**UNITED
      STATES** **SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**









**FORM
      10-KSB**









**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




For
      the
      fiscal year ended September 30, 2007





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




For
      the
      transition period from  to




**COMMISSION
      FILE NUMBER:** **333-140299**







**ROSE
      EXPLORATIONS INC.**


**(Exact
      Name of Small Business as Specified in its Charter)**











**Neva** **da** **** **98-0425627**


(State
      or
      other jurisdiction of incorporation or organization)   
             
(I.R.S. Employer Identification No.)




**33158 Myrtle Avenue**


Mission,
      BC, Canada V2V 
5W1


(Address
      of principal executive offices) (Zip Code)





Issuer's telephone number, including area code:  **(604)
      783-5176**







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




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









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




Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
      such shorter period that the registrant was required to file such reports),


and
      (2) has been subject to such filing requirements for the past 90
      days.  YES x NO  ̈




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B, and no disclosure will be contained, to the best of the
      registrant’s knowledge, in definitive proxy or information


statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB:  ̈




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). YES x NO  ̈




Issuer
        is
        a development stage company and has had no revenues since
        inception.
  Issuer
        is
        a non-accelerated Filer.
  The
        Issuer's securities are listed on the OTCBB under the trading symbol ROEX;
        however, trading has not yet commenced. The aggregate market value of the
        voting
        and non-voting common equity held by non-affiliates
 has
        been
        computed by reference to the price at which the common equity was sold:
        $100,000. As of September 30, 2007, the Issuer had a total of 18, 500,000
        shares
        of Common Stock, par value $0.001 per share, issued and
 outstanding.
  Documents
        incorporated by reference: Please see Part III, Item 2. Description of Exhibits
        for certain exhibits required to be filed hereunder, which are incorporated
        herein by this reference, and included in their entirety, in
 our Form
        SB-2
        registration statement, filed with the SEC on January 30, 2007, under SEC
        File
        No. 333-140299.
  Transitional
        Small Business Disclosure Format (check
        one):  Yes  ̈ No x





1





**TABLE
      OF CONTENTS**




**PART
                I**
            
            **3****Item 1.****Description
                of Business**
            
            **3****Item 2.****Description
                of Property**
            
            **5****Item 3.****Legal
                Proceedings**
            
            **5****Item 4.****Submission
                of Matters to a Vote of Security Holders**
            
            **5****PART
                II**
            
            **5****Item 5.****Market
                for Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchases of Equity Securities**
            
            **5****Item 6.****Management’s
                Discussion and Analysis of Financial Condition and Results of Operation**
            
            **6****Item 7.****Financial
                Statements**
            
            **10****Item 8.****Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure**
            
            **23****Item 8A.****Controls
                and Procedures**
            
            **23****Item 8B.****Other
                Information**
            
            **23****PART
                III**
            
            **23****Item 9.****Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act**
            
            **23****Item 10.****Executive
                Compensation**
            
            **25****Item 11.****Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**
            
            **26****Item 12.****Certain
                Relationships, Related Transactions and Director Independence**
            
            **26****Item 13.****Exhibits**
            
            **27****Item 14.****Principal
                Accountant Fees and Services**
            
            **27****SIGNATURES**
            
            **28**









2





**PART
      I**




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




***General***




Rose
      Explorations Inc. was incorporated under the laws of the State of Nevada on
      December 5, 2003 under the name Computer Maid, Inc. In February 2006, we changed
      our name to Rose Explorations Inc. and commenced business operations. We were
      incorporated for the purpose to promote and carry on any lawful business for
      which a corporation may be incorporated under the laws of the State of Nevada.
      Our primary goal is to engage in the acquisition, exploration and development
      of
      natural resource properties, beginning with our current mining claims in the
      State of Nevada.




In
      February 2006, we acquired the Rose Prospect Lode Mining Claim in Clark County
      Nevada and in June 2006, we staked the Rose Prospect II Lode Mining Claim
      adjacent to the west of the Rose Lode Claim to cover other indicated mineralized
      zones observed in that area.




We
      are a
      relatively new company and, as such, are considered to be a junior mining
      company. It is common practice in the mining industry for a junior mining
      company to complete exploration activities on a property to determine if any
      minerals exist. At such time as mineralization is located, a junior mining
      company then attempts to recruit a major mining company, with ample cash
      reserves and equipment, to assist in the development of a property. As a junior
      mining company, we intend to conduct exploration activities on our properties
      and, if warranted, will seek a major mining company to joint venture in any
      development and/or production. However, since we are in the early stages of
      exploration activities, there is no guarantee we will locate any mineralization
      on our properties or, if mineralization is located in a quantity sufficient
      to
      warrant development, there is no guarantee we will be able to recruit a major
      mining company to join us as a joint venture partner. In the event we are unable
      to enter into a joint venture agreement with a major mining company to assist
      in
      the development of our properties, as a junior mining company with limited
      cash
      reserves, we will likely be required to raise additional monies, either through
      sales of our equity securities or through loans from financial institutions
      or
      third parties, prior to commencement of any development activities on our
      properties.




***Description
      of our Properties and Mining Claims***




On
      February 21, 2006 we acquired the Rose Prospect Lode Mining Claim (“Rose Lode
      Claim”) in the Yellow Pine Mining District in Clark County, Nevada. In May 2006,
      we commissioned a geological evaluation report of the claim and in June 2006,
      we
      commissioned the Phase I work program recommended by the evaluation report.
      During the Phase I work program, we staked a claim "Rose Prospect II **** Lode
      Mining Claim" adjacent to the west of the Rose Lode Claim to cover other
      indicated mineralized zones observed in that area.





The
      Rose
      Lode Claim is comprised of one located claim with an area of 20 acres located
      in
      the Goodsprings (Yellow Pine) Mining District situated within the southwestern
      comer of the State of Nevada, U.S.A. The Rose Lode Claim covers some former
      exploratory workings on a mineral showing.





The
      Yellow Pine Mining District is located in the area of the Spring Mountains
      of
      southern Nevada. Although less famous than many of the other mining districts
      of
      the Great Basin it nevertheless ranks
      second only to Tonopah in total Nevada lead and zinc production. During World
      War I this district was one of the most productive in the West, but by the
      end
      of World War II only a few mines remained in operation. The region is known
      for
      its historic production of lead, zinc, silver and gold.





The
      Rose
      Lode Claim is underlain by the Mississippian Monte Cristo Limestone Formation
      with the mineralization possibly comprised of copper minerals hosted by a
      breccia zone which may be up to 200 feet wide within the Anchor Limestone
      Member.





A
      program
      of trenching, sampling, geophysical and geochemical surveys, and diamond
      drilling is recommended to explore for, and delineate potentially economic
      copper bearing mineral zones on the Rose Lode claim.


***Our*** ***P*** *r* ***oposed
      Exploration Program***





The
      results of the Phase I exploration program on the Rose Claim Group in that
      the
      mineralization and the sampling results from the Rose workings and from the
      Trenches I and II on the Rose Lode Claim indicate potential economic zones
      of
      mineralization. The sample from Trench III returned barely anomalous zinc assay,
      however, the site will be further examined in the second phase of exploration.
      The fracture trend is northeasterly correlating with the trend of the heavily
      mineralized breccia zones in the immediate area; as at the Whale Mine. Thus
      the
      control to the mineralization on the Rose Lode Claim is structural. Based on
      our
      evaluations to date, we have concluded that Phase II of the exploration program
      on the Rose Lode Claim should be initiated and completed. This program of
      localized VLF-EM surveys, soil sampling and geological mapping should define
      the
      structural trend to the extensions of the known mineral zones and provide more
      geological information as to the location of heavily mineralized surficial
      or
      near sub-surface zones.





Exploration
      work on our properties has indicated that mineral occurrences exist in the
      area
      of our properties; however, further exploration is needed to determine what
      amount of minerals, if any, exist and if any minerals which are found can be
      economically extracted and profitably processed.






