the Act:


**Title
                of each class**
            **Name
                of each exchange on which registered**None
            N/A








Securities
      registered pursuant to Section 12(g) of the Act:





common
                stock - $0.001 par value(Title
                of Class)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the last 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 [ ]**





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. **[
      X ]**





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


**[  
      ] Yes [ X ] No**








**Page
          - 1**





State
      issuer’s revenues for its most recent fiscal year.   **$0**





State
      the
      aggregate market value of the voting and non-voting common equity held by **non-affiliates** computed
      by reference to the price at which the common equity was sold, or the average
      bid and asked price of such common equity, as of a specified date within the
      past 60 days: **$3,597,750
      as of November 29, 2006 {$1.17 X 3,075,000}**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.





**Class**
            **Outstanding
                at November 30, 2006**common
                stock - $0.001 par value
            5,575,000





Documents
      incorporated by reference:  **None**





Transitional
      Small Business Disclosure Format (Check one): **Yes [ ] No [ x ]**





**Page
          - 2**





**Forward
      Looking Statements**





The
      information in this annual report contains forward-looking statements within
      the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934. These forward-looking statements involve risks
      and uncertainties, including statements regarding Garpa’s capital needs,
      business strategy and expectations. Any statements contained herein that are
      not
      statements of historical facts may be deemed to be forward-looking statements.
      In some cases, you can identify forward-looking statements by terminology such
      as “ *may”* ,
      “ *will”* ,
      “ *should”* ,
      “ *expect”* ,
      “ *plan”* ,
      “ *intend”* ,
      “ *anticipate”* ,
      “ *believe”* ,
      “ *estimate”* ,
      “ *predict”* ,
      “ *potential”* or
“ *continue”* ,
      the
      negative of such terms or other comparable terminology. Actual events or results
      may differ materially. In evaluating these statements, you should consider
      various factors, including the risks outlined from time to time, in other
      reports Garpa files with the Securities and Exchange Commission.





The
      information constitutes forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995. The forward-looking statements
      in this Form 10-KSB for the fiscal year ended August 31, 2006, are subject
      to
      risks and uncertainties that could cause actual results to differ materially
      from the results expressed in or implied by the statements contained in this
      report. As a result, the identification and interpretation of data and other
      information and their use in developing and selecting assumptions from and
      among
      reasonable alternatives requires the exercise of judgment. To the extent that
      the assumed events do not occur, the outcome may vary substantially from
      anticipated or projected results, and accordingly, no opinion is expressed
      on
      the achievability of those forward-looking statements. No assurance can be
      given
      that any of the assumptions relating to the forward-looking statements specified
      in the following information are accurate.





All
      forward-looking statements are made as of the date of filing of this Form 10-KSB
      and Garpa disclaims any obligation to publicly update these statements, or
      disclose any difference between its actual results and those reflected in these
      statements. Garpa may, from time to time, make oral forward-looking statements.
      Garpa strongly advises that the above paragraphs and the risk factors described
      in this Annual Report and in Garpa’s other documents filed with the United
      States Securities and Exchange Commission should be read for a description
      of
      certain factors that could cause the actual results of Garpa to materially
      differ from those in the oral forward-looking statements. Garpa disclaims any
      intention or obligation to update or revise any oral or written forward-looking
      statements whether as a result of new information, future events or otherwise.





**PART
      I**





**Item
      1.**  **Description
      of Business.**





**General**





Garpa
      Resources, Inc. (“ **Garpa** ”)
      is a
      Nevada corporation that was incorporated on February 11, 2004.





Garpa
      maintains its statutory registered agent’s office at 711 S. Carson Street.
      Carson City, Nevada, 89701 and its business office is located at 620 - 650
      West
      Georgia Street, Vancouver, British Columbia, Canada. Garpa’s office telephone
      number is (604) 681-0209.





Garpa
      has
      not been involved in any bankruptcy, receivership or similar proceedings. There
      has been no material reclassification, merger, consolidation or purchase or
      sale
      of a significant amount of assets not in the ordinary course of Garpa’s
      business.





**Business
      of Garpa**





Garpa
      is
      a startup exploration stage company without operations, and is in the business
      of gold exploration. There is no assurance that a commercially viable deposit
      exists on Garpa’s mining claims. Additional exploration will be required before
      a final evaluation as to the economic and legal feasibility of the mining claims
      can be determined.





On
      March
      7, 2005, Garpa acquired two mining claims from an independent prospector named
      Jaroslav Ruza for $10,000. Under the Ontario Mining Act, title to Ontario mining
      claims can only be held by individuals or Canadian corporations. Because of
      this
      regulation, Garpa’s president is holding the mining claims in trust for Garpa
      until Garpa can determine whether there are commercially viable gold deposits
      on
      any of its mining claims. If Garpa determines that there is a commercially
      viable gold deposit on any of its mining claims, Garpa will incorporate a
      Canadian subsidiary to hold title to the mining claims and its president will
      transfer the mining claims to the subsidiary. The transfer will be at no cost
      to
      Garpa, other than the costs associated with the incorporation of the Canadian
      subsidiary.




**Page
          - 3**




The
      mining claims were staked by Jaroslav Ruza on June 9, 2003, and acquired by
      Garpa on March 7, 2005. The mining claims are in the Red Lake Mining District,
      Ontario, Canada. The claim numbers are KRL1248309 and KRL1248362 and are
      adjacent to each other. Each claim is 12 claim units and in the Province of
      Ontario a claim unit equates to approximately 16 hectares. This means that
      the
      total area of the mining claims is 384 hectares or approximately 950
      acres.





The
      only
      known work on the mining claims consists of a ground magnetic survey and a
      soil
      geochemical survey organized by Garpa in May of 2005, which identified a linear
      magnetic low trending across the property. Garpa spent $12,500 on the survey
      which was carried out by SJ Geophysics Ltd. of Delta, British Columbia, Canada
      on Garpa’s behalf.





**Location
      and Means of Access to the Mining Claims**





The
      mining claims are situated in the Red Lake Mining District, northwestern
      Ontario, 25 miles southeast of Red Lake. The claims are located 5 miles
      northeast of Highway 105, which is the Red Lake Highway that connects the Red
      Lake district to the Trans Canada Highway. This junction occurs near Vermillion
      Bay some 70 miles to the south, between Dryden and Kenora. The 950 acre property
      is centered at 50°53' N latitude and 93°22' longitude. Road access is possible
      to Claim KRL1248362 via an old logging road from the Snake Falls road off
      Highway 105. Access to Claim KRL1248309 is possible only on foot or by
      helicopter.





**KRL1248309
      and KRL1248362 Mining Claims Description**





The
      KRL1248309 and KRL1248362 adjacent mining claims are unencumbered and in good
      standing and there are no third party conditions that affect the mining claim
      other than conditions defined by the Province of Ontario as described below.
      The
      mining claims together are an area of 24 units as defined by the Province of
      Ontario, which is equivalent to an area of 950 acres. Garpa has no insurance
      covering the mining claims. Mr. Schellenberg believes that no insurance is
      necessary since the mining claims are unimproved and contain no buildings or
      improvements. The mining claim number, registered owner number, expiry date,
      number of units, and work requirement as typically recorded in the Province
      of
      Ontario is as follows:





Claim
                Number
            Registered
                Owner
            Expiry
                Date
            Number
                of Units
            Work
                RequirementKRL1248309
            Gary
                Schellenberg
            August
                4, 2007
            12
                units
            $4,800KRL1248362
            Gary
                Schellenberg
            August
                4, 2007
            12
                units
            $4,800





The
      KRL1248309 and KRL1248362 mining claims are located in the Red Lake Mining
      Division, Ontario, Canada. Garpa’s consulting geologist has written a report and
      provided Garpa with recommendations of how it should continue to explore its
      mining claims.





There
      is
      no assurance that a commercially viable gold deposit exists on the mining
      claims. Further exploration will be required before an evaluation as to the
      economic feasibility of the mining claims can be determined. It is Garpa’s
      intention to incorporate a Canadian subsidiary and record the deed of ownership
      in the name of its subsidiary if gold is discovered on the mining claims and
      it
      appears that it would be economically viable to commercially mine the mining
      claims. Until Garpa can validate otherwise, the mining claims are without known
      reserves and Garpa has planned a three phase exploration program as recommended
      by its consulting geologist. Garpa has completed Phase Two of this
      program.





**Conditions
      to Retain Title to KRL1248309 and KRL1248362 Mining Claims**





In
      order
      to retain title to the mining claims, Garpa is required to perform exploration
      work of CDN$4,800 on each mining claim for total expenditures of CDN$9,600
      by
      August 4, 2007. Exploration work costs conducted on one claim can be assigned
      to
      the other to keep both claims in good standing as long as CDN$9,600 is spent
      on
      both claims overall.





**History
      of Red Lake and of the KRL1248309 and KRL1248362 Mining Claims
      Area**





The
      following history is summarized from the report prepared by Garpa’s consulting
      geologist, Jim Chapman, dated October 30, 2005, concerning Garpa’s mining claims
      that are situated to the southeast of the Red Lake gold mining camp. The history
      of the Red Lake gold mining camp dates back to 1897 when gold mineralization
      was
      first found on the surface. It was not rich enough to pursue at the time and
      it
      took rumors of a silver occurrence to attract prospectors back in 1922. At
      that
      time, claims were staked and gold rush ensued. By 1929 several gold mines were
      under construction. The 1929 stock market crash dampened exploration but rising
      gold prices prompted a resumption of work by 1931. The early 1940’s saw gold
      producing mines in the area with all activity ceasing in 1943 due to Word War
      II. Activity resumed in 1949 and gold has been mined from the area until present
      day by a number of mining companies.




