**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





[X]
      Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended **December
      31, 2007**




[
      ]
      Transition report under Section 13 or 15(d) of the Exchange Act For the
      transition period from ___ to ___





**Commission
      File Number 333-140299**





**ROSE
      EXPLORATIONS INC.**


(Exact
      name of registrant as specified in its charter)








**Nevada**  **98-0425627**


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








**33158
      Myrtle Avenue**


**Mission,
      British Columbia, Canada**   **V2V
      5W1**


(Address
      of principal executive offices) (Zip Code)





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





None


Former
      Name, Address and Fiscal Year, if Changed Since Last Report








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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes X No
      ____







Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
      (Check one): Large
      accelerated filer ___    Accelerated filer ___   
Non-accelerated filer X_







At
      December 31, 2007, there were 18,500,000 shares of our common stock issued
      and
      outstanding.





Transitional
      Small Business Disclosure Format Yes ___ No X











1













**TABLE
      OF CONTENTS**








**PART
      I. FINANCIAL INFORMATION**
      .................................................................... 3





Item
      1.  Financial
      Statements......................................................................................... 3





Item
      2.
      Management's Discussion and Analysis or Plan of
      Operation............... 10





Item
      3.
      Controls and
      Procedures................................................................................ 12





**PART
      II . OTHER INFORMATION**
      .........................................................................1 2





Item
      6.
      Exhibits .............................................................................................................1 2





**SIGNATURES**
      ..............................................................................................................1 2













































































2


**PART
      1. FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





The
      financial statements included herein have been prepared by us, without audit,
      pursuant to the rules and regulations of the Securities and Exchange Commission.
      Certain information and footnote disclosures normally included in financial
      statements prepared in accordance with generally accepted accounting principles
      have been omitted. However, in the opinion of management, all adjustments (which
      include only normal recurring accruals) necessary to present fairly the
      financial position and results of operations for the period presented have
      been
      made. The results for interim periods are not necessarily indicative of trends
      or of results to be expected for the full year. These financial statements
      should be read in conjunction with the financial statements and notes thereto
      included in the our annual report Form 10K-SB, filed with the U.S. Securities
      and Exchange Commission on December 17, 2007, which can be found on the SEC
      website (www.sec.gov) under SEC File Number 333-140299.














































































































3







**Rose
      Explorations Inc.**


(A
      Development Stage Company)


Financial
      Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


**31
      December 2007**


















4











**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Balance
      Sheets


(Expressed
      in U.S. Dollars)


(Unaudited)





**As
                at 31 December 2007**
            
            **As
                at 30 September 2007**
              **(Audited)****$**
            
            **$****Assets****Current**Cash
                and cash equivalents
            
            33,798
            
            42,17033,798
            
            42,170**Liabilities****Current**Accounts
                payable and accrued liabilities (Note4)
            
            3,452
            
            4,677**Stockholder’s
                deficiency****Capital
                stock**(Note6)Authorized75,000,000
                of common shares, par value $0.001Issued
                and outstanding31
                December 2007 - 18,500,000 common shares, par value $0.00130
                September 2007 - 18,500,000 common share, par value $0.001
            
            18,500
            
            18,500**Additional
                paid-in capital**
            
            130,500
            
            124,500**Deficit,
                accumulated during the development stage**
            
            (118,654)
            
            (105,507)30,346
            
            37,49333,798
            
            42,170





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





**On
      behalf of the Board:**/s/ Greg
      Cowan,   Director


By:
      Greg Cowan





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











5


**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Statements
      of Operations


(Expressed
      in U.S. Dollars)


(Unaudited)





**For
                the period from the date of inception on 5 December 2003 to 31 December
                2007**
            
            **For
                the three month period ended 31 December 2007**
            
            **For
                the three month period ended 31 December 2006****$**
            
            **$**
            
            **$****Expenses**Acquisition
                of mineral property (Note3)
            6,375
            
            -
            
            -Bank
                charges and interest
            379
            
            -
            
            -Consulting
            7,500
            
            -
            
            -Exploration
                and development (Note3)
            6,125
            
            -
            
            -Filing
                fees
            2,534
            
            1,000
            
            350Legal
                and accounting
            36,961
            
            5,397
            
            4,660Licences
                and permits
            1,100
            
            -
            
            -Management
                fees (Notes5and8)
            40,500
            
            4,500
            
            4,500Registered
                agent
            400
            
            -
            
            -Rent
                (Notes5and8)
            13,500
            
            1,500
            
            1,500Transfer
                agent
            3,280
            
            750
            
            -**Net
                loss for the period**
            (118,654)
            