3





The
      exploration program on our Rose Lode Claim has been designed to economically
      explore and evaluate this claim which, in our opinion, may merit
      development.





We
      do not
      claim to have any mineralization or reserves whatsoever at this time on any
      of
      our properties; however, based on preliminary research and geological reports
      on
      our properties and the surrounding area, we believe there is a sufficient basis
      to engage in exploration activities.





The
      following table summarizes the recommended exploration program and estimated
      costs:





Phase
      II


VLF-EM
      and soil geochemical surveys, sampling and


geological
      mapping of the veins within anomalous
      zones $  7,500





Phase
      III


Test diamond drilling of the prime
      target $30,000





Total Estimated Exploration
      Costs $37,500




***Environmental
      Regulations*** ******




Environmental
      laws and regulations relating to public lands are expected to be tightly
      enforced. We intend to explore and, when required, develop all of our properties
      in strict compliance with all environmental requirements applicable to the
      mineral processing and mining industry. We will secure all the necessary permits
      for exploration and, if development is warranted, will file final Plans of
      Operation prior to the commencement of any mining operations. We anticipate
      no
      discharge of water into any active stream, creek, river, lake or any other
      body
      of water regulated by environmental law or regulation. No significant endangered
      species will be disturbed. Re-contouring and re-vegetation of disturbed surface
      areas will be completed pursuant to all legal requirements. Any portals, adits
      or shafts will be sealed should the property be abandoned.





It
      is
      difficult to estimate the cost of compliance with environmental laws at this
      time, since the full nature and extent of our proposed activities cannot be
      determined until we receive the proceeds of this Offering and commence our
      operations. At that time, we will determine what that will involve from an
      environmental standpoint and will begin our compliance efforts.




***Government
      Regulations***




We
      will
      be subject to all the laws, rules and regulations which govern the mineral
      processing and mining industry in the State of Nevada and intend to fully comply
      with all environmental, health and safety laws, rules, regulations and
      statutes.





Specifically,
      the proposed exploration of the property will be governed by the State of Nevada
      Mining laws, rules and regulations. We will determine and comply with all rules
      and regulations governing operations prior to commencement of any exploration
      activities subject to permitting and/or licensing.




***Competition***




The
      mining industry is highly fragmented and competitive. We are competing with
      many
      other exploration companies looking for gold and other minerals. Our Company
      is
      among the smallest exploration companies in existence and is an infinitely
      small
      participant in the exploration business, which is the foundation of the mining
      industry. While we generally compete with other exploration companies, there
      is
      no competition for the exploration or removal of minerals from its current
      claims or properties. Readily available commodities markets exist around the
      world for the sale of minerals. Therefore, if we discover mineralization on
      our
      properties, we would likely be able to sell the minerals in the market.




***Employees
      and Employment Agreements***




At
      present, we have no employees. Our President is also the Secretary and Treasurer
      and Director. Our Company also has a Vice President of Exploration, who is
      also
      a Director. Both our officers and directors devote their time as required to
      our
      business operations. The President and our Vice President Exploration are not
      presently compensated for their services and do not have an employment
      agreements with us. Once the Exploration Program begins, we expect to hire
      independent contractors to fulfill the roles of Project Geologist and Field
      Assistant; however, we have not yet placed any ads or interviewed for these
      positions. We presently do not have pension, health, annuity, insurance, stock
      options, profit sharing or similar benefit plans; however, may adopt such plans
      in the future. There are presently no personal benefits available to any
      officers, directors or employees.






4






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




We
      do not
      own any property, other than the mineral claims described above.






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





We
      are
      currently unaware of any legal matters pending or threatened against
      us.






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





None.





**PART
      II**




**Item 5.**
            **Market
                for Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchases of Equity Securities******




***Market
      Information***




Our
      shares of common stock are listed on the Over the Counter Bulletin Board (symbol
      ROEX; however, trading has not yet commenced. Therefore, no table of high/low
      bid prices is presented in this report.




***Number
      of Holders***




As
      of
      September 30, 2007, the Company’s issued and outstanding common stock was held
      by a total of thirty (30) shareholders of record.




***Dividends***




We
      have
      not paid any cash dividends since our inception and do not foresee declaring
      any
      dividend on our common stock in the foreseeable future.




***Recent
      Sales of Unregistered Securities***




None.




***Purchase
      of our Equity Securities by Officers and Directors***




None.




***Other
      Stockholder Matters***




None.






5





**Item 6.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation******




***You
      should read the following discussion and analysis in conjunction with
      (1) our financial statements, including the notes thereto, included in this
      Report, and (2) the “Risk Factors” section of our Registration Statement on
      Form SB2, filed in January, 2007 and this Form 10K-SB. Some of the information
      contained in this Report may contain forward-looking statements within the
      meaning of Section 27A of the Securities Exchange Act of 1933, as amended
      (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”). This information may involve known and unknown
      risks, uncertainties and other factors which may cause our actual results,
      performance or achievements to be materially different from future results,
      performance or achievements expressed or implied by any forward-looking
      statements. Forward-looking statements which involve assumptions and describe
      our future plans, strategies and expectations, are generally identifiable by
      the
      use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend” or “project” or the negative of these words or other
      variations on these words or comparable terminology. These forward-looking
      statements are based on assumptions that may be incorrect, and there can be
      no
      assurance that the projections included in these forward-looking statements
      will
      come to pass. Our actual results could differ materially from those expressed
      or
      implied by the forward-looking statements as a result of various factors. We
      undertake no obligation to update publicly any forward-looking statements for
      any reason, even if new information becomes available or other events occur
      in
      the future.***




**Summary
      Financial Data**




**For
                year ended**
              **September
                30,**
              **2007**
            
            
            **For
                year ended**
              **September
                30,**
              **2006****Statements
                of Operations Data:**Revenues
            
            0
            
            
            0Acquisition
                of mineral property
            
            0
            
            
            6,375General
                and administrative expenses
            
            64,567
            
            
            27,690Exploration
                costs and expenses
            
            0
            
            
            6,125Net
                loss
            
            (64,567
            )
            
            (40,190
            )Net
                loss per common share—basic and diluted
            
            (0.005
            )
            
            (0.006
            )Weighted
                average number of shares of common stock outstanding
            
            13,506,831
            
            
            6,273,973




**Balance
                Sheet Data:**Cash
                and cash equivalents
            
            42,170
            
            
            3,000Working
                capital surplus (deficit)
            
            37,493
            
            
            (6,940
            )Total
                assets
            
            42,170
            
            
            3,000Accumulated
                deficit
            
            (105,507
            )
            
            (40,940
            )






6




***Overview***




We
      have
      incurred net losses since our inception and expect to incur substantial and
      increasing losses for the next several years as we expand our exploration
      activities and move into later stages of development. Since inception, we have
      incurred an accumulated deficit of $105,507. We have funded our losses to date
      through the sale of equity securities and advances from stockholders.




***Results
      of Operations — 2007 compared to 2006***




We
      are a
      start-up company currently in the exploration and development stage and have
      not
      generated any revenues since inception.




General
      and administrative expense consists mainly of consulting fees, legal and
      accounting fees, management fees, rent, licenses and permits and miscellaneous
      filing fees and expenses incurred in the day-to-day operation of our business.
      General and administrative expenses increased to $64,567 for the fiscal year
      ending September 30, 2007, compared to $27,690 for the fiscal year ended
      September 30, 2006. The majority of the increase was mainly due to legal and
      accounting fees in the amount of $28,524, as compared to $3,040 for the fiscal
      year ended September 30, 2006 and consulting fees of $7,500, compared to $0
      for
      the fiscal year ended September 30, 2006. The increase in legal, accounting
      and
      consulting fees were incurred in the current year in connection with the
      preparation and filing of our Form SB-2 registration statement with the SEC
      and
      continuing period reports.




We
      did
      not have any cash interest income or expense.




***Liquidity
      and Capital Resources — 2007 compared to 2006***




At
      September 30, 2007, we had available cash in the bank of $42,170, compared
      to
      $3,000 at September 30, 2006.