**Page
          - 4**





Garpa’s
      mining claims are located a distance of approximately 25 miles southeast from
      the operating mine. The potential economic significance of the mining claims
      is
      that according to Garpa’s consulting geologist's report, its mining claims are
      located in an area of historical and ongoing high grade gold production, as
      well
      as historical base metal production from several belts that host numerous mines
      and mineral deposits throughout the Canadian Shield. These facts indicate there
      is potential to locate gold in the area and Garpa’s mining claims have been
      largely unexplored.





Garpa’s
      objective is to conduct exploration activities on its mining claims to assess
      whether the claims have any commercially viable gold deposits. **Until
      Garpa can validate otherwise, the mining claims are without known reserves
      and
      Garpa has planned a three phase program to explore its mining
      claims** .





**Present
      Condition of the KRL1248309 and KRL1248362 Mining Claims**





Neither
      Garpa’s president nor its consulting geologist has been onto the mining claims.
      However, SJ Geophysics Ltd. has been onto the mining claims on Garpa’s behalf in
      order to conduct a ground magnetometer survey from May 21-27, 2005. SJ
      Geophysics reported no problems accessing the mining claims and was able to
      conduct the survey as planned, other than experiencing an equipment malfunction
      during the survey. Satellite imagery available from Google indicates a gently
      sloping treed area with sparse outcropping. There is no equipment,
      infrastructure, or electricity on the mining claims.





**Geology
      of the KRL1248309 and KRL1248362 Mining Claims**





Neither
      Garpa nor its consulting geologist is aware of any current or historical
      geological information with respect to the specific mining claims. Both mining
      claims, according to published regional mapping, appear to be underlain by
      diorite intrusive. A diorite intrusive is an igneous rock formation that has
      the
      potential to contain gold and other valuable minerals. **Until
      Garpa can validate otherwise, the mining claims are without known reserves
      and
      Garpa has planned a three phase program to explore the mining
      claims.** A review
      of available exploration data from public and private sources, in conjunction
      with the planned exploration program, will be required to substantiate an
      interpretation.





**Competitive
      Conditions**





The
      mineral exploration business is an extremely competitive industry. Garpa is
      competing with many other exploration companies looking for minerals. Garpa
      is
      one of the smaller exploration companies and a very small participant in the
      mineral exploration business. Being a junior mineral exploration company, Garpa
      compete with other junior companies for financing and joint venture partners.
      Additionally, Garpa competes for resources such as professional geologists,
      camp
      staff, helicopters and mineral exploration supplies.





**Government
      Approvals and Regulations**





Garpa
      will be required to comply with all regulations defined in the Mineral Act
      for
      the Province of Ontario. The effect of these existing regulations on its
      business is that Garpa is able to carry out its exploration program as it has
      described in this annual report. However, it is possible that a future
      government could change the regulations that could limit Garpa’s ability to
      explore its mining claims, but management believes this is
      unlikely.





**Exploration
      Expenditures**





Garpa
      recognized $32,405 of exploration expenditures on its financial statements
      since
      its inception on February 11, 2004. The $32,405 amount was comprised of work
      performed on the mining claims by SJ Geophysics Ltd. from May 21-27, 2005 and
      May 30 - June 4, 2006. Of this $32,405 the Province of Ontario acknowledge
      the
      receipt of amended work assessment report that consisted of CDN$9,898 of work
      expenditures on November 23, 2006. Once the report is approved the mining claims
      will be kept in good standing until August 4, 2007.





**Costs
      and Effects of Compliance with Environmental Laws**





Garpa
      currently has no costs to comply with environmental laws concerning its
      exploration program.




**Page
          - 5**





**Employees
      and Employment Agreements**





Garpa
      does not have any employees other than Mr. Schellenberg. Garpa intends to retain
      the services of independent geologists and consultants on a contract basis
      to
      conduct the exploration program on its KRL1248309 and KRL1248362 mining
      claims.





**RISK
      FACTORS**





You
      should consider each of the following risk factors and the other information
      in
      this annual report, including Garpa’s financial statements and the related
      notes, in evaluating Garpa’s business and prospects. The risks and uncertainties
      described below are not the only ones that impact on Garpa’s business.
      Additional risks and uncertainties not presently known to Garpa or that Garpa
      currently considers immaterial may also impair its business operations. If
      any
      of the following risks actually occur, Garpa’s business and financial results
      could be harmed. In that case, the trading price of Garpa’s common stock could
      decline.





**1.**
            **If
                Garpa does not obtain additional financing, its business plan will
                fail.**





Garpa’s
                current operating funds are estimated to be sufficient to complete
                Phase
                Two of its planned exploration program on its KRL1248309 and KRL1248362
                mining claims. However, Garpa will need to obtain additional financing
                in
                order to complete its business plan. Garpa’s business plan calls for
                significant expenses in connection with the exploration of its mining
                claims. Garpa has not made arrangements to secure any additional
                financing.





**2.**
            **Garpa’s
                failure to make required work expenditures could cause it to lose
                title to
                the mining claims.**





In
                order to retain title to the mining claims, Garpa is required to
                perform
                exploration work of CDN$4,800 on each mining claim for total expenditures
                of CDN$9,600 by August 4, 2007. If Garpa fails to make and file the
                required expenditures it will lose title to the mining
                claims.





**3.**
            **Because
                Garpa has only recently commenced business operations, it faces a
                high
                risk of business failure and this could result in a total loss of
                your
                investment.**





Garpa
                has not completed exploration of its mining claims, and thus has
                no way to
                evaluate the likelihood whether it will be able to operate its business
                successfully. Garpa was incorporated on February 11, 2004 and to
                date has
                been involved primarily in organizational activities, obtaining financing,
                purchasing its mining claims and, commencing an initial magnetic
                survey on
                its claims. Garpa has not earned any revenues and has never achieved
                profitability as of the date of this annual report. Potential investors
                should be aware of the difficulties normally encountered by new mineral
                exploration companies and the high rate of failure of such enterprises.
                The likelihood of success must be considered in the light of problems,
                expenses, difficulties, complications and delays encountered in connection
                with the exploration of the mineral properties that Garpa plans to
                undertake. These potential problems include, but are not limited
                to,
                unanticipated problems relating to exploration and additional costs
                and
                expenses that may exceed current estimates. Garpa has no history
                upon
                which to base any assumption as to the likelihood that its business
                will
                prove successful, and Garpa can provide no assurance to investors
                that it
                will generate any operating revenues or ever achieve profitable
                operations.





**4.**  **Because
      Garpa has only recently commenced business operations, it expects to incur
      operating losses for the foreseeable future.**





Garpa
                has never earned any revenue and has never been profitable. Prior
                to
                completing exploration on its KRL1248309 and KRL1248362 mining claims,
                Garpa may incur increased operating expenses without realizing any
                revenues from its mining claims causing it to incur operating losses
                for
                the foreseeable future. If Garpa’s operating losses continue for a
                sustained period its business may
                fail.





**5.**
            **If
                Garpa does not find a joint venture partner for the continued development
                of its mining claims, Garpa may not be able to advance exploration
                work.**





If
                the results of Garpa’s Phase Two exploration program are successful, it
                may try to enter a joint venture agreement with a partner for the
                further
                exploration and possible production on its mining claims. Garpa would
                face
                competition from other junior mineral resource exploration companies
                who
                have properties that a potential joint venture partner may deem to
                be
                attractive in terms of potential return and investment cost. In addition,
                if Garpa entered into a joint venture agreement, it would likely
                assign a
                percentage of its interest in its mining claims to the joint venture
                partner. If Garpa is unable to enter into a joint venture agreement
                with a
                partner its business may fail.




**Page
          - 6**





**6.**
            **Because
                of the speculative nature of mineral exploration, there is substantial
                risk that no commercially viable gold deposits will be found on Garpa’s
                mining claims and its business will
                fail.**





Exploration
                for gold is a speculative venture involving substantial risk. Garpa
                can
                provide investors with no assurance that its KRL1248309 and KRL1248362
                mining claims contain commercially viable gold deposits. The exploration
                program that Garpa will conduct on its mining claims may not result
                in the
                discovery of commercially viable gold deposits. Problems such as
                unusual
                and unexpected rock formations and other conditions are involved
                in gold
                exploration often result in unsuccessful exploration efforts. In
                such a
                case, Garpa may be unable to complete its business plan and its business
                may fail.





**7.**
            **Because
                of the inherent dangers involved in gold exploration, there is a
                risk that
                Garpa may incur liability or damages as it conducts its
                business.**





The
                search for gold involves numerous hazards. As a result, Garpa may
                become
                subject to liability for such hazards, including pollution, cave-ins
                and
                other hazards against which it cannot insure or against which it
                may elect
                not to insure. Garpa currently has no such insurance nor does it
                expect to
                get such insurance for the foreseeable future. If a hazard were to
                occur,
                the costs of rectifying the hazard may exceed Garpa’s asset value and
                cause Garpa to liquidate all its assets causing its business to
                fail.