            (13,147)
            
            (11,010)**Basic
                and diluted loss per common share**
            
            
            (0.001)
            
            (0.001)**Weighted
                average number of common shares used in per share
                calculations**
            
            
            18,500,000
            
            10,000,000














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




















6


**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Statements
      of Cash Flows


(Expressed
      in U.S. Dollars)


(Unaudited)





**For
                the period from the date of inception on 5 December 2003 to 31 December
                2007**
            
            **For
                the three month period ended 31 December 2007**
            
            **For
                the three month period ended 31 December 2006****$**
            
            **$**
            
            **$****Cash
                flows from operating activities**Net
                loss for the period
            
            (118,654)
            
            (13,147)
            
            (11,010)Adjustments
                to reconcile loss to net cash used by operating activitiesContributions
                to capital by related
              parties
                (Notes5and8)
            
            54,000
            
            6,000
            
            6,000Changes
                in operating assets and liabilitiesIncrease
                in accounts payable and accrued liabilities
            
            3,452
            
            (1,225)
            
            5,010(61,202)
            
            (8,372)
            
            -**Cash
                flows from financing activities**Common
                shares issued for cash
            
            95,001
            
            -
            
            -Common
                shares redeemed
            
            (1)
            
            -
            
            -95,000
            
            -
            
            -**Increase
                in cash and cash equivalents**
            
            33,798
            
            (8,372)
            
            -**Cash
                and cash equivalents, beginning of period**
            
            -
            
            42,170
            
            3,000**Cash
                and cash equivalents, end of period**
            
            33,798
            
            33,798
            
            3,000





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








The
      accompanying notes are an integral part of these financial
      statements











.


7


**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Statements
      of Changes in Stockholders’ Deficiency


(Expressed
      in U.S. Dollars)


(Unaudited)





**Number
                of shares issued**
            **Capital
                stock**
            **Additional
                paid-in capital**
            **Deficit,
                accumulated during the development stage**
            **Stockholder’s
                deficiency****$**
            
            **$**
            
            **$**
            
            **$****Balance
                at 5 December 2003 (inception)**
            
            -
            
            -
            
            -
            
            -
            
            -Common
                share issued for cash ($1 per share) (Note6)
            
            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) (Note6)
            
            10,000,000
            
            10,000
            
            -
            
            -
            
            10,000Common
                shares redeemed - cash ($1 per share) (Note6)
            
            (1)
            
            -
            
            (1)
            
            -
            
            (1)Contributions
                to capital by related Parties - expenses (Notes5and8)
            
            -
            
            -
            
            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)Contributions
                to capital by related Parties - expenses (Notes5and8)
            
            -
            
            -
            
            24,000
            
            -
            
            24,000Common
                shares issued for cash ($0.001 per share) (Note6)
            
            8,500,000
            
            8,500
            
            76,500
            
            -
            
            85,000Net
                loss for the period
            
            -
            
            -
            
            -
            
            (64,567)
            
            (64,567)**Balance
                at 30 September 2007**
            
            18,500,000
            
            18,500
            
            124,500
            
            (105,507)
            
            37,493Contributions
                to capital by related Parties - expenses (Notes5and8)
            
            -
            
            -
            
            6,000
            
            -
            
            6,000Net
                loss for the period
            
            -
            
            -
            
            -
            
            (13,147)
            
            (13,147)**Balance
                at 31 December 2007**
            
            18,500,000
            
            18,500
            
            130,500
            
            (118,654)
            
            30,346








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















**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      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 31 December 2007 and for the three month
      period 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 $13,147
      for the three month period ended 31 December 2007 (31 December 2006 - $11,010)
      and has a working capital of $30,346 at 31 December 2007 (30 September 2006
      -
      working capital of $37,493).





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
      31
      December 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.

















**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      2007





**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.





**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.




















**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      2007







**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.




















**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      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 31 December 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 5 December 2003 to 31
      December 2007.
















**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      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.





**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













**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      2007








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. 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”). 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 made no expenditures on its Mining Claim property for the three month
      period ended 31 December 2007 (31 December 2006 - $Nil, cumulative -
      $12,500).












**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      2007








**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 three month period ended 31 December 2007, an officer and director of the
      Company made contributions to capital for management fees in the amount of
      $4,500 (31 December 2006 - $4,500, cumulative - $40,500) and rent in the amount
      of $1,500 (31 December 2006 - $1,500, cumulative - $13,500) (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.