Cash
      used
      in operations was $45,830 for the fiscal year ended September 30, 2007, compared
      with $7,000 for the fiscal year ended September 30, 2007. This increase in
      negative cash flow from operations was primarily caused by a significant
      increase in legal and accounting fees, as described above.




Financing
      activities in 2007 consisted of the issuance of 8,500,000 shares of common
      stock
      for proceeds of $85,000 pursuant to a public offering of our securities, filed
      with the SEC and made effective on February 20, 2007.




The
      Company continues to search for additional sources of capital, as and when
      needed; however, there can be no assurance funding will be successfully
      obtained. Even if it is obtained, there is no assurance that it will not be
      secured on terms that are highly dilutive to existing shareholders.




***Debt***




At September
      30, 2007, we owed $14,700 to an officer and director of the company for
      management fees resulting from services rendered and accrued rent. Please see
      Notes 5 and 8 to our audited financial statements in Item 7, for a more
      detailed description of these transactions.




Our
      actual cash needs might vary materially from those now planned because of a
      number of factors, including:




•
            
            The
                scope, rate of progress and costs of our exploration and development
                activities;




•
            
            Changes
                in our research, exploration and/or development plans;




•
            
            The
                terms and timing of any collaborative, licensing and/or other arrangements
                that we may establish;




•
            
            The
                cost and timing of regulatory approvals; and





•
            
            The
                cost of filing, prosecuting, defending and enforcing any claims against
                our property rights.


We
      currently believe our cash in the bank will allow us to complete our initial
      Phase I exploration activities, after which we intend to raise substantial
      additional capital to fund our development and operations activities. We expect
      to finance our future cash needs through the sale of equity securities and
      possibly strategic collaborations or debt financing or through other sources
      that may be dilutive to existing stockholders .





If
      and
      when we seek to raise additional money to fund our operations, funding may
      not
      be available to us on acceptable terms, or at all. If we are unable to raise
      additional funds when needed, we may not be able to continue our planned
      exploration and development activities, or we could be required to delay, scale
      back or eliminate some or all of our research, exploration and development
      programs. If we raise additional funds through equity sales, these sales may
      be
      highly dilutive to existing investors.






7





***Critical
      Accounting Policies and Significant Judgments and Estimates***




Our
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States and reflect the application of certain
      significant accounting policies as described in Note 2 to our audited financial
      statements and critical accounting policies as described below. A “critical
      accounting policy” is one which is both important to the portrayal of our
      financial condition and results and requires management’s most difficult,
      subjective or complex judgments, often as a result of the need to make estimates
      about the effect of matters that are inherently uncertain.




***Use
      of Estimates***




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities,
      the
      disclosure of contingent assets and liabilities at the dates of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      periods. Actual results could differ from those estimates.




***Net
      Loss per Share***




We
      compute 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.




***Mineral
      Property Costs***




We
      have
      been in the exploration stage since inception and have not yet realized any
      revenues from planned operations. We are engaged in the acquisition and
      exploration of mining properties. Mineral property acquisition and exploration
      costs are charged to operations as incurred. When it has been determined that
      a
      mineral property can be economically developed as a result of establishing
      proven and probable reserves, the costs incurred to develop such property,
      are
      capitalized. Such costs will be amortized using the units-of-production method
      over the estimated life of the probable reserve. Although we have taken steps
      to
      verify title to mineral properties in which we have an interest, according
      to
      the usual industry standards for the stage of exploration of such properties,
      these procedures do not guarantee title. Such properties may be subject to
      prior
      agreements or transfers and title may be affected by undetected
      defects.




***Reclamation
      Costs***




Our
      policy for recording reclamation costs is to record a liability for the
      estimated costs to reclaim mined land by recording charges to production costs
      for each tonne of ore mined over the life of the mine. The amount charged is
      based on management’s estimation of reclamation costs to be incurred. The
      accrued liability will be reduced as reclamation expenditures are made. Certain
      reclamation work will be performed concurrently with mining and these
      expenditures will be charged to operations at that time.




***Material
      Off-Balance Sheet Arrangements***




We
      have
      no material commitments for capital expenditures and no off-balance sheet
      arrangements.




***Risk
      Factors***




The
      material risks affecting our company and our common stock are set forth in
      detail in our initial Form SB-2 Registration Statement, which can be found
      in
      its entirety on the SEC website at www.sec.gov under our SEC File No.
      333-140299. Those risk factors are incorporated herein by this reference and
      are
      not being restated; however, we have updated or added the following additional
      material risk factors:




*Risks
      Related to Our Financial Results and Need for Additional Financing*




**Our
      auditors’ reports contain a statement that our net loss and limited working
      capital raise substantial doubt about our ability to continue as a going
      concern.**




**O** ur
      independent registered public accountants have stated in their report, included
      in Item 7. *Financial
      Statements* ,
      that
      our significant operating losses and working capital deficit raise substantial
      doubt about our ability to continue as a going concern. We had net losses of
      $64,567 and $40,190, respectively, for the fiscal years ended September 30,
      2007
      and 2006. Our accumulated deficit from inception to the fiscal year ended
      September 30, 2007 was $105,507. We will be required to raise substantial
      capital to fund our capital expenditures, working capital, and other cash
      requirements since our current cash assets are expected to last only through
      December 31, 2008. We continue to search for sources of additional funding,
      including seeking potential joint venture partners, while we continue the
      initial exploration phase on our mining claims. The successful outcome of future
      financing activities cannot be determined at this time and there are no
      assurances that, if achieved, we will have sufficient funds to execute our
      intended business plan or generate positive operational results.








8






**We
      will likely need additional capital to achieve our current business strategy
      and
      our inability to obtain additional financing will inhibit our ability to expand
      or even maintain our research, exploration and development efforts.**




In
      addition to our current accumulated deficit, we expect to incur add itional
      losses during the foreseeable future. Until we are able to determine if there
      are mineral deposits available for extraction on our properties, we are unlikely
      to be profitable. Consequently, we will require substantial additional capital
      to continue our exploration and development activities. We believe our current
      cash in the bank will allow us to complete our planned exploration activities
      for the calendar year 2008; however, there is no assurance we will not incur
      additional and unplanned expenses. When additional funding is required, we
      intend to raise funds either through private placements or public offerings
      of
      our equity securities. There is no assurance that we will be able to obtain
      additional financing through private placements and/or public offerings
      necessary to support our working capital requirements. To the extent that funds
      generated from any private placements and/or public offerings are insufficient,
      we will have to raise additional working capital through other sources, such
      as
      bank loans and/or financings. No assurance can be given that additional
      financing will be available, or if available, will be on acceptable terms.




If
      we are
      unable to secure adequate sources of funds, we may be forced to delay or
      postpone the exploration, development and research of our properties, and as
      a
      result, we might be required to diminish or suspend our business plans. These
      delays in development would have an adverse effect on our ability to generate
      revenues and could require us to possibly cease operations. In addition, such
      inability to obtain financing on reasonable terms could have a negative effect
      on our business, operating results or financial condition to such extent that
      we
      are forced to restructure, file for bankruptcy protection, sell assets or cease
      operations, any of which could put your investment dollars at significant
      risk.




**We
      incur increased costs as a result of being a publicly
      company** *.*




As
      a
      publicly listed and trading company, we are incurring significant legal,
      accounting and other expenses that we did not incur as a private company. In
      addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently
      implemented by the Securities and Exchange Commission, have required changes
      in
      corporate governance practices of public companies. These new rules and
      regulations have increased our legal and financial compliance costs and have
      made some activities more time-consuming and costly. For example, as a result
      of
      becoming a public company, we adopted policies regarding internal controls
      and
      disclosure controls and procedures. In addition, these new rules and regulations
      have made it more difficult and more expensive for us to obtain director and
      officer liability insurance, which we currently cannot afford to do. As a result
      of the new rules, it may become more difficult for us to attract and retain
      qualified persons to serve on our Board of Directors or as executive officers.
      We cannot predict or estimate the amount of additional costs we may incur as
      a
      result of being a public company or the timing of such costs.