**8.**
            **Because
                access to its mining claims is often restricted by inclement weather,
                Garpa will be delayed in its exploration and any future mining
                efforts.**





Access
                to Garpa’s KRL1248309 and KRL1248362 mining claims is restricted to the
                period between May 1 and November 15 of each year due to snow in
                the area.
                As a result, any attempts to visit, test, or explore the mining claims
                are
                largely limited to these six and a half months of the year when weather
                permits such activities. These limitations can result in significant
                delays in exploration efforts, as well as mining and production if
                commercial amounts of minerals are found. Such delays can result
                in
                Garpa’s inability to meet deadlines for exploration expenditures as
                defined by the Province of Ontario and could cause its business to
                fail
                unless Garpa can meet deadlines.





**9.**
            **As
                Garpa undertakes exploration of its mining claims, Garpa will be
                subject
                to compliance of government regulation that may increase the anticipated
                time and cost of its exploration
                program.**





There
                are several governmental regulations that materially restrict the
                exploration of minerals. Garpa will be subject to the mining laws
                and
                regulations as contained in the Mineral Act of the Province of Ontario
                as
                it carries out its exploration program. Garpa may be required to
                obtain
                work permits, post bonds and perform remediation work for any physical
                disturbance to the land in order to comply with these regulations.
                While
                its planned exploration program budgets for regulatory compliance,
                there
                is a risk that new regulations could increase Garpa’s time and costs of
                doing business and prevent it from carrying out its exploration
                program.





**10.**
            **If
                Garpa does not obtain clear title to the mining claims, its business
                may
                fail.**





Under
                Ontario law, title to Ontario mining claims can only be held by
                individuals or Canadian corporations. Since Garpa is a Nevada corporation
                it is not legally allowed to hold claims in the province of Ontario.
                Garpa’s mining claims are being held in trust for it by its president
                since he is an individual. If Garpa confirms economically viable
                deposits
                of gold on any of its mining claims Garpa will incorporate a Canadian
                subsidiary to hold title the mining claims and its president will
                transfer
                the claim to the subsidiary. Until Garpa can confirm viable gold
                deposits,
                its president is holding the mining claims in trust for Garpa by
                means of
                a trust agreement. However, there could be situations such as the
                death of
                Garpa’s president that could prevent Garpa from obtaining clear title to
                the mining claims. If Garpa is unable to obtain clear title to the
                mining
                claims its business may fail.








**Page
          - 7**











**11.**
            **Because
                market factors in the mining business are out of Garpa’s control, Garpa
                may not be able to market any minerals that may be
                found.**





The
                mining industry, in general, is intensely competitive and Garpa can
                provide no assurance to investors even if gold is discovered that
                a ready
                market will exist from the sale of any gold found. Numerous factors
                beyond
                Garpa’s control may affect the marketability of gold. These factors
                include market fluctuations, the proximity and capacity of natural
                resource markets and processing equipment, government regulations,
                including regulations relating to prices, taxes, royalties, land
                tenure,
                land use, importing and exporting of minerals and environmental
                protection. The exact effect of these factors cannot be accurately
                predicted, but the combination of these factors may result in Garpa
                not
                receiving an adequate return on invested capital and may cause its
                business to fail.





**12.**
            **Because
                Garpa holds a significant portion of its cash reserves in United
                States
                dollars, Garpa may experience weakened purchasing power in Canadian
                dollar
                terms.**





Garpa
                holds a significant portion of its cash reserves in United States
                dollars.
                Due to foreign exchange rate fluctuations, the value of these United
                States dollar reserves can result in both translation gains or losses
                in
                Canadian dollar terms. If there was to be a significant decline in
                the
                United States dollar versus the Canadian Dollar, Garpa’s US dollar
                purchasing power in Canadian dollars would also significantly decline.
                Garpa has not entered into derivative instruments to offset the impact
                of
                foreign exchange fluctuations.





**13.**
            **Garpa’s
                auditors have expressed substantial doubt about Garpa’s ability to
                continue as a going
                concern.**





The
                accompanying financial statements have been prepared assuming that
                Garpa
                will continue as a going concern. As discussed in Note 1 to the financial
                statements, Garpa was recently incorporated on February 11, 2004,
                and does
                not have a history of earnings, and as a result, Garpa’s auditors have
                expressed substantial doubt about its ability to continue as a going
                concern. Continued operations are dependent on Garpa’s ability to complete
                equity or debt financings or generate profitable operations. Such
                financings may not be available or may not be available on reasonable
                terms. Garpa’s financial statements do not include any adjustments that
                may result from the outcome of this
                uncertainty.





**14.**
            **“Penny
                Stock”****rules
                may make buying or selling Garpa’s common stock difficult, and severely
                limit the market and liquidity of the shares of common
                stock.**





Trading
                in Garpa’s common stock is subject to certain regulations adopted by the
                SEC commonly known as the “penny stock” rules. Garpa’s common stock
                qualifies as penny stocks and is covered by Section 15(g) of the
                Securities Exchange Act of 1934, which imposes additional sales practice
                requirements on broker/dealers who sell the common stock in the
                aftermarket. The “penny stock” rules govern how broker-dealers can deal
                with their clients and “penny stocks”. For sales of Garpa’s common stock,
                the broker/dealer must make a special suitability determination and
                receive from you a written agreement prior to making a sale to you.
                The
                additional burdens imposed upon broker-dealers by the “penny stock” rules
                may discourage broker-dealers from effecting transactions in Garpa’s
                common stock, which could severely limit their market price and liquidity
                of its common stock. This could prevent you from reselling your shares
                and
                may cause the price of the common stock to decline. See “Penny Stock
                rules” on page 10 for more details





**Item
      2.**  **Description
      of Property.**





Garpa’s
      executive offices are located at 620 - 650 West Georgia Street, Vancouver,
      British Columbia, Canada, V6B 4N9. Garpa’s President, Gary Schellenberg,
      currently provides this space to Garpa free of charge. This space may not be
      available to Garpa free of charge in the future.





Garpa
      also have two mining claims located in the Red Lake Mining Division, Ontario,
      Canada as described in the section “Business of Garpa” above.





**Item
      3.**  **Legal
      Proceedings.**





Garpa
      is
      not a party to any pending legal proceedings and, to the best of management’s
      knowledge, none of Garpa’s property or assets are the subject of any pending
      legal proceedings.





**Page
          - 8**





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders.**





No
      matter
      was submitted to a vote of security holders, through the solicitation of proxies
      or otherwise, during the fourth quarter of the fiscal year covered by this
      report.





**PART
      II**





**Item
      5.**  **Market
      for Common Equity and Related Stockholder Matters.**





**(a)**  **Market
      Information**





Garpa’s
      common stock has been quoted on the NASD OTC Bulletin Board since April 11,
      2006
      under the symbol “GRPR”. The table below gives the high and low bid information
      for each fiscal quarter Garpa’s common stock has been quoted. The bid
      information was obtained from the Pink Sheets, LLC and reflects inter-dealer
      prices, without retail mark-up, mark-down or commission, and may not represent
      actual transactions.




High
                & Low BidsPeriod
                ended
            High
            Low
            Source27
                November 2006
            $2.50
            $0.51
            Pink
                Sheets, LLC31
                August 2006
            $5.05
            $2.50
            Pink
                Sheets, LLC31
                May 2006
            $4.75
            $0.15
            Pink
                Sheets, LLC





**(b)**  **Holders
      of Record**





Garpa
      has
      26 registered holders of common stock.





**(c)**  **Dividends**





Garpa
      has
      declared no cash dividends on its common stock in fiscal 2006. Garpa has no
      current plans to declare or pay any cash dividend on its common
      stock.





**(d)**  **Recent
      Sales of Unregistered Securities**





There
      have been no sales of unregistered securities within the last three years that
      would be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for the following:





2004
      and
      2005 Sales





As
      of
      August 31, 2005 Garpa sold 5,575,000 shares of unregistered securities. All
      of
      these 5,575,000 shares were acquired from Garpa in private placements that
      were
      exempt from registration under Regulation S of the Securities Act of 1933 and
      were sold to Canadian residents.





The
      shares include the following three offerings:





1.
            On
                March 18, 2004, Garpa issued 2,500,000 shares of common stock at
                a price
                of $0.001 per share for cash proceeds of $2,500 to its President;





2.
            On
                March 15, 2005 Garpa issued 2,500,000 shares of common stock to 10
                non-affiliate Canadian residents at a price of $0.01 per share for
                cash
                proceeds of $25,000; and





3.
            On
                June 30, 2005 Garpa issued 575,000 shares of common stock to 23
                non-affiliate Canadian residents at a price of $0.05 per share for
                cash
                proceeds of $28,750.





With
      respect to all of the above offerings, Garpa completed the offerings of the
      common stock pursuant to Rule 903 of Regulation S of the Securities Act of
      1993
      (the “ **1933
      Act** ”)
      on the
      basis that the sale of the common stock was completed in an “ **offshore
      transaction** ”,
      as
      defined in Rule 902(h) of Regulation S. Garpa did not engage in any directed
      selling efforts, as defined in Regulation S, in the United States in connection
      with the sale of the units. Each subscriber represented to Garpa that the
      subscriber was not a U.S. person, as defined in Regulation S, and was not
      acquiring the shares for the account or benefit of a U.S. person. The
      subscription agreement signed between Garpa and the subscriber included
      statements that the securities had not been registered pursuant to the 1933
      Act
      and that the securities may not be offered or sold in the United States unless
      the securities are registered under the 1933 Act or pursuant to an exemption
      from the 1933 Act. The subscriber agreed by signing the subscription agreement
      for the common stock: (i) to resell the securities purchased only in accordance
      with the provisions of Regulation S, pursuant to registration under the 1933
      Act
      or pursuant to an exemption from registration under the 1933 Act; (ii) that
      Garpa is required to refuse to register any sale of the securities purchased
      unless the transfer is in accordance with the provisions of Regulation S,
      pursuant to registration under the 1933 Act or pursuant to an exemption from
      registration under the 1933 Act; and (iii) not to engage in hedging transactions
      with regards to the securities purchased unless in compliance with the 1933
      Act.
      All securities issued were endorsed with a restrictive legend confirming that
      the securities had been issued pursuant to Regulation S of the 1933 Act and
      could not be resold without registration under the Act or an applicable
      exemption from the registration requirements of the 1933 Act.