8


**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      2007








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





The
      Company has losses carried forward for income tax purposes to 31 December 2007.
      There are no current or deferred tax expenses for the period ended 31 December
      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 three month period ended 31 December 2007**
            
            **For
                the three month period ended 31 December 2006****$**
            
            **$**Deferred
                tax asset attributable to:Current
                operations
            
            4,470
            
            3,743Contributions
                to capital by related parties
            
            (2,040)
            
            (2,040)Less:
                Change in valuation allowance
            
            (2,430)
            
            (1,703)Net
                refundable amount
            
            -
            
            -
























































**Rose
      Explorations Inc.**


**(A
      Development Stage Company)**


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


(Unaudited)


31
      December
      2007





The
      composition of the Company’s deferred tax assets as at 31 December 2007 and 30
      September 2007 are as follows:





**As
                at 31 December 2007**
            
            **As
                at 30 September 2007 (Audited)****$**
            
            **$**Income
                tax operating loss carryforward
            
            
            
            118,654
            
            105,507Statutory
                federal income tax rate
            
            
            
            34%
            
            34%Contributed
                rent and services
            
            
            
            -15.47%
            
            -15.47%Effective
                income tax rate
            
            
            
            0%
            
            0%Deferred
                tax assets
            
            
            
            21,982
            
            19,552Less:
                Valuation allowance
            
            
            
            (21,982)
            
            (19,552)Net
                deferred tax asset
            
            
            
            -
            
            -





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




As
      at 31
      December 2007, the Company has an unused net operating loss carry-forward
      balance of approximately $118,654 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**





**31
                December 2007**
            
            **31**
              **December
                2006****$**
            
            **$**Cash
                paid during the year for interest
            
            -
            
            -Cash
                paid during the year for income taxes
            
            -
            
            -





During
      the three month period ended 31 December 2007, an officer and director of the
      Company made contributions to capital for management fees in the amount of
      $4,500 (31 December 2006 - $4,500, cumulative - $40,500) and rent in the amount
      of $1,500 (31 December 2006 - $1,500, cumulative - $13,500) (Note 6) .












9


**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





**Results
      of Operations**





The
      following discussion should be read in conjunction with the audited financial
      statements and notes thereto included in our annual report on Form 10K-SB,
      filed
      on December 17, 2007, which can be found in its entirety on the SEC website
      at
      www.sec.gov and should further be read in conjunction with the financial
      statements included in this report.





We
      are a
      start up, development stage mining exploration company and have had not yet
      generated any revenues from operations since inception. From inception on
      December 5, 2003 to December 31, 2007, our total net loss is $118,654.





**Three
      months ended December 31, 2007, as compared to the Three months ended December
      31, 2006**





**Results
      of Operations**





We
      have
      generated no revenues since inception on December 5, 2003.




For
      the
      three months ended December 31, 2007, we incurred net operating losses of
      $13,147, or $0.001 per share, as compared to net operating losses of $11,010,
      or
      $0.001 per share, for the three months ended December 31, 2006. The increase
      in
      operating losses was attributed to increased filing fees expense ($1,000 -
      2007
      compared to $350 - 2006) and fees paid to our stock transfer agent ($750 -
      2007
      compared to $0 - 2006) to set up, print and issue stock certificates following
      completion of our initial public offering. In addition, our legal and accounting
      fees increased due to the preparation and filing of our periodic reports ($5,397
      - 2007 compared to $4,660 - 2006).





Total
      expenses for the three months ended December 31, 2007 were $13,147, consisting
      of management fees accrued and payable to an officer and director in the amount
      of $4,500, legal and professional fees in the amount of $5,397, filing fees
      in
      the amount of $1,000, rent in the amount of $1,500 and transfer agent fees
      in
      the amount of $750, as compared to total expenses of $11,010 for the three
      month
      period ended December 31, 2006.





**Related
      party transactions**





During
      the three month period ended December 31, 2007, an officer and director made
      contributions to capital for management fees in the amount of $4,500 (December
      31, 2006 - $4,500, cumulative - $40,500) and rent in the amount of $1,500
      (December 31, 2006 - $1,500, cumulative - $13,500).





**Liquidity
      and Capital Resources**





At
      December 31, 2007, our cash in the bank was $33,798. We expect these funds
      to
      satisfy our cash requirements for at least the next 12 months without having
      to
      raise additional funds or seek bank loans.