9












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







































**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**





Financial
      Statements


(Expressed
      in U.S. Dollars)


**30
      September 2007**


























10







**James
                  Stafford**
                  
                  **James
                    Stafford**




James
        Stafford
 **Chartered
        Accountants**
 Suite
        350
        - 1111 Melville Street
 Vancouver,
        British Columbia
 Canada
        V6E 3V6
 Telephone
        +1 604 669 0711
 Facsimile
        +1 604 669 0754






**Report
        of Independent Registered Public Accounting Firm**
 
 
 **To
        the Board of Directors and Stockholders of**
 **Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 
 We
        have
        audited the balance sheets of **Rose
        Explorations Inc.** (the
        “Company”) as at 30 September 2007 and 2006, and the related statements of
        operations, cash flows and changes in stockholders’ equity for the years then
        ended and for the period from the date of inception on 5 December 2003 to
        30
        September 2007. These financial statements are the responsibility of the
        Company’s management. Our responsibility is to express an opinion on these
        financial statements based on our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States of America). Those standards require
        that we plan and perform the audits to obtain reasonable assurance about
        whether
        the financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. We believe that
        our
        audit provides a reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of the Company as of 30 September
        2007
        and 2006 and the results of its operations, cash flows and changes in
        stockholders’ equity for the years then ended and for the period from the date
        of inception on 5 December 2003 to 30 September 2007 in conformity with
        accounting principles generally accepted in the United States of
        America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 1 to the financial
        statements, conditions exist which raise substantial doubt about the Company’s
        ability to continue as a going concern unless it is able to generate sufficient
        cash flows to meet its obligations and sustain its operations. Management’s
        plans in regard to these matters are also described in Note 1. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
  /s/ *James
          Stafford*
 Vancouver,
        Canada **Chartered
        Accountants**
 
 29
        November 2007






11




**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Balance
      Sheets


(Expressed
      in U.S. Dollars)


_________________________________________________________________________________________________________________________________________________________________________________





**As
                at 30 September 2007**
            
            **As
                at 30 September 2006****$**
            
            **$****Assets****Current**Cash
                and cash equivalents
            
            42,170
            
            3,00042,170
            
            3,000**Liabilities****Current**Accounts
                payable and accrued liabilities (Note 4)
            
            4,677
            
            9,940**Stockholders’
                equity****Capital
                stock**(Note 6)Authorized75,000,000
                of common shares, par value $0.001Issued
                and outstanding2007
                - 18,500,000 common shares, par value $0.0012006
                - 10,000,000 common shares, par value $0.001
            
            18,500
            
            10,000**Additional
                paid-in capital**
            
            124,500
            
            24,000**Deficit,
                accumulated during the development stage**
            
            (105,507)
            
            (40,940)37,493
            
            (6,940)42,170
            
            3,000





**Nature
      and Continuance of Operations** (Note
      1 )





**On
      behalf of the Board:**





/s/
      Greg Cowan  Director


12


**Rose
        Exploratisons Inc.**
 **(A
        Development Stage Company)**
 Statements
        of Operation
 (Expressed
        in U.S. Dollars)
 **_________________________________________________________________________________________________________________________________________________________________________________**


**For
                the period from the date of inception on 5 December 2003 to 30 September
                2007**
            
            **For
                the year ended 30 September 2007**
            
            **For
                the year ended 30 September 2006**
            
            **For
                the year ended 30 September 2005****$**
            
            **$**
            
            **$**
            
            **$****Expenses**Acquisition
                of mineral property (Note 3)
            6,375
            
            -
            
            6,375
            
            -Bank
                charges
            379
            
            379
            
            -
            
            -Consulting
                (Note 5)
            7,500
            
            7,500
            
            -
            
            -Exploration
                and development (Note 3)
            6,125
            
            -
            
            6,125
            
            -Filing
                fees
            1,534
            
            1,534
            
            -
            
            -Legal
                and accounting
            31,564
            
            28,524
            
            3,040
            
            -Licences
                and permits
            1,100
            
            -
            
            550
            
            200Management
                fees (Notes 5and 8)
            36,000
            
            18,000
            
            18,000
            
            -Registered
                agent
            400
            
            100
            
            100
            
            100Rent
                (Notes 5and 8)
            12,000
            
            6,000
            
            6,000
            
            -Transfer
                agent
            2,530
            
            2,530
            
            -
            
            -**Net
                loss for the period**
            (105,507)
            
            (64,567)
            
            (40,190)
            
            (300)**Basic
                and diluted loss per common share**
            
            
            (0.005)
            
            (0.006)
            
            (300)**Weighted
                average number of common shares used in per share
                calculations**
            
            
            13,506,831
            
            6,273,973
            
            1




















13


**Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Statements
        of Cash Flows
 (Expressed
        in U.S. Dollars)
 _________________________________________________________________________________________________________________________________________________________________________________


**For
                the period from the date of inception on 5 December 2003 to 30 September
                2007**
            
            **For
                the year ended 30 September 2007**
            
            **For
                the year ended 30 September 2006**
            
            **For
                the year ended 30 September 2005****$**
            
            **$**
            
            **$**
            
            **$****Cash
                flows from operating activities**Net
                loss for the period
            
            (105,507)
            
            (64,567)
            
            (40,190)
            
            (300)Adjustments
                to reconcile loss to net cash used by operating activitiesContributions
                to capital by related
              parties
                (Notes 5and 8)
            
            48,000
            
            24,000
            
            24,000
            
            -Changes
                in operating assets and liabilities(Decrease)
                Increase in accounts payable and accrued liabilities
            
            4,677
            
            (5,263)
            
            9,190
            
            300(52,830)
            
            (45,830)
            
            (7,000)
            
            -**Cash
                flows from financing activities**Common
                shares issued for cash
            
            95,000
            
            85,000
            
            10,000
            
            -Common
                shares redeemed
            
            -
            
            -
            
            (1)
            
            -95,000
            
            85,000
            
            9,999
            
            -**Increase
                in cash and cash equivalents**
            
            42,170
            
            39,170
            
            2,999
            
            -**Cash
                and cash equivalents, beginning of period**
            
            -
            
            3,000
            
            1
            
            1**Cash
                and cash equivalents, end of period**
            
            42,170
            
            42,170
            
            3,000
            
            1





**Supplemental
      Disclosures with Respect to Cash Flows** (Note
      8 )





















14


**Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Statements
        of Changes in Stockholders' Equity
 (Expressed
        in U.S. Dollars)
 **_________________________________________________________________________________________________________________________________________________________________________________**


**Number
                of shares issued**
            **Share
                capital**
            **Additional
                paid in capital**
            **Deficit,
                accumulated during the development stage**
            **Stockholders’
                equity****$**
            
            **$**
            
            **$**
            
            **$****Balance
                at 5 December 2003 (inception)**
            
            -
            
            -
            
            -
            
            -
            
            -Common
                share issued for cash ($1 per share) (Note 6)
            
            1
            
            -
            
            1
            
            -
            
            1Net
                loss for the period
            
            -
            
            -
            
            -
            
            (450)
            
            (450)**Balance
                at 30 September 2004**
            
            1
            
            -
            
            1
            
            (450)
            
            (449)Net
                loss for the year
            
            -
            
            -
            
            -
            
            (300)
            
            (300)**Balance
                at 30 September 2005**
            
            1
            
            -
            
            1
            
            (750)
            
            (749)Common
                shares issued for cash ($0.001 per share) (Note 6)
            
            10,000,000
            
            10,000
            
            -
            
            -
            
            10,000Common
                shares redeemed - cash ($1 per share) (Note 6)
            
            (1)
            
            -
            
            (1)
            
            -
            
            (1)Contributions
                to capital by related
              parties
                - expenses (Notes 5and 8)
            
            -
            
            -
            
            24,000
            
            -
            
            24,000Net
                loss for the year
            
            -
            
            -
            
            -
            
            (40,190)
            