**Page
          - 9**





Each
      subscriber was given adequate access to sufficient information about Garpa
      to
      make an informed investment decision. None of the securities were sold through
      an underwriter and accordingly, there were no underwriting discounts or
      commissions involved. No registration rights were granted to any of the
      subscriber.





**(e)**  **Penny
      Stock Rules**





Trading
      in Garpa’s common stock is subject to the “penny stock” rules. The SEC has
      adopted regulations that generally define a penny stock to be any equity
      security that has a market price of less than $5.00 per share, subject to
      certain exceptions. These rules require that any broker-dealer who recommends
      Garpa’s common stock to persons other than prior customers and accredited
      investors, must, prior to the sale, make a special written suitability
      determination for the purchaser and receive the purchaser’s written agreement to
      execute the transaction. Unless an exception is available, the regulations
      require the delivery, prior to any transaction involving a penny stock, of
      a
      disclosure schedule explaining the penny stock market and the risks associated
      with trading in the penny stock market. In addition, broker-dealers must
      disclose commissions payable to both the broker-dealer and the registered
      representative and current quotations for the securities they offer. The
      additional burdens imposed upon broker-dealers by such requirements may
      discourage broker-dealers from effecting transactions in Garpa’s common stock,
      which could severely limit their market price and liquidity of Garpa’s common
      stock.





The
      “penny stock” rules also imposes additional sales practice requirements on
      broker/dealers who sell penny stock. These rules require a one page summary
      of
      certain essential items. The items include the risk of investing in penny stocks
      in both public offerings and secondary marketing; terms important to in
      understanding of the function of the penny stock market, such as “bid” and
“offer” quotes, a dealers “spread” and broker/dealer compensation; the
      broker/dealer compensation, the broker/dealers duties to its customers,
      including the disclosures required by any other penny stock disclosure rules;
      the customers rights and remedies in causes of fraud in penny stock
      transactions; and, the NASD’s toll free telephone number and the central number
      of the North American Administrators Association, for information on the
      disciplinary history of broker/dealers and their associated
      persons.





**Item
      6.**  **Management’s
      Discussion and Analysis.**





THE
      FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF GARPA
      RESOURCES, INC. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL
      STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.





**Plan
      of Operation**





**Exploration
      Plan**





Garpa’s
      plan of operations for the next twelve months is to complete the following
      objectives within the time periods specified, subject to Garpa obtaining any
      additional funding necessary for the continued exploration of our KRL1248309
      and
      KRL1248362 mining claims. The following is a brief summary of Garpa’s phase
      three exploration program:





The
      soil
      samples that were collected in the 2006 exploration program will be sent for
      analysis. In addition, geological mapping and rock geochemistry survey will
      be
      conducted on the property to further assess the magnetic lineation that was
      discovered in the geophysical survey. If Garpa is able to confirm elevated
      metal
      values at specific targets via geophysical surveying and sampling Garpa would
      conduct a trenching program in an effort to determine the source of the elevated
      metal values. If Garpa is successful in determining the source of the elevated
      metal values Garpa would then plan for joint venture discussions with a major
      resource company.




**Page
          - 10**





As
      at
      August 31, 2006, Garpa had a cash balance of $9,824. Garpa does not have enough
      cash on hand to complete its Phase Three exploration program and will have
      to
      raise additional funds starting in January 2007 so that Phase Three exploration
      could commence in May 2007.





During
      the next 12 months, Garpa does not anticipate generating any revenue. Management
      anticipates that any additional funding will come from equity financing from
      the
      sale of Garpa’s common stock or sale of part of its interest in the KRL1248309
      and KRL1248362 mining claims. If Garpa is successful in completing an equity
      financing, existing shareholders will experience dilution of their interest
      in
      Garpa. Garpa does not have any financing arranged and cannot provide investors
      with any assurance that it will be able to raise sufficient funding from the
      sale of its common stock to support its working capital requirements. In the
      absence of such financing, Garpa’s business will fail.





Garpa
      may
      consider entering into a joint venture partnership by linking with a major
      resource company to provide the required funding to complete its Phase Three
      exploration program. Garpa has not undertaken any efforts to locate a joint
      venture partner for Phase Three. If Garpa enters into a joint venture
      arrangement, it will assign a percentage of its interest its mining claims
      to
      the joint venture partner.





**Phase
      Two Exploration Cost Review**




Geochemical analysis:
            CDN$4,500Geological Mapping
            $6,550Trenching
            $18,000Report
            $4,000Contingencies
            $3,000Total$36,050





**Accounting
      and Audit Plan**





Garpa
      intends to continue to have its outside consultant assist in the preparation
      of
      its quarterly and annual financial statements and have these financial
      statements reviewed or audited by its independent auditor. Garpa’s outside
      consultant charges approximately $1,000 to prepare Garpa’s quarterly financial
      statements and approximately $1,250 to prepare its annual financial statements.
      Garpa’s independent auditor charges approximately $1,250 to review Garpa’s
      quarterly financial statements and approximately $5,000 to audit its annual
      financial statements. In the next twelve months, management anticipates spending
      approximately $12,000 to pay for its accounting and audit
      requirements.





**Results
      of Operation**





Garpa
      has
      had no operating revenues since its inception on February 11, 2004, through
      to
      August 31, 2006. Garpa’s activities have been financed from the proceeds of
      share subscriptions. From its inception, on February 11, 2004, to August 31,
      2006 Garpa has raised a total of $56,250 from private offerings of its common
      stock.





For
      the
      period from inception on February 11, 2004, to August 31, 2006, we incurred
      total expenses of $74,680. These expenses included $32,405 in mineral property
      costs represented by the cost charged to operations for the acquisition of
      the
      KRL1248309 and KRL1248362 mining claims and Garpa’s Phase One exploration
      program. Garpa incurred $18,275 in professional fees. Garpa also expensed a
      total of $15,000 for donated services and $7,500 for donated rent both provided
      by its president. Garpa had general and administrative expenses of
      $1,500.





For
      the
      year ended August 31, 2006, Garpa incurred total expenses of $33,463. These
      expenses included $9,879 in mineral property costs represented by the cost
      charged to operations for the acquisition of the KRL1248309 and KRL1248362
      mining claims and Garpa’s Phase One exploration program. Garpa incurred $13,525
      in professional fees during the period. Garpa also expensed a total of $6,000
      for donated services and $3,000 in donated rent both provided by its president.
      Garpa had general and administrative expenses of $1,059.





For
      the
      year ended August 31, 2005, Garpa incurred total expenses of $35,319. These
      expenses included $22,500 in mineral property costs represented by the cost
      charged to operations for the acquisition of the KRL1248309 and KRL1248362
      mining claims and Garpa’s Phase One exploration program. Garpa incurred $3,500
      in professional fees during the period. Garpa also expensed a total of $6,000
      for donated services and $3,000 in donated rent both provided by its president.
      Garpa had general and administrative expenses of $319.





**Page
          - 11**





**Liquidity
      and Capital Resources**





Garpa
      had
      working capital of $4,070 as of August 31, 2006, compared with $28,533 as of
      August 31, 2005.





There
      are
      no assurances that Garpa will be able to achieve further sales of its common
      stock or any other form of additional financing. If Garpa is unable to achieve
      the financing necessary to continue its plan of operations, then Garpa will
      not
      be able to continue its exploration of the KRL1248309 and KRL1248362 mining
      claims and its business will fail.





Management
      believes that Garpa’s current cash will be sufficient to fully finance its
      operations at current and planned levels through February, 2007. Management
      intends to manage Garpa’s expenses and payments to preserve cash until Garpa is
      profitable, otherwise additional financing must be arranged. Specifically such
      cash management actions include donation of rent and services by Garpa’s
      directors and officers.





For
      the
      fiscal year ended August 31, 2006, net cash used in operating activities
      decreased to $(24,025) compared with $(22,819) for the previous fiscal year.
      Net
      cash provided by financing activities decreased to $52 for the fiscal year
      ended
      August 31, 2006 as compared with $53,698 for the previous fiscal
      year.





**Off-balance
      Sheet Arrangements**





Garpa
      has
      no off-balance sheet arrangements including arrangements that would affect
      its
      liquidity, capital resources, market risk support and credit risk support or
      other benefits.





**Internal
      and External Sources of Liquidity**





Garpa’s
      internal sources of liquidity will be loans that may be available to Garpa
      from
      management. In the president has loaned Garpa funds and donated services and
      rent. Though Garpa has no written arrangements with its president Garpa expects
      that the president will provide Garpa with internal sources of liquidity if
      it
      is required.





If
      required, Garpa’s external sources of liquidity will be private placements for
      equity conducted outside the United States. Garpa has not completed any
      definitive arrangements for any external sources of liquidity.