10


Since
      inception, we have used our common stock to raise money for our operations
      and
      to pay outstanding indebtedness. Our stockholder's equity at December 31, 2007
      was $30,346.





Our
      auditors have expressed the opinion that in our current state, there is
      substantial doubt about our ability to continue as a going concern.





We
      do not
      currently have any stock options or warrants issued and/or
      outstanding.





**Critical
      Accounting Policies**





The
      financial statements included herein have been prepared pursuant to the rules
      and regulations of the Securities and Exchange Commission. Management believes
      the disclosures made are adequate to make the information not misleading. The
      financial statements and accompanying notes are prepared in
      accordance


with
      generally accepted accounting principles. Preparing financial statements
      requires Management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. These estimates and
      assumptions are affected by Management's application of accounting policies.
      These important accounting policies include the successful efforts


method
      of
      accounting for property and equipment, revenue recognition, accounting for
      income taxes and foreign currency translation.





Management
      maintains disclosure controls and procedures designed to ensure that we are
      able
      to timely collect the information we are required to disclose in our reports
      filed with the U.S. Securities and Exchange


Commission.
      Within the 90 days prior to the date of this report, we performed an evaluation,
      under the supervision and with the participation of our Management, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation,
      our
      Principal Executive Officer and Principal Financial Officer concluded that
      the
      current disclosure controls are effective in timely alerting us to any material
      information required to be included in our periodic SEC filings.





We
      also
      maintain a system of internal controls designed to provide reasonable assurance
      that (i) transactions are executed in accordance with Management's general
      and
      specific authorization; (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with generally accepted
      accounting principles and to maintain accountability for assets; (ii) access
      to
      assets is permitted only in accordance with Management's general or specific
      authorization; and (iv) the recorded accountability for assets is compared
      with
      the existing assets at reasonable intervals and appropriate action is taken
      with
      respect to any differences. We believe that our internal controls are effective
      to provide reasonable


assurance
      that our financial statements are fairly presented in conformity with generally
      accepted accounting principals. Since our most recent evaluation, there have
      been no changes in our internal controls or in other


factors
      that could significantly affect our internal controls, nor were any corrective
      actions required with regard to significant deficiencies and material
      weaknesses.


11


We
      apply
      SFAS No. 128, Earnings Per Share, for the calculation of "Basic" and "Diluted"
      earnings per share. Basic earnings per share includes no dilution and is
      computed by dividing income available to common stockholders by the weighted
      average number of common shares outstanding for the period. Diluted earnings
      per
      share reflects the potential dilution of securities that could share in our
      earnings.




We
      have
      also adopted SFAS No. 52, Foreign Currency Translation, which requires that
      the
      translation of the applicable foreign currency into U.S. dollars be performed
      for balance sheet accounts using current


exchange
      rates in effect at the balance sheet date and for revenue and expense accounts
      using a weighted average exchange rate during the period. The gains or losses
      resulting from such translation are


included
      in the consolidated statements of stockholders' equity and comprehensive
      income.





**ITEM
      3. CONTROLS AND PROCEDURES**





Within
      the 90 days prior to the date of this report, our officers and directors
      performed an evaluation of the effectiveness of the design and operation of
      our
      disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
      upon the evaluation, Mr. Cowan, who serves as our Chief Executive Officer,
      Chief
      Financial Officer and Principal Accounting Officer concluded that the current
      disclosure controls are effective in timely alerting us to any material
      information required to be included in our periodic SEC filings. There have
      been
      no significant changes in our internal controls or in other factors that could
      significantly affect our internal controls subsequent to the date of this
      evaluation.




**PART
      II - OTHER INFORMATION**





**ITEM
      6. EXHIBITS**





A)
      The
      following exhibits marked with an asterisk and required to be filed herein
      are
      incorporated by reference and can be found in their entirety in our original
      Form SB-2 registration statement:





**Exhibit
      No.**   **Description**





*
      3(i) Articles
      of Incorporation


*
      3(ii) Bylaws


31 Sec.
      302
      Certification


32 Sec.
      906
      Certification




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**ROSE
      EXPLORATIONS INC.**


a
      Nevada
      corporation (Registrant)





Dated:
      February 4,
      2008  /s/
      Greg
      Cowan, President, Secretary, Treasurer, Principal Accounting
      Officer and Director





Dated:
      February 4,
      2008 /s/
      Rex
      S. Pegg, Vice President-Exploration and Director