            (40,190)**Balance
                at 30 September 2006**
            
            10,000,000
            
            10,000
            
            24,000
            
            (40,940)
            
            (6,940)





Common
                shares issued for cash ($0.001 per share) (Note 6)
            
            8,500,000
            
            8,500
            
            76,500
            
            -
            
            85,000Contributions
                to capital by related
              parties
                - expenses (Notes 5and
                8)
            
            -
            
            -
            
            24,000
            
            -
            
            24,000Net
                loss for the year
            
            -
            
            -
            
            -
            
            (64,567)
            
            (64,567)**Balance
                at 30 September 2007**
            
            18,500,000
            
            18,500
            
            124,500
            
            (105,507)
            
            37,493























15







**Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Notes
        to
        Financial Statements
 (Expressed
        in U.S. Dollars)
 September
        30,  2007
 _________________________________________________________________________________________________________________________________________________________________________________





**1.**
            **Nature
                and Continuance of Operations**





Rose Explorations Inc. (the “Company”) was incorporated under the laws of the
      State of Nevada on 5 December 2003. The Company changed its name to Rose
      Explorations Inc.


from Computer Maid, Inc. on 13 February 2006.
      The
      Company was incorporated for the purpose to promote and carry on any lawful
      business for which a corporation may be


incorporated under the laws of the State of Nevada.




The
      Company is a development stage enterprise, as defined in Financial Accounting
      Standards Board No. 7. The Company is devoting all of its present efforts in
      securing and


establishing a new business, and its planned principle
      operations have not commenced, and, accordingly, no revenue has been derived
      during the organization period.




The Company’s financial statements as at 30 September 2007 and for the year then
      ended have been prepared on a going concern basis, which contemplates the
      realization of


assets and the settlement of liabilities and commitments
      in the normal course of business. The Company has a loss of $64,567 for the
      year
      ended 30 September 2007 (2006 -


$40,190, 2005 - $300) and has working capital of $37,493 at 30 September 2007
      (and a working capital
      deficit at 30 September 2006 - $6,940).




Management cannot provide assurance that the Company will ultimately achieve
      profitable operations or become cash flow positive, or raise additional debt
      and/or equity


capital. Management believes that the Company’s capital
      resources should be adequate to continue operating and maintaining its business
      strategy during the fiscal year


ending 30 September 2008. However, if the Company is unable to raise additional
      capital in the near future,
      due to the Company’s liquidity problems, management expects that


the Company will need to curtail operations, liquidate assets, seek additional
      capital on less favourable terms and/or pursue other remedial measures.




These financial statements do not include any adjustments related to the
      recoverability and classification of assets or the amounts and classification
      of
      liabilities that might be


necessary should the Company be unable to continue
      as a going concern.




At 30 September 2007, the Company had suffered losses from development stage
      activities to date. Although management is currently attempting to implement
      its
      business


plan, and is seeking additional sources of equity or debt
      financing, there is no assurance these activities will be successful.
      Accordingly, the Company must rely on its


president to perform essential functions without compensation until a business
      operation can be commenced.
      These factors raise substantial doubt about the ability of the


Company to continue as a going concern. The financial statements do not include
      any adjustments that might result from the outcome of this uncertainty.




**2.**
            **Significant
                Accounting Policies**




The
      following is a summary of significant accounting policies used in the
      preparation of these financial statements.




**Basis
      of presentation**




The financial statements of the Company have been prepared in accordance with
      accounting principles generally accepted in the United States of America
      applicable to


development stage enterprises, and are expressed in U.S.
      dollars. The Company’s fiscal year end is 30 September.




**Cash
      and cash equivalents**




Cash
      and
      cash equivalents include highly liquid investments with original maturities
      of
      three months or less.








16


**** **Rose
          Explorations Inc.**
 **(A
          Development Stage Company)**
 Notes
          to
          Financial Statements
 (Expressed
          in U.S. Dollars)
 September
          30,  2007
 _________________________________________________________________________________________________________________________________________________________________________________


**Mineral
      property costs**




The
      Company has been in the exploration stage since its formation on 5 December
      2003
      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 acquisition and exploration costs are charged to operations
      as
      incurred. When it has been determined that a mineral property can be
      economically developed as a result of establishing proven and probable reserves,
      the costs incurred to develop such property, are capitalized. Such costs will
      be
      amortized using the units-of-production method over the estimated life of the
      probable reserve.




Although the Company has taken steps to verify title to mineral properties
      in
      which it has an interest, according to the usual industry standards for the
      stage of exploration of


such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior
      agreements or transfers and title may be affected by


undetected defects.




**Reclamation
      costs**




The
      Company’s policy for recording reclamation costs is to record a liability for
      the estimated costs to reclaim mined land by recording charges to production
      costs for each tonne of ore mined over the life of the mine. The amount charged
      is based on management’s estimation of reclamation costs to be incurred. The
      accrued liability is reduced as reclamation expenditures are made. Certain
      reclamation work is performed concurrently with mining and these expenditures
      are charged to operations at that time.




**Long-lived
      assets**




In
      accordance with SFAS No. 144, *Accounting
      for 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 circumstance that may suggest impairment. The Company
      recognized an impairment when the sum if 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.




**Financial
      instruments**




The
      carrying value of cash, accounts payable and accrued liabilities, and due to
      related parties approximates their fair value because of the short maturity
      of
      these instruments. The Company’s operations are in Canada and virtually all of
      its assets and liabilities are giving rise to significant exposure to market
      risks from changes in foreign currency rates. The Company’s financial risk is
      the risk that arises 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.




**Derivative financial instruments**




The Company has not, to the date of these financial statements, entered into
      derivative instruments to offset the impact of foreign currency
      fluctuations.




**Income
      taxes**




Deferred income taxes are reported for timing differences between items of
      income or expense reported in the financial statements and those reported for
      income tax purposes in


accordance with SFAS No. 109, *Accounting* *for  Income
      Taxes* ,
      which
      requires the use of the asset/liability method of accounting for income taxes.
      Deferred income taxes and


tax benefits are recognized for the future tax consequences attributable to
      differences between the
      financial statement carrying amounts of existing assets and liabilities and


their respective
      tax bases, and for tax loss and credit carry-forwards. Deferred tax assets
      and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income


in the years in which those temporary differences are expected to be recovered
      or settled. The Company provides for deferred taxes for the estimated future
      tax
      effects


attributable to temporary differences and carry-forwards when realization is
      more likely than not.




17







**** **Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Notes
        to
        Financial Statements
 (Expressed
        in U.S. Dollars)
 September
        30,  2007
 _________________________________________________________________________________________________________________________________________________________________________________




**Basic
      and diluted net loss per share**




The
      Company computes net 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 loss available to common shareholders (numerator) by the weighted average
      number of shares outstanding (denominator) during the period. Diluted EPS gives
      effect to all potentially dilutive 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 potentially
      dilutive shares if their effect is anti-dilutive.




**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 30 September 2007, the Company
      has no items that represent a comprehensive loss and, therefore, has not
      included a schedule of comprehensive loss in the financial
      statements.




**Segments
      of an enterprise and related information**




SFAS
      No.
      131, *Disclosures
      about Segments of an Enterprise and Related Information* ,
      supersedes SFAS No. 14, *Financial
      Reporting for Segments of a Business Enterprise* .
      SFAS
      131 establishes standards for the way that public companies report information
      about operating segments in annual financial statements and requires reporting
      of selected information about operating segments in interim financial statements
      issued to the public. It also establishes standards for disclosures regarding
      products and services, geographic areas and major customers. SFAS 131 defines
      operating segments as components of a company about which separate financial
      information is available that is evaluated regularly by the chief operating
      decision maker in deciding how to allocate resources and in assessing
      performance. The Company has evaluated this SFAS and does not believe it is
      applicable at this time.