**Material
      Commitments for Capital Expenditures**





Garpa
      had
      no contingencies or long-term commitments at August 31, 2006.





**Overview
      and Anticipated Expenses**





Garpa
      intends to continue to have its outside consultant assist in the preparation
      of
      its quarterly and annual financial statements and have these financial
      statements reviewed or audited by its independent auditor. Garpa’s outside
      consultant charges approximately $1,000 to prepare Garpa’s quarterly financial
      statements and approximately $1,250 to prepare its annual financial statements.
      Garpa’s independent auditor charges approximately $1,250 to review Garpa’s
      quarterly financial statements and approximately $5,000 to audit its annual
      financial statements. In the next twelve months, management anticipates spending
      approximately $12,000 to pay for its accounting and audit
      requirements.





Garpa
      intends to implement its Phase Three exploration program in the Spring or Summer
      of 2007 at a cost of $36,000. Garpa’s president is currently handling all
      aspects of Garpa’s business operations.





**Critical
      Accounting Policies**





Garpa’s
      financial statements and accompanying notes are prepared in accordance with
      generally accepted accounting principles in the United States. Preparing
      financial statements requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities, revenue, and expenses.
      These
      estimates and assumptions are affected by management’s application of accounting
      policies. Management believes that understanding the basis and nature of the
      estimates and assumptions involved with the following aspects of our financial
      statements is critical to an understanding of Garpa’s financial
      statements.





*Use
      of Estimates*


The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amount of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.




**Page
          - 12**





*Basic
      and Diluted Net Income (Loss) Per Share*


Garpa
      computed net income (loss) per share in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 128, “Earnings per Share”. SFAS No. 128
      requires presentation of both basic and diluted earnings per share (EPS) on
      the
      face of the income statement. Basic EPS is computed by dividing net income
      (loss) available to common shareholders (numerator) by the weighted average
      number of shares outstanding (denominator) during the period. Diluted EPS gives
      effect to all dilutive potential common shares outstanding during the period
      using the treasury stock method and convertible preferred stock using the
      if-converted method. In computing Diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti dilutive. **





*Cash
      and Cash Equivalents*


Garpa
      considers all highly liquid instruments with maturity of three months or less
      at
      the time of issuance to be cash equivalents.





*Mineral
      Properties*


Cost
      of
      license acquisition, exploration, carrying and retaining unproven mineral lease
      properties are expensed as incurred.





*Financial
      Instruments*


Garpa’s
      financial instruments consist of cash, accounts payable and accrued liabilities,
      notes payable and due to related parties. Unless otherwise noted, it is
      management's opinion that Garpa is not exposed to significant interest, currency
      or credit risks arising from these financial instruments. Because of the short
      maturity of such assets and liabilities the fair value of these financial
      instruments approximate their carrying values, unless otherwise
      noted .





**Item
      7.**  **Financial
      Statements**





See
      audited financial statements for the period ended August 31, 2006 attached
      as an
      Exhibit to this Form 10-KSB.





**Item
      8.**  **Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





There
      are
      no changes in and disagreements with Garpa’s accountants on accounting and
      financial disclosure. Garpa’s
      Independent Registered Public Accounting Firm from inception to the current
      date
      is Manning
      Elliott LLP, Chartered Accountants, 1100 - 1050 West Pender Street, Vancouver,
      British Columbia, V6E 3S7, Canada .





**Item
      8A. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Gary
      Schellenberg, Garpa’s Chief Executive Officer and Chief Financial Officer, has
      evaluated the effectiveness of Garpa’s disclosure controls and procedures (as
      such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange
      Act of 1934 (the “Exchange Act” )) as of the end of the period covered by this
      annual report (the “Evaluation Date”). Based on such evaluation, Mr.
      Schellenberg has concluded that, as of the Evaluation Date, Garpa’s disclosure
      controls and procedures are effective in alerting Garpa on a timely basis to
      material information required to be included in its reports filed or submitted
      under the Exchange Act.





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      Garpa’s internal controls or, to Garpa’s knowledge, in other factors that have
      materially affected, or are reasonably likely to materially affect, these
      controls and procedures subsequent to the date Garpa carried out this
      evaluation.





**Item
      8B. Other Information**





During
      the fourth quarter of the year covered by this Form 10-KSB, Garpa had no
      information to be disclosed as required on a Form 8-K that was not
      disclosed.




**Page
          - 13**





**PART
      III**





**Item
      9.**  **Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a)
      of the Exchange Act.**





**(a)**  **Identify
      Directors and Executive Officers**





The
      directors named below will serve until the next annual meeting of the
      stockholders. Thereafter, directors will be elected for one-year terms at the
      annual stockholders' meeting. Officers will hold their positions at the
      discretion of the board of directors, absent any employment agreement, of which
      none currently exists or is contemplated. There is no arrangement or
      understanding between the directors and officers and any other person pursuant
      to which any director or officer was to be selected as a director or officer.





The
      names, addresses, ages and positions of Garpa’s present officers and directors
      are set forth below:





**Name
                and Address**
            **Age**
            **Positions****Gary
                Schellenberg**
              620
                - 650 West Georgia Street
              Vancouver,
                British Columbia
              V6B
                4N9 Canada
            48
            President,
                Chief Financial Officer, Corporate Secretary, Treasurer and
                Director





*Gary
      Schellenberg* ●
Mr.
      Schellenberg (48 years old) has been
      the sole director and sole officer of Garpa since February 11, 2004. Mr.
      Schellenberg is active in three other public companies on the TSX Venture
      Exchange in Canada and one private company. Mr. Schellenberg commits
      approximately ten hours per week of his time to Garpa’s business. Mr.
      Schellenberg graduated from the University of British Columbia in 1981 and
      acquired a Bachelors of Science in Geology.





Mr.
      Schellenberg is involved in the following three public companies that are
      actively listed on the on the TSX Venture Exchange in Canada. Mr. Schellenberg
      acts a Director and President of TNR Gold Corp and has done so since August
      1990. At TNR Gold, Mr. Schellenberg is responsible for overseeing all business
      operations. TNR Gold has several exploration projects with two in Alaska and
      twelve in Argentina. Additionally, Mr. Schellenberg acts as a Director of Argent
      Resources Ltd. and has done so since November 1997. Argent Resources has two
      exploration projects in Canada. Finally, Mr. Schellenberg acts as a Director
      of
      New Word Resources Corp. and has done so since March 2003. New World has two
      exploration projects with one in Mexico and the other in Canada.





Mr.
      Schellenberg is also the Founder, Director and President of Coast Mountain
      Geological Ltd and has been involved with Coast Mountain since April 1987.
      At
      Coast Mountain, Mr. Schellenberg is responsible for overseeing all business
      operations. Coast Mountain supplies exploration and geological consulting
      services for its clients. These clients are generally exploration companies
      searching for valuable minerals at various locations around the
      world.





During
      the last five years, Mr. Schellenberg was also a Director and President of
      Secureview Systems Inc. (formerly International Comstock Exploration Ltd.)
      from
      December 1997 to August 2003. At International Comstock, Mr. Schellenberg was
      responsible for overseeing all business operations. International Comstock
      had
      one exploration project in Canada and was not successful in locating a
      commercially viable mineral property.





**(b)**  **Identify
      Significant Employees**





Garpa
      does not have any significant employees other than Gary Schellenberg. For its
      accounting, Garpa utilizes the consulting services of Lancaster & David,
      Chartered Accountants of Vancouver, Canada to assist in the preparation of
      its
      financial statements in accordance with accounting principles generally accepted
      in the United States from its internal accounting data.





**(c)**  **Family
      Relationships**





There
      are
      no family relationships among the directors, executive officers or persons
      nominated or chosen by Garpa to become directors or executive
      officers.





**Page
          - 14**




**(d)**  **Involvement
      in Certain Legal Proceedings**





(1)
            No
                bankruptcy petition has been filed by or against any business of
                which any
                director was a general partner or executive officer either at the
                time of
                the bankruptcy or within two years prior to that
                time.





(2)
            No
                director has been convicted in a criminal proceeding and is not subject
                to
                a pending criminal proceeding (excluding traffic violations and other
                minor offences).





(3)
            No
                director has been subject to any order, judgement, or decree, not
                subsequently reversed, suspended or vacated, of any court of competent
                jurisdiction, permanently or temporarily enjoining, barring, suspending
                or
                otherwise limiting his involvement in any type of business, securities
                or
                banking activities.





(4)
            No
                director has been found by a court of competent jurisdiction (in
                a civil
                action), the Securities Exchange Commission or the Commodity Futures
                Trading Commission to have violated a federal or state securities
                or
                commodities law, that has not been reversed, suspended, or
                vacated.





**(e)**  **Compliance
      with Section 16(a) of the Exchange Act.**





All
      reports were filed with the SEC on a timely basis and Garpa is not aware of
      any
      failures to file a required report during the period covered by this annual
      report.





**(f)**  **Audit
      Committee Financial Expert**





Garpa
      does not have a financial expert serving on an audit committee. Garpa utilizes
      its consulting accountants Lancaster & David to assist in the preparation of
      its financial statements in accordance with generally accepted accounting
      principles (“GAAP”) from its bank statements and invoices. Garpa does not have
      an audit committee at this time because Garpa is a start-up exploration company
      and has no revenue.