**Start-up
      expenses**




The
      Company has adopted Statement of Position No. 98-5, *Reporting
      the Costs of Start-up Activities* ,
      which
      requires that costs associated with start-up activities be expensed as
      incurred.  Accordingly, start-up costs associated with the Company's
      formation have been included in the Company's general and administrative
      expenses for the period from the date of inception on 14 August 2003 to 30
      September 2007.




**Foreign
      currency translation**




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







18




**** **Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Notes
        to
        Financial Statements
 (Expressed
        in U.S. Dollars)
 September
        30,  2007
 _________________________________________________________________________________________________________________________________________________________________________________
   **Use
        of
        estimates**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenditures during the
      reporting period. Actual results could differ from these estimates.




**Recent
      accounting pronouncements**




In
      May
      2005, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 154, *Accounting
      Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS
      No.
      3* .
      SFAS
      No. 154 changes the requirements for the accounting for and reporting of a
      change in accounting principle and applies to all voluntary changes in
      accounting principle. It also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provisions. SFAS No. 154 requires retrospective application
      to prior periods' financial statements of changes in accounting principle,
      unless it is impracticable to determine either the period-specific effects
      or
      the cumulative effect of the change. The provisions of SFAS No. 154 are
      effective for accounting changes and correction of errors made in fiscal years
      beginning after 15 December 2005. The adoption of this standard is not expected
      to have a material effect on the Company's results of operations or financial
      position.




In
      March
      2005, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 107 to give
      guidance on the implementation of SFAS No. 123R. The Company will consider
      SAB
      No. 107 during implementation of SFAS No. 123R.




In
      December 2004, the FASB issued SFAS No. 153, *Exchanges
      of Nonmonetary Assets - An Amendment of APB Opinion No. 29* .
      The
      guidance in APB Opinion No. 29, *Accounting
      for Nonmonetary Transactions* ,
      is
      based on the principle that exchanges of nonmonetary assets should be measured
      based on the fair value of the assets exchanged. The guidance in that Opinion,
      however, included certain exceptions to that principle. SFAS No. 153 amends
      Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. The provisions of SFAS No.
      153
      are effective for nonmonetary asset exchanges occurring in fiscal periods
      beginning after 15 June 2005. Early application is permitted and companies
      must
      apply the standard prospectively. The adoption of this standard is not expected
      to have a material effect on the Company's results of operations or its
      financial position.




In
      December 2004, the FASB issued SFAS No. 123R, *Share
      Based Payment* .
      SFAS
      No. 123R is a revision of SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      and
      supersedes APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* and its
      related implementation guidance. SFAS No. 123R establishes standards for the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity's equity instruments or that may be settled by the issuance of
      those equity instruments. SFAS No. 123R focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. SFAS No. 123R requires a public entity to measure the cost of
      employee services received in exchange for an award of equity instruments based
      on the grant-date fair value of the award (with limited exceptions). That cost
      will be recognized over the period during which an employee is required to
      provide service in exchange for the award - the requisite service period
      (usually the vesting period). SFAS No. 123R requires that the compensation
      cost
      relating to share-based payment transactions be recognized in the financial
      statements.












19




**** **Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Notes
        to
        Financial Statements
 (Expressed
        in U.S. Dollars)
 September
        30,  2007
 _________________________________________________________________________________________________________________________________________________________________________________


That cost will be measured based on the fair value of the equity or liability
      instruments issued. Public entities that file as small business issuers will
      be
      required to apply SFAS


No. 123R in the first interim or annual reporting period
      that begins after 15 December 2005. The adoption of this standard is not
      expected to have a material effect on the


Company's results of operations or its financial position.




The FASB has also issued SFAS No. 151 and 152, but they will not have an effect
      of the financial reporting of the Company.




**3.**
            **Mineral
                Properties**




On 21 February 2006 the Company acquired an interest in a mineral claim located
      in Clark County, Nevada (the “Rose Prospect Lode Mining Claim”) for $6,375. In
      May 2006 the


Company commissioned a geological evaluation report
      of
      the Rose Prospect Lode Mining Claim and in June 2006 commissioned a Phase I
      work
      program as recommended by an


evaluation report. During the Phase I work program the Company staked a second
      claim adjacent to
      the
      west of the Rose Lode Claim to cover other indicated mineralized zones


observed in that area (the “Rose Prospect II Lode Mining Claim”).




The Company incurred no exploration and development expenditures on the Rose
      Prospect Lode Mining Claim property for the year ended 30 September 2007 (2006
      -
      $6,125,


2005 - $Nil, cumulative - $6,125).




**4.**
            **Accounts
                Payable and Accrued Liabilities**




Accounts payable and accrued liabilities are non-interest bearing, unsecured
      and
      have settlement dates within one year.




**5.**
            **Related
                Party Transactions**




During
      the year ended 30 September 2007, an officer and director of the Company made
      contributions to capital for management fees in the amount of $18,000 (2006
      -
      $18,000, 2005 - $Nil, cumulative - $36,000) and rent in the amount of $6,000
      (2006 - $6,000, 2005 - $Nil, cumulative - $12,000) (Note 8).




During
      the year ended 30 September 2007, the Company paid consulting fees of $2,500
      (2006 - $Nil, 2005 - $Nil) to a company controlled by a director of the Company
      (Note 8).




**6.****Capital
      Stock**




Authorized capital stock consists of 75,000,000 common shares with a par value
      of $0.001 per common share. The total issued and outstanding capital stock
      is
      18,500,000


common shares with a par value of $0.001 per common share.







i.
            On
                3 December 2003, 1 common share of the Company was issued for cash
                proceeds of $1.





ii.
            On
                1 January 2006, 10,000,000 common shares were issued to an officer
                and
                director of the Company for cash proceeds of
                $10,000.





iii.
            On
                1 January 2006, 1 common share of the Company was redeemed for proceeds
                of
                $1. This common share was cancelled on the same
                date.





iv.
            On
                3 May 2007, the Company completed a public offering of securities
                pursuant
                to an exemption provided by Rule 504 of Regulation D, registered
                in the
                State of Nevada, and issued 8,500,000 common shares for total cash
                proceeds of $85,000.











20





**** **Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Notes
        to
        Financial Statements
 (Expressed
        in U.S. Dollars)
 September
        30,  2007
 _________________________________________________________________________________________________________________________________________________________________________________





**7.****Income
      Taxes**




The
      Company has losses carried forward for income tax purposes to 30 September
      2007.
      There are no current or deferred tax expenses for the year ended 30 September
      2007 due to the Company’s loss position. The Company has fully reserved for any
      benefits of these losses. The deferred tax consequences of temporary differences
      in reporting items for financial statement and income tax purposes are
      recognized, as appropriate. Realization of the future tax benefits related
      to
      the deferred tax assets is dependent on many factors, including the Company’s
      ability to generate taxable income within the net operating loss carryforward
      period. Management has considered these factors in reaching its conclusion
      as to
      the valuation allowance for financial reporting purposes.




The
      provision for refundable federal income tax consists of the
      following:







**For
                the year ended September 2007**
            
            **For
                the year ended September 2006**
            
            **For
                the year ended September 2005****$**
            
            **$**
            
            **$**Deferred
                tax asset attributable to:Current
                operations
            
            21,953
            
            13,920
            
            102Contributions
                to capital by related parties
            
            (8,160)
            
            (8,160)
            
            -Less:
                Change in valuation allowance
            
            (13,793)
            
            (5,760)
            
            (102)Net
                refundable amount
            
            -
            
            -
            
            -






The
      composition of the Company’s deferred tax assets as at 30 September 2007, 2006
      and 2005


are
      as
      follows:





**As
                at 30 September 2007**
            
            **As
                at 30 September 2006**
            
            **As
                at 30 September 2005****$**
            
            **$**
            
            **$**Net
                income tax operating loss carryforward
            
            105,507
            
            40,940
            
            300Statutory
                federal income tax rate
            
            34%
            
            34%
            
            34%Contributed
                rent and services
            
            -15.47%
            
            -19.93%
            
            0%Effective
                income tax rate
            
            0%
            
            0%
            
            0%Deferred
                tax assets
            
            19,552
            
            5,760
            
            102Less:
                Valuation allowance
            
            (19,552)
            
            (5,760)
            
            (102)Net
                deferred tax asset
            
            -
            
            -
            
            -




The
      potential income tax benefit of these losses has been offset by a full valuation
      allowance.








21




**** **Rose
        Explorations Inc.**
 **(A
        Development Stage Company)**
 Notes
        to
        Financial Statements
 (Expressed
        in U.S. Dollars)
 September
        30,  2007
 _________________________________________________________________________________________________________________________________________________________________________________


As
      at 30
      September 2007, the Company has an unused net operating loss carry-forward
      balance of approximately $57,507 that is available to offset future taxable
      income. This unused net operating loss carry-forward balance expires between
      2024 and 2027.




**8.****Supplemental
      Disclosures with Respect to Cash Flows**




**2007**
            
            **2006**
            
            **2005****$**
            
            **$**
            
            **$**Cash
                paid during the year for interest
            
            -
            
            -
            
            -Cash
                paid during the year for income taxes
            
            -
            
            -
            
            -





During
      the year ended 30 September 2007, an officer and director of the Company made
      contributions to capital for management fees in the amount of $18,000 (2006
      -
      $18,000,


2005
      -
      $Nil, cumulative - $36,000) and rent in the amount
      of
      $6,000 (2006 - $6,000, 2005 - $Nil, cumulative - $12,000) (Note 5).




During
      the year ended 30 September 2007, the Company paid consulting fees of $2,500
      (2006 - $Nil, 2005 - $Nil) to a company controlled by a director of the Company
      (Note 5).















22





**Item 8.**
              **Changes
                  in and Disagreements With Accountants on Accounting and Financial
                  Disclosures**


None.




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




***Evaluation
      of Disclosure Controls and Procedures***




Our
      management, including our chief executive officer and chief financial officer,
      have evaluated our disclosure controls and procedures (as defined in
      Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as of the end of the period covered by this Form 10-KSB.
      Based on that evaluation, our chief executive officer and chief financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that the information we are required to disclose in reports we file
      or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time period specified in Securities and Exchange Commission rules
      and
      forms. There are inherent limitations to the effectiveness of any system of
      disclosure controls and procedures, including cost limitations, the possibility
      of human error, judgments and assumptions regarding the likelihood of future
      events, and the circumvention or overriding of the controls and procedures.
      Accordingly, even effective disclosure controls and procedures can only provide
      reasonable assurance of achieving their control objectives.




**Changes
      in Internal Controls over Financial Reporting**




There
      have been no changes in our internal control over financial reporting identified
      in connection with the evaluation required by paragraph (d) of Rule 13a-15
      or 15d-15 promulgated under the Exchange Act that occurred during the last
      fiscal quarter of the fiscal year ended February 28, 2007 that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting. Management is aware that there is a lack of
      segregation of duties at our company due to the limited number of employees
      dealing with general administrative and financial matters. At this time
      management believes that, given the individuals involved and the control
      procedures in place, the risks associated with such lack of segregation are
      insignificant, and that the potential benefits of adding additional employees
      to
      segregate duties more clearly do not justify the associated added expense.
      Management will continue to evaluate this segregation of duties. In addition,
      management is aware that many of our currently existing internal controls are
      undocumented. Our management will be working to document such internal controls
      over the coming year.





**Item 8B.**
            **Other
                Information.**




None.




**PART
      III**




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




***Directors,
      Executive Officers and Key Employees***






The
      following table sets forth certain information regarding our directors,
      executive officers and key employees as of September 30, 2007 and the date
      of
      the filing of this annual report:




**Name**
            
            ****
              **Age**
            
            **Position(s)**Greg Cowan
            
            40
            
            President, Chief Executive Officer, Secretary, Treasurer, Principal
                Accounting
              Officer and Chairman of the Board of DirectorsRex
                Pegg
            
            54
            
            Vice President of Exploration and
                Director








23




**Greg
      Cowan** has been
      the President, Secretary, Treasurer and a Director of our Company since
      inception. Since 2005, Mr. Cowan has also been General Manager of Unicity
      International in Langley, British Columbia, Canada, where he is responsible
      for
      all aspects of operation including budgets, projections and overall
      profitability. Greg was also involved in the opening Unicity’s offices in China
      and Belgium in 2005. Prior to Joining Unicity, Mr. Cowan was Vice President
      of
      Sales and Marketing at Larrea BioScience Inc. in Vancouver, British Columbia,
      where he designed concepts for product labels, packaging, literature, handled
      trademark registration of items internationally, directed regulatory matters
      with Health Canada and US FDA, Australia, EU, Korea, hired and trained sales
      brokers and distributors across USA, Canada, Asia, EU and administered budgets.
      While with Larrea, he was involved in taking company public on NASDAQ and
      raising capital. He has also held the following positions: Director Sales and
      Marketing - Royal Numico; President and CEO - Natures Essence Inc.; and
      President and CEO Puresource Inc. Mr. Cowan is currently enrolled in the Ivey
      School of Business Executive MBA program and will graduate in the fall of 2008.
      Mr. Cowan is an enthusiastic team player with good leadership ability, is self
      motivated , is an analytical problem solver able to work independently and
      has
      excellent negotiation and sales skills. Mr. Cowan will devote his time as
      required to the business of our Company.





**Rex
      S. Pegg, BASc., P.Eng.** **** joined
      our Company in September 2006 as a Director and Vice President Exploration.
      Mr.
      Pegg graduated from the University of Toronto in 1976 with a Bachelor of Applied
      Science in Geological Engineering (exploration option). Prior to graduation,
      Mr.
      Pegg gained nine summers of mineral exploration experience in Canada.
      Subsequently he has continuously worked throughout Canada, as well as in
      Zimbabwe, China, Mexico, Kyrghyzstan, Philippines, the United States and
      Venezuela on mineral exploration and underground operations for Keewatin
      Engineering Inc., BP Resources Canada Ltd., Selco Inc., Kennco Explorations
      Limited, Lac Minerals Ltd. and various private and public junior mining
      companies. Mr. Pegg's experience encompasses exploration for
      epithermal/mesothermal/shear-related gold, volcanogenic massive sulphide, sedex,
      PGM, alkaline Cu-Au, placer diamond-gold and industrial mineral deposits. This
      work included the organization and management of projects ranging from small
      to
      large scale surface and underground programs and property evaluations, ore
      reserve estimations and due diligence. Mr. Pegg will devote his time as required
      to the business of our Company.





***Term
      of Office of Directors***




Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our stockholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our Board of Directors and hold
      office until the officer dies or resigns or the Board elects a successor or
      removes the officer.




***Key
      Employees***




None.




***Family
      Relationships***




None.




***Involvement
      in Certain Legal Proceedings***




None.




***Section 16(a)
      Beneficial Ownership Reporting Compliance***




Section 16(a)
      of the Securities Exchange Act of 1934, as amended, requires our directors
      and
      executive officers, and persons who beneficially own more than 10% of a
      registered class of our equity securities, to file reports of beneficial
      ownership and changes in the beneficial ownership of our securities with the
      SEC
      of Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes
      of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
      Ownership of Securities). Directors, executive officers and beneficial owners
      of
      more than 10% of our Common Stock are required by SEC regulations to furnish
      us
      with copies of all Section 16(a) forms that they file. Based on a review of
      the SEC’s website, we believe that, with respect to our most recent fiscal year,
      all directors, executive officers and greater than 10% beneficial owners
      complied with all Section 16(a) filing requirements applicable to them.




***Code
      of Ethics***




We
      have
      adopted an informal Code of Ethics that applies to our officers, directors
      and
      employees, which we feel is sufficient at this time, given we are still in
      the
      start-up, development stage and have limited employees, officers and directors.






24






**Item 10.**
            **Executive
                Compensation******




We
      currently have two executive officers, neither of which draws a salary. Greg
      Cowan serves as our Chief Executive Officer and Principal Accounting Officer
      and
      Rex Pegg serves as our Vice President of Exploration. The following summary
      compensation table sets forth information concerning compensation for services
      rendered in all capacities during 2007 awarded to, earned by or paid to our
      executive officers.