**(g)**  **Identification
      of Audit Committee**





Garpa
      does not have a separately-designated standing audit committee. Rather, Garpa’s
      audit committee is comprised of its board of directors. However, none of the
      members of the audit committee meet the independent requirements for an audit
      committee member. Garpa’s audit committee is responsible for: (1) selection and
      oversight of Garpa’s independent accountant; (2) establishing procedures for the
      receipt, retention and treatment of complaints regarding accounting, internal
      controls and auditing matters; (3) establishing procedures for the confidential,
      anonymous submission by Garpa’s employees of concerns regarding accounting and
      auditing matters; (4) engaging outside advisors; and, (5) funding for the
      outside auditory and any outside advisors engagement by the audit committee.





**(h)**  **Code
      of Ethics**





Garpa
      has
      adopted a code of ethics that applies to all its executive officers and
      employees, including its CEO and CFO. See Exhibit 14 - Code of Ethics for more
      information. Garpa undertakes to provide any person with a copy of its code
      of
      ethics free of charge. Please contact Gary Schellenberg at 604-681-0209 to
      request a copy of Garpa’s code of ethics. Management believes Garpa’s code of
      ethics is reasonably designed to deter wrongdoing and promote honest and ethical
      conduct; provide full, fair, accurate, timely and understandable disclosure
      in
      public reports; comply with applicable laws; ensure prompt internal reporting
      of
      code violations; and provide accountability for adherence to the
      code.





**Page
          - 15**




**Item
      10. Executive Compensation.**





**SUMMARY
      COMPENSATION TABLE**





Long-term
                compensation***Annual
                compensation***
            ***Awards***
            ***Payouts***Name
                and principal position
              (a)
            Year
              (b)
            Salary
              ($)
              (c)
            Bonus
              ($)
              (d)
            Other
                annual compen-sation
              ($)
              (e)
            Restricted
                stock awards
              ($)
              (f)
            Securities
                underlying options/
              SARs
              (#)
              (g)
            LTIP
                Payouts
              ($)
              (h)
            All
                other compen-sation
              ($)
              (i)**Gary
                Schellenberg**
              President,
                CFO and Director
              Feb
                2004 to present
            2004
              2005
              2006
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil





Garpa
      has
      no standard arrangements such as an active employment or consulting contract
      in
      regards to compensating Gary Schellenberg for his services to Garpa. Garpa
      provides no pension plan for Mr. Schellenberg. Mr. Schellenberg will not be
      reimbursed for past services. Mr. Schellenberg will not receive any monthly,
      annual or long-term compensation. Garpa has no policy to compensate its
      directors for director services such as committee participation or special
      assignments. Garpa has no other arrangements with its directors.





**Item
      11. Security Ownership of Certain Beneficial Holders and
      Management.**





**Security
      Ownership of Certain Beneficial Owners (more than 5%)**





The
      following table sets forth, as of the date of this annual report, the total
      number of common shares owned beneficially by Garpa’s sole director, officer and
      key employee, individually and as a group, and the present owners of 5% or
      more
      of Garpa’s total outstanding common shares. The stockholder listed below has
      direct ownership of his shares and possesses sole voting and dispositive power
      with respect to the shares.





**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of Beneficial Owner**[1]
            **Percent**
              **of
                Class**[2]common
                stock
            **Gary
                Schellenberg**
              620
                - 650 West Georgia Street
              Vancouver,
                British Columbia
              V6B
                4N9 Canada
            2,500,000
            44.8%


[1] The
      listed beneficial owner has no right to acquire any shares within 60 days of
      the
      date of this Form 10-KSB from options, warrants, rights, conversion privileges
      or similar obligations excepted as otherwise noted.


[2] Based
      on
      5,575,000 shares of common stock issued and outstanding as of November 30,
      2006.




**Security
      Ownership of Management**







**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of Beneficial Owner**
            **Percent**
              **of
                Class**[1]common
                stock
            **Gary
                Schellenberg**
              620
                - 650 West Georgia Street
              Vancouver,
                British Columbia
              V6B
                4N9 Canada
            2,500,000
            44.8%common
                stock
            Directors
                and Executive Officers as a group
            2,500,000
            44.8%


[1] Based
      on
      5,575,000 shares of common stock issued and outstanding as of November 30,
      2006.




**Page
          - 16**





**Changes
      in Control**





Garpa
      is
      not aware of any arrangement that may result in a change in control of
      Garpa.





**Item
      12. Certain Relationships and Related Transactions.**





**(a)**  **Relationships
      with Insiders**





During
      the last two fiscal years, no director, executive officer or security holder
      has
      had any direct or indirect material interest in any transaction or a series
      of
      similar transactions that exceeded $60,000 to which Garpa was a
      party.





**(b)**  **Transactions
      with Promoters**





Gary
      Schellenberg is the sole promoter of Garpa. Mr. Schellenberg is the only person
      who has taken an initiative in founding and organizing its current business.
      Mr.
      Schellenberg has not received anything of value from Garpa nor is Mr.
      Schellenberg entitled to receive anything of value from Garpa for services
      provided as a promoter.





**Item
      13. Exhibits.**





**(a)**  **Index
      to and Description of Exhibits.**





**Exhibit**
            **Description**
            **Status****Exhibit
                A**
            Audited
                Financial Statements as of August 31, 2006 and for the period February
                11,
                2004 to August 31, 2006.
            Included**3.1**
            Articles
                of Incorporation of Garpa Resources, Inc., filed as an Exhibit to
                Garpa’s
                Form SB-2 filed on November 21, 2005 and incorporated herein by
                reference.
            Filed**3.2**
            By-Laws
                of Garpa Resources, Inc., filed as an Exhibit to Garpa’s Form SB-2 filed
                on November 21, 2005 and incorporated herein by reference.
            Filed**10.1**
            Property
                Agreement dated March 7, 2005 between Garpa Resources, Inc. and Jaroslav
                Ruza, filed as an Exhibit to Garpa’s Form SB-2 filed on March 5, 2004 and
                incorporated herein by reference.
            Filed**10.2**
            Trust
                Agreement dated March 7, 2005 between Garpa Resources, Inc. and Gary
                Schellenberg, filed as an Exhibit to Garpa’s Form SB-2 filed on February
                4, 2005 and incorporated herein by reference.
            Filed**14**
            Code
                of Ethics, filed as an Exhibit to Garpa’s Form SB-2 filed on November 21,
                2005 and incorporated herein by reference.
            Filed**31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            Included





**Item
      14.   Principal Accounting Fees and Services**




**(1)
        Audit Fees and Related Fees**






The
      aggregate fees billed for each of the last two fiscal years for professional
      services rendered by the principal accountant for Garpa’s audit of annual
      financial statements and for review of financial statements included in Garpa’s
      Form 10-QSB’s or services that are normally provided by the accountant in
      connection with statutory and regulatory filings or engagements for those fiscal
      years was:




2006
      -
      $8,570 - Manning Elliot - Chartered Accountants


2005
      -
      $5,000 - Manning Elliot - Chartered Accountants





**Page
          - 17**




**(2)
      Audit-Related Fees**





The
      aggregate fees billed in each of the last two fiscal years for assurance and
      related services by the principal accountants that are reasonably related to
      the
      performance of the audit or review of Garpa’s financial statements and are not
      reported in the preceding paragraph:





2006
      -
      $nil


2005
      -
      $nil




**(3)
        Tax Fees**




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




2006
      -
      $nil


2005
      -
      $nil





**(4)
        All Other Fees**




The
      aggregate fees billed in each of the last two fiscal years for the products
      and
      services provided by the principal accountant, other than the services reported
      in paragraphs (1) and (2) was:




2006
      -
      $nil


2005
      -
      $nil




**(5)**  Garpa’s
      audit committee’s pre-approval policies and procedures described in paragraph
      (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
      pre-approve all accounting related activities prior to the performance of any
      services by any accountant or auditor.




**(6)**  The
      percentage of hours expended on the principal accountant’s engagement to audit
      Garpa’s financial statements for the most recent fiscal year that were
      attributed to work performed by persons other than the principal accountant’s
      full time, permanent employees was nil.




**Page
          - 18**





**SIGNATURES**








In
      accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934,
      Garpa Resources, Inc. has caused this report to be signed on its behalf by
      the
      undersigned duly authorized person.








**GARPA
      RESOURCES, INC.**




*/s/
      Gary Schellenberg*


By :      ******


Name:  **Gary
      Schellenberg**


Title **:**  **Director
      and CEO**


Dated:  **December
      11, 2006**








Pursuant
      to the requirements of the Securities Exchange Act of 1934, the following
      persons on behalf of Garpa Resources, Inc. and in the capacities and on the
      dates indicated have signed this report below.








**Signature**
            **Title**
            **Date***/s/
                Gary Schellenberg*
            President,
                Principal Executive Officer,
              Chief
                Financial Officer
              and
                sole member of the Board of Directors
            December
                11, 2006








**Page
          - 19**










**Exhibit
      31**













**Page
          - 20**




**GARPA
      RESOURCES, INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Gary
      Schellenberg, certify that:




1.
 
      I have reviewed this annual report on Form 10-KSB of Garpa Resources, Inc.;




2.
      Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      December 11, 2006






*/s/
      Gary Schellenberg*


Gary
      Schellenberg


Principal
      Executive Officer







**Page
          - 21**




**GARPA
      RESOURCES, INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Gary
      Schellenberg, certify that:




1.
 