**SUMMARY
      COMPENSATION TABLE**


**Name
                and**
              
              **Principal**
              
              **Position**
              
              **(a)**
            
            **Year**
              **(b)**
            
            **Salary**
              **($)**
              **(c)**
            
            **Bonus**
              **($)**
              **(d)**
            
            **Stock**
              **Awards**
              **($)**
              **(e)**
            
            **Option**
              **Awards**
              **($)**
              **(f)**
            
            **Non-Equity**
              **Incentive**
              **Plan**
              **Compensation**
              **($)**
              **(g)**
            
            **Change
                in**
              **Pension**
              **Value
                and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **($)**
              **(h)**
            
            **All
                Other**
              **Compensation**
              **($)**
              **(i)**
            
            **Total**
              **($)**
              **(j)**Greg
                Cowan, Chief Executive Officer and Principal Accounting
                Officer
            
            2007
              2006
            
            $
              $
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            $
              $
            0
              0Rex
                Pegg, V.P. Exploration
            
            2007
              2006
            
            $
              $
            2,500
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            $
              $
            2,500
              0








**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END TABLE**





**Option
                Awards**
            
            **Stock
                Awards****Name**
              **(a)**
            
            **Number
                of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options**
              **(#)**
              **(Exercisable)**
              **(b)**
            
            **Number
                of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options**
              **(#)**
              **(Unexercisable)**
              **(c)**
            
            **Equity**
              **Incentive**
              **Plan**
              **Awards:**
              **Number
                of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Unearned**
              **Options**
              **(#)**
              **(d)**
            
            **Option**
              **Exercise**
              **Price**
              **($)**
              **(e)**
            
            **Option**
              **Expiration**
              **Date**
              **(f)**
            
            **Number**
              **of
                Shares**
              **or
                Units**
              **of
                Stock**
              **That
                Have**
              **Not**
              **Vested**
              **(#)**
              **(g)**
            
            **Market**
              **Value
                of**
              **Shares
                or**
              **Units**
              **of
                Stock**
              **That
                Have**
              **Not**
              **Vested**
              **($)**
              **(h)**
            
            **Equity**
              **Incentive**
              **Plan**
              **Awards:**
              **Number**
              **of**
              **Unearned**
              **Shares,**
              **Units
                or**
              **Other**
              **Rights**
              **That**
              **Have
                Not**
              **Vested**
              **(#)**
              **(i)**
            
            **Equity**
              **Incentive**
              **Plan**
              **Awards:**
              **Market**
              **or
                Payout**
              **Value
                of**
              **Unearned**
              **Shares,**
              **Units
                or**
              **Other**
              **Rights**
              **That**
              **Have
                Not**
              **Vested**
              **($)**
              **(j)**GregCowan
            
            0
            
            0
            
            0
            
            0
            
            N/A
            
            0
            
            $
            0
            
            0
            
            0Rex
                Pegg
            
            0
            
            0
            
            0
            
            0
            
            N/A
            
            0
            
            
            0
            
            0
            
            0






***Option
      Grants in 2007***




No
      options were granted during the fiscal year ended September 30, 2007. We have
      no
      outstanding warrants or stock options.






***Director
      Compensation***




On
      January 1, 2006, 10,000,000 shares of our common stock, valued at $0.01 per
      share, were issued to Greg Cowan, an officer and director of the Company in
      exchange for $10,000 in cash.






25




***Employment
      Agreements***




We
      have
      no employment or other agreements with any of our officers and
      directors.




***Report
      on Repricing of Options***




None.






**Item 11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters******





***Security
      Ownership of Certain Beneficial Owners and Management***




The
      following table provides certain information regarding the ownership of our
      common stock, as of September 30, 2007, by:




•
            
            each
                of our executive officers;




•
            
            each
                director;




•
            
            each
                person known to us to own more than 5% of our outstanding common
                stock;
                and




•
            
            all
                of our executive officers and directors and as a group.


As
      of
      September 30, 2007 and the date of the filing of this annual report, we had
      a
      total of 18,500,000 shares of common stock issued and outstanding. Greg Cowan,
      our principal Executive Officer and Chairman of the Board of Directors, who
      holds approximately 9.6% of our shares, may be able to exert control over the
      Company and its management. Except as indicated in footnotes to this table,
      the
      persons named in this table have sole voting and investment power with respect
      to all shares of common stock indicated below.


**Name
                of Beneficial Owner**
            
            **Number
                of**
              **Shares**
              **Beneficially**
              **Owned**
            
            **Percent(%)**Greg
                Cowan
            
            10,000,000
            
            54%________________________________________________________
              All
                directors and executive officers as a group (6 persons)
            
            10,000,000
            
            54%




***Changes
      in Control***




None.






**Item 12.**
            **Certain
                Relationships, Related Transactions and Director
                Independence******




During
      the year ended September 30, 2007, an officer and director made contributions
      to
      capital for management fees in the amount of $18,000 (2006 - $18,000) and for
      rent in the amount of $6,000 (2006 - $Nil).




***Director
      Independence***




The
      OTC
      Bulletin Board does not have a requirement that a majority of our Board of
      Directors be independent. However, with respect to the definition of
      independence utilized by NASDAQ, our officers and directors would be deemed
      to
      be independent.






26


The
      NASDAQ rules have both objective tests and a subjective test for determining
      who
      is an “independent director.” The objective tests state, for example, that a
      director is not considered independent if he or she is an employee of the
      Company or is a partner, executive officer or controlling stockholder of an
      entity to which the Company made, or from which the Company received, payments
      in the current or any of the past three fiscal years that exceed the greater
      of
      $200,000 or 5% of the recipient’s consolidated gross revenue for that year or a
      family member serves in the current fiscal year or has served at any time during
      the last three fiscal years as an executive officer of the Company. The
      subjective test states that an independent director must be a person who lacks
      a
      relationship that, in the opinion of the Board, would interfere with the
      exercise of independent judgment in carrying out the responsibilities of a
      director.




**Item 13.**
            **Exhibits******




The
      following exhibits marked with an asterisk are incorporated herein by reference
      to our original Form SB-2 registration statement and can be found in their
      entirety on the SEC website at www.sec.gov ;
      all
      other exhibits are being filed as part of this Annual Report on Form 10-KSB:




**Exhibit #**
            
            **Description**3.1*
            
            Articles
                of Incorporation. (1)32*
              
              23
            
            By-Laws
                (2)
              
              Consent
                of Auditors31
            
            Sec.
                302 Certification32
            
            Sec.
                906 Certification




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




***Audit
      Fees***




The
      audit
      fees of James Stafford Chartered Accountants for the fiscal years ended
      September 30, 2007 and 2006 were approximately $4,000 and $3,270, respectively.




***Audit-Related
      Fees***




The
      fees
      of James Stafford Chartered Accountants for providing audit-related services
      such as reviewing our quarterly reports on Form 10-QSB for the fiscal year
      ended
      September 30, 2007 was approximately $4,779.




***Tax
      Fees***




James
      Stafford Chartered Accountants does not provide us with tax compliance, tax
      advice or tax planning services.




***All
      Other Fees***




None.






27


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, as amended, the registrant has duly caused this report to be signed
      on
      our behalf by the undersigned, thereunto duly authorized.






ROSE
      EXPLORATIONS, INC.




/s/
      Greg
      Cowan


By:
      Greg
      Cowan, President and Chief Executive Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




**Signature**
            
            **Title**
            
            **Date**/s/
                Greg Cowan
              **By:
                Greg Cowan**
            
            President,
                Chief Executive Officer (Principal Executive Officer), Secretary,
                Treasurer, Principal Accounting Officer and Director
            
            November
                28, 2007/s/
                Rex S. Pegg
              **By:
                Rex S. Pegg**
            
            Vice
                President - Explorations and Director
            
            November
                28, 2007




28