      I have reviewed this annual report on Form 10-KSB of Garpa Resources, Inc.;




2.
      Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      December 11, 2006




*/s/
      Gary Schellenberg*


Gary
      Schellenberg


Chief
      Financial Officer




**Page
          - 22**












**Exhibit
      32**













**Page
          - 23**




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**






In
      connection with the Annual Report of Garpa Resources, Inc. (“Garpa”) on Form
      10-KSB for the period ending August 31, 2006 as filed with the Securities and
      Exchange Commission on the date hereof (the “Report”), I, Gary Schellenberg,
      President and Principal Executive Officer of Garpa and a member of the Board
      of
      Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of the Company.








*/s/
      Gary Schellenberg*


Gary
      Schellenberg


Principal
      Executive Officer




December
      11, 2006




**Page
          - 24**




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**






In
      connection with the Annual Report of Garpa Resources, Inc. (“Garpa”) on Form
      10-KSB for the period ending August 31, 2006 as filed with the Securities and
      Exchange Commission on the date hereof (the “Report”), I, Gary Schellenberg,
      Chief Financial Officer of Garpa and a member of the Board of Directors,
      certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of the Company.






*/s/
      Gary Schellenberg*


Gary
      Schellenberg


Chief
      Financial Officer






December
      11, 2006







**Page
          - 25**










**Exhibit
      A**













**Page
          - 26**








Garpa
      Resources Inc.


(An
      Exploration Stage Company)





August
      31, 2006







Report
      of Independent Registered Public Accounting
      Firm





Balance
      Sheets





Statements
      of Operations





Statements
      of Cash Flows





Statements
      of Stockholders’ Equity





Notes
      to the Financial Statements










**Page
          - 27**














Report
      of Independent Registered Public Accounting Firm





To
      the Board of Directors and Stockholders of


Garpa
      Resources Inc. (An Exploration Stage Company)





We
      have
      audited the accompanying balance sheets of Garpa Resources Inc. (An Exploration
      Stage Company) as of August 31, 2006 and 2005 and the related statements of
      operations, cash flows and stockholders’ equity for the years then ended and
      accumulated from February 11, 2004 (Date of Inception) to August 31, 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 the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Garpa Resources Inc. (An
      Exploration Stage Company) as of August 31, 2006 and 2005, and the results
      of
      its operations and its cash flows for the years then ended and accumulated
      from
      February 11, 2004 (Date of Inception) to August 31, 2006, in conformity with
      accounting principles generally accepted in the United States.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company has not generated any revenues and has incurred losses from
      operations since inception. These factors raise substantial doubt about the
      Company’s ability to continue as a going concern. Management’s plans in regard
      to these matters are also discussed in Note 1. The financial statements do
      not
      include any adjustments that might result from the outcome of this
      uncertainty.






/s/
      MANNING ELLIOTT LLP






CHARTERED
      ACCOUNTANTS




Vancouver,
      Canada




November
      16, 2006





**Page
          - 28**





Garpa
      Resources Inc.


(An
      Exploration Stage Company)


Balance
      Sheets


(Expressed
      in U.S. dollars)








August
                31,
              2006
              $
            
            
            August
                31,
              2005
              $ASSETSCurrent
                AssetsCash
            
            9,284
            
            
            33,257Due
                from related party
            
            -
            
            
            52Total
                Assets
            
            9,284
            
            
            33,309LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccounts
                payable
            
            2,458
            
            
            26Accrued
                liabilities
            
            2,756
            
            
            4,750Total
                Liabilities
            
            5,214
            
            
            4,776Contingencies
                and Commitments (Notes 1 and 4)Stockholders’
                EquityCommon
                Stock, 75,000,000 shares authorized, $0.001 par value;
              5,575,000
                shares issued and outstanding
            
            5,575
            
            
            5,575Additional
                Paid-in Capital
            
            50,675
            
            
            50,675Donated
                Capital (Note 3)
            
            22,500
            
            
            13,500Deficit
                Accumulated During the Exploration Stage
            
            (74,680
            )
            
            (41,217
            )Total
                Stockholders’ Equity
            
            4,070
            
            
            28,533Total
                Liabilities and Stockholders’ Equity
            
            9,284
            
            
            33,309





(The
      accompanying notes are an integral part of these financial
      statements.)







**Page
            - 29**





Garpa
      Resources Inc.


(An
      Exploration Stage Company)


Statements
      of Operations


(Expressed
      in U.S. dollars)








Accumulated
              From
              February
                11, 2004 (Date of Inception)
            
            
            For
                the Year
              Ended
              August
                31,
            
            
            For
                the Year
              Ended
              August
                31,to
                August 31,2006
            
            
            2006
            
            
            2005$
            
            
            $
            
            
            $Revenue
            
            
            -
            
            
            -
            
            
            -ExpensesDonated
                rent (Note 3)
            
            
            7,500
            
            
            3,000
            
            
            3,000Donated
                services (Note 3)
            
            
            15,000
            
            
            6,000
            
            
            6,000General
                and administrative
            
            
            1,500
            
            
            1,059
            
            
            319Mineral
                property costs
            
            
            32,405
            
            
            9,879
            
            
            22,500Professional
                fees
            
            
            18,275
            
            
            13,525
            
            
            3,500Total
                Expenses
            
            
            74,680
            
            
            33,463
            
            
            35,319Net
                Loss
            
            
            (74,680
            )
            
            (33,463
            )
            
            (35,319
            )Net
                Loss Per Share - Basic and Diluted
            
            
            
            
            
            (0.01
            )
            
            (0.01
            )Weighted
                Average Shares Outstanding
            
            
            
            
            
            5,575,000
            
            
            3,755,000





(The
      accompanying notes are an integral part of these
      financial statements.)


**Page
            - 30**





Garpa
      Resources Inc.


(An
      Exploration Stage Company)


Statements
      of Cash Flows


(Expressed
      in U.S. dollars)





Accumulated
              From
              February
                11, 2004 (Date of Inception)
              to
                August 31,
            
            
            For
                the Year
              Ended
              August
                31,
            
            
            For
                the Year
              Ended
              August
                31,2006
            
            
            2006
            
            
            2005$
            
            
            $
            
            
            $Operating
                ActivitiesNet
                loss
            
            
            (74,680
            )
            
            (33,463
            )
            
            (35,319
            )Adjustment
                to reconcile net loss to net cash provided by
                operating activities:Donated
                services and rent
            
            
            22,500
            
            
            9,000
            
            
            9,000Change
                in operating assets and liabilities:Accounts
                payable and accrued liabilities
            
            
            5,214
            
            
            438
            
            
            3,500Net
                Cash Used in Operating Activities
            
            
            (46,966
            )
            
            (24,025
            )
            
            (22,819
            )Financing
                ActivitiesAdvances
                from (to) related parties
            
            
            -
            
            
            52
            
            
            (52
            )Proceeds
                from issuance of common stock
            
            
            56,250
            
            
            -
            
            
            53,750Net
                Cash Provided by Financing Activities
            
            
            56,250
            
            
            52
            
            
            53,698Increase
                (Decrease) in Cash
            
            
            9,284
            
            
            (23,973
            )
            
            30,879Cash
                - Beginning of Period
            
            
            -
            
            
            33,257
            
            
            2,378Cash
                - End of Period
            
            
            9,284
            
            
            9,284
            
            
            33,257Supplemental
                DisclosuresInterest
                paid
            
            
            -
            
            
            -
            
            
            -Income
                taxes paid
            
            
            -
            
            
            -
            
            
            -





(The
      accompanying notes are an integral part of these
      financial statements.)





**Page
          - 31**














Garpa
      Resources Inc.


(An
      Exploration Stage Company)


Statements
      of Stockholders’ Equity


From
      February 11, 2004 (Date of Inception) to August 31, 2006


(Expressed
      in U.S. dollars)








DeficitAccumulatedAdditional
            
            
            
            During
                theCommon
            
            
            
            Paid-in
            
            Donated
            
            ExplorationStock
            
            Amount
            
            Capital
            
            Capital
            
            Stage
            
            Total#
            
            $
            
            $
            
            $
            
            $
            
            $Balance
                - February 11, 2004 (Date of Inception)
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Issuance
                of common stock for cashat
                $0.0001 per share
            
            2,500,000
            
            
            2,500
            
            
            -
            
            
            -
            
            
            -
            
            
            2,500Donated
                services and rent
            
            -
            
            
            -
            
            
            -
            
            
            4,500
            
            
            -
            
            
            4,500Net
                loss for the period
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,898
            )
            
            (5,898
            )Balance
                - August 31, 2004
            
            2,500,000
            
            
            2,500
            
            
            -
            
            
            4,500
            
            
            (5,898
            )
            
            1,102Issuance
                of common stock for cashat
                $0.01 per share
            
            2,500,000
            
            
            2,500
            
            
            22,500
            
            
            -
            
            
            -
            
            
            25,000at
                $0.05 per share
            
            575,000
            
            
            575
            
            
            28,175
            
            
            -
            
            
            -
            
            
            28,750Donated
                services and rent
            
            -
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            9,000Net
                loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (35,319
            )
            
            (35,319
            )Balance
                - August 31, 2005
            
            5,575,000
            
            
            5,575
            
            
            50,675
            
            
            13,500
            
            
            (41,217
            )
            
            28,533Donated
                services and rent
            
            -
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            9,000Net
                loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (33,463
            )
            
            (33,463
            )Balance
                - August 31, 2006
            
            5,575,000
            
            
            5,575
            
            
            50,675
            
            
            22,500
            
            
            (74,680
            )
            
            4,070





(The
      accompanying notes are an integral part of these
      financial statements.)





**Page
          - 32**




Garpa
        Resources Inc.
 (An
        Exploration Stage Company)
 Notes
        to the Financial Statements
 August
        31, 2006
 (Expressed
        in U.S. dollars)


1.  Nature
      of
      Operations and Continuance of Business




The
      Company was incorporated in the State of Nevada on February 11, 2004. The
      Company is an Exploration Stage Company, as defined by Statement of Financial
      Accounting Standard (“SFAS”) No.7 “ *Accounting
      and Reporting for Development Stage Enterprises* ”.
      The
      Company’s principal business is the acquisition and exploration of mineral
      resources. The Company has not presently determined whether its properties
      contain mineral reserves that are economically recoverable.




These
      financial statements have been prepared on a going concern basis, which implies
      the Company will continue to realize its assets and discharge its liabilities
      in
      the normal course of business. The Company has never generated revenues since
      inception and has never paid any dividends and is unlikely to pay dividends
      or
      generate earnings in the immediate or foreseeable future. The continuation
      of
      the Company as a going concern is dependent upon the continued financial support
      from its shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations , and
      the
      attainment of profitable operations. As at August 31, 2006, t he
      Company has working capital of $4,070 and has accumulated losses of $74,680
      since inception. These factors raise substantial doubt regarding the Company’s
      ability to continue as a going concern. T hese
      financial statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that
      might be necessary should the Company be unable to continue as a going concern.








2.  Summary
      of Significant Accounting Policies




a)
            Basis
                of Presentation




These
      financial statements and related notes are presented in accordance with
      accounting principles generally accepted in the United States, and are expressed
      in U.S. dollars. The Company’s fiscal year-end is August 31.




b)
            Use
                of Estimates




The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.




c)
            Basic
                and Diluted Net Income (Loss) Per
                Share




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      " *Earnings
      per Share* ".
      SFAS
      No. 128 requires presentation of both basic and diluted earnings per share
      (EPS)
      on the face of the income statement. Basic EPS is computed by dividing net
      income (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period. Diluted
      EPS gives effect to all dilutive potential common shares outstanding during
      the
      period using the treasury stock method and convertible preferred stock using
      the
      if-converted method. In computing diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti-dilutive.




d)
            Comprehensive
                Loss


SFAS
      No.
      130, “ *Reporting
      Comprehensive Income* ,”
      establishes standards for the reporting and display of comprehensive loss and
      its components in the financial statements. As at August
      31, 2006 and
      2005,
      the Company has no items that represent a comprehensive loss and, therefore,
      has
      not included a schedule of comprehensive loss in the financial
      statements.




e)
            Cash
                and Cash Equivalents


The
      Company considers all highly liquid instruments with maturity of three months
      or
      less at the time of issuance to be cash equivalents.





**Page
            - 33**


Garpa
        Resources Inc.
 (An
        Exploration Stage Company)
 Notes
        to
        the Financial Statements
 August
        31, 2006
 (Expressed
        in U.S. dollars)


2.  Summary
      of Significant Accounting Policies (continued)




f)
            Mineral
                Property Costs




The
      Company has been in the exploration stage since its inception on February 11,
      2004 and has not yet realized any revenues from its planned operations. It
      is
      primarily engaged in the acquisition and exploration of mining properties.
      Mineral property exploration costs are expensed as incurred. Mineral property
      acquisition costs are initially capitalized when incurred using the guidance
      in
      EITF 04-02, “ *Whether
      Mineral Rights Are Tangible or Intangible Assets* ”.
      The
      Company assesses the carrying costs for impairment under SFAS No. 144,
“ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
at
      each
      fiscal quarter end. When it has been determined that a mineral property can
      be
      economically developed as a result of establishing proven and probable reserves,
      the costs then incurred to develop such property, are capitalized. Such costs
      will be amortized using the units-of-production method over the estimated life
      of the probable reserve. If mineral properties are subsequently abandoned or
      impaired, any capitalized costs will be charged to operations.




g)
            Long-lived
                Assets




In
      accordance with SFAS No. 144, “ *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ”,
      the
      carrying value of long-lived assets is reviewed on a regular basis for the
      existence of facts or circumstances that may suggest impairment. The Company
      recognizes impairment when the sum of the expected undiscounted future cash
      flows is less than the carrying amount of the asset. Impairment losses, if
      any,
      are measured as the excess of the carrying amount of the asset over its
      estimated fair value.




h)
            Financial
                Instruments


The
      fair
      values of financial instruments, which include cash, due from related party,
      accounts payable and accrued liabilities, were estimated to approximate their
      carrying values due to the immediate or short-term maturity of these financial
      instruments. The Company’s operations are in Canada, which results in exposure
      to market risks from changes in foreign currency rates. The financial risk
      is
      the risk to the Company’s operations that arise from fluctuations in foreign
      exchange rates and the degree of volatility of these rates. Currently, the
      Company does not use derivative instruments to reduce its exposure to foreign
      currency risk.




i)
            Income
                Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“ *Accounting
      for Income Taxes* ”
as
      of
      its inception. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. The potential benefits
      of net operating losses have not been recognized in these financial statements
      because the Company cannot be assured it is more likely than not it will utilize
      the net operating losses carried forward in future years.




j)
            Foreign
                Currency Translation




The
      Company’s functional and reporting currency is the United States dollar.
      Monetary assets and liabilities denominated in foreign currencies are translated
      in accordance with SFAS No. 52 “ *Foreign
      Currency Translation* ”,
      using
      the exchange rate prevailing at the balance sheet date. Gains and losses arising
      on settlement of foreign currency denominated transactions or balances are
      included in the determination of income. Foreign currency transactions are
      primarily undertaken in Canadian dollars. The Company has not, to the date
      of
      these financials statements, entered into derivative instruments to offset
      the
      impact of foreign currency fluctuations.





**Page
            - 34**


Garpa
        Resources Inc.
 (An
        Exploration Stage Company)
 Notes
        to
        the Financial Statements
 August
        31, 2006
 (Expressed
        in U.S. dollars)


2.  Summary
      of Significant Accounting Policies (continued)




k)
            Recent
                Accounting Pronouncements




In
      September 2006, the Financial Accounting Standards Board (“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)”. This statement requires employers to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a
      multiemployer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income of a business entity or changes
      in
      unrestricted net assets of a not-for-profit organization. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. The
      provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement is not expected to have a material effect
      on the Company's future reported financial position or results of
      operations.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
      objective of SFAS No. 157 is to increase consistency and comparability in fair
      value measurements and to expand disclosures about fair value measurements.
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any new
      fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement is not expected to have a material effect on the
      Company's future reported financial position or results of
      operations.




In
      June
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statements No. 109” (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing a
      two-step method of first evaluating whether a tax position has met a more likely
      than not recognition threshold and second, measuring that tax position to
      determine the amount of benefit to be recognized in the financial statements.
      FIN 48 provides guidance on the presentation of such positions within a
      classified statement of financial position as well as on derecognition, interest
      and penalties, accounting in interim periods, disclosure, and transition. FIN
      48
      is effective for fiscal years beginning after December 15, 2006. The adoption
      of
      this statement is not expected to have a material 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. The adoption of this statement is not
      expected to have a material effect on the Company's future reported financial
      position or results of operations.




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 re-measurement 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 September 15,
      2006,
      with earlier application allowed. The adoption of this statement is not expected
      to have a material effect on the Company's future reported financial position
      or
      results of operations.




**Page
          - 35**


Garpa
        Resources Inc.
 (An
        Exploration Stage Company)
 Notes
        to
        the Financial Statements
 August
        31, 2006
 (Expressed
        in U.S. dollars)


3.  Related
      Party Transactions




During
      the year ended August 31, 2006, the Company recognized $6,000 (2005 - $6,000)
      for donated services at $500 per month and $3,000 (2005 - $3,000) for donated
      rent at $250 per month provided by the President of the Company.





4.  Mineral
      Properties




The
      Company entered into an Agreement dated March 7, 2005 to acquire a 100% interest
      in two Red Lake Mining Division Mining Claims located south of Otter Lake,
      Ontario, Canada, in consideration for $10,000. The claims are registered in
      the
      name of the President of the Company, who has executed a trust agreement whereby
      the President agreed to hold the claims in trust on behalf of the
      Company.


5.  Income
      Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has net operating losses of
      $52,200, which commence expiring in 2024. Pursuant to SFAS No. 109 the Company
      is required to compute tax asset benefits for net operating losses carried
      forward. Potential benefit of net operating losses have not been recognized
      in
      these financial statements because the Company cannot be assured it is more
      likely than not it will utilize the net operating losses carried forward in
      future years. For the years ended August 31, 2006 and 2005, the valuation
      allowance established against the deferred tax assets increased by $8,605 and
      $9,205, respectively.




The
      components of the net deferred tax asset as at August 31, 2006 and 2005 and
      the
      statutory tax rate, the effective tax rate and the elected amount of the
      valuation allowance are scheduled below:





August
                31,
              2006
              $
            August
                31,
              2005
              $Net
                Operating Losses
            52,200
            27,700Statutory
                Tax Rate
            35%
            35%Effective
                Tax Rate
            -
            -Deferred
                Tax Asset
            18,300
            9,695Valuation
                Allowance
            (18,300)
            (9,695)Net
                Deferred Tax Asset
            -
            -







**Page
          - 36**