**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
          10-KSB** **/A**


(x)
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
                1934


For
                the
                fiscal year ended June 30, 2006





(
                )
            TRANSACTION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
                the
                transaction period fromtoCommission
                File
                number333-132681





**GROSVENOR
                EXPLORATIONS INC.**(Exact
                name of Company as specified in
                charter)





Nevada
            98-0486676State
                or other jurisdiction of incorporation or organization
            (I.R.S.
                Employee I.D. No.)





1533
                Eagle Mountain DriveCoquitlam,
                British Columbia, Canada
            V3E
                2ZS3(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
                telephone number1-604-328-2908Securities
                registered pursuant to Section 12(b) of the Act:





Title
                of each share
            Name
                of each exchange on which registeredNone
            None





Securities
                registered pursuant to Section 12 (g) of the Act:None(Title
                of Class)





Check
      whether the Issuer (1) filed all reports required to be filed by section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or for a shorter period
      that Grosvenor Explorations Inc. was required to file such reports), and (2)
      has
      been subject to such filing requirements for the past 90 days.





(1)
      Yes
      [X]  No
      [
      ]    (2)  Yes
      [X]
      No [ ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of Grosvenor Explorations Inc. 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 [
          ]


State
      issuer’s revenues for its most recent fiscal year:  $ -0-





State
      the
      aggregate market value of the voting stock held by nonaffiliates of Grosvenor
      Explorations Inc. . The aggregate market value shall be computed by reference
      to
      the price at which the stock was sold, or the average bid and asked prices
      of
      such stock, as of a specific date within the past 60 days.





As
      at
      June 30, 2006, the aggregate market value of the voting stock held by
      nonaffiliates is undeterminable and is considered to be 0.








-1-




**(ISSUER
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE
      YEARS)**





Not
      applicable





**(APPLICABLE
      ONLY TO CORPORATE COMPANYS)**





As
      of
      June 30, 2006, Grosvenor Explorations Inc. has 5,049,000 shares of common stock
      issued and outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Exhibits
      incorporated by reference are referred under Part IV.





-2-




**TABLE
      OF CONTENTS**





PART
      1


Page




ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            4ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            12ITEM
                3.
            LEGAL
                PROCEEDINGS
            16ITEM
                4.
            SUBMISSION
                OF MATTERS TO VOTE OF SECURITIES
                HOLDERS
            16PART
                IIITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS
            16ITEM
                6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            16ITEM
                7.
            FINANCIAL
                STATEMENTS
            22ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURE
            22ITEM
                8A
            CONTROLS
                AND PROCEDURES
            23PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
                PERSONS, COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE
                ACT
            23ITEM
                10.
            EXECUTIVE
                COMPENSATION
            26ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND
                MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
            28ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED
                TRANSACTIONS
            30PART
                IVITEM
                13.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            30ITEM
                14
            PRINCIPAL
                ACCOUNTANTS FEES AND SERVICES
            31SIGNATURES
            33











-3-




**PART
      1**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**History
      and Organization**





The
      Company was incorporated under the laws of the State of Nevada on May 25, 2005
      under the name of Grosvenor Explorations Ltd. (“Grosvenor”) On June 3, 2005, a
      Certificate of Correction was filed the Secretary of State for Nevada and the
      name was changed to Grosvenor Explorations Inc.  Our
      fiscal year end is June 30. Our executive offices are located at 1533 Eagle
      Mountain Drive, Coquitlam, B.C., Canada, V3E 2Z3. Our telephone and fax number
      is (604)328-2908. Other than our wholly owned subsidiary, Grosvenor Explorations
      Ltd. (“Grosvenor Canada”), the Company does not have any subsidiaries,
      affiliated companies or joint venture partners.





Grosvenor
      Canada was incorporated under the laws of British Columbia Canada on October
      19,
      2005 for the purpose of holding registered and beneficial title to the Company’s
      mineral claims situated in British Columbia, Canada. Grosvenor Canada’s business
      and registered office is located at 1533 Eagle Mountain Drive, Coquitlam, B.C.,
      Canada, V3E 2Z3.





We
      are a
      start-up mineral company in the pre-exploration stage and have not generated
      any
      operating revenues since inception. We have incurred losses since inception
      and
      our auditors have issued a going concern opinion since we must raise additional
      capital, through the sale of our securities, in order to fund our operations.
      There is can be no assurance we will be able to raise this capital. We are
      the
      registered and beneficial owner of a 100% interest in the Crome Vanadium 1,
      Crome Vanadium 2, and Crome Vanadium 3 mineral claims (collectively referred
      to
      as the “Grosvenor Claims”) located in British Columbia, Canada. Grosvenor
      acquired the Grosvenor Claims by staking for the sum of $4,018 on January 5,
      2006.





Ownership
      of the Grosvenor Claims confers on us the rights to the minerals on the
      Grosvenor Claims except for ‘placer minerals’ (being minerals found in loose
      gravel or sand, typically located in creeks, steams or rivers) or coal. We
      do
      not own the land itself since it is held in the name of the “Crown”, i.e. the
      Province of British Columbia, Canada. We do not have the right to harvest any
      timber on the Grosvenor Claims.





We
      own no
      other mineral property and are not engaged in the exploration of any other
      mineral properties. There can be no assurance that a commercially viable mineral
      deposit, an ore reserve, exists on the Grosvenor Claims or can be shown to
      exist
      unless and until sufficient and appropriate exploration work is carried out
      and
      a comprehensive evaluation of such work concludes economic and legal
      feasibility. Such work could take many years of exploration and would require
      expenditure of very substantial amounts of capital, capital we do not presently
      have and may never be able to raise. To date, we have not conducted any
      exploration work on the Grosvenor Claims. **** We
      have
      funds sufficient to complete only Phase 1 of a three-phase exploration program
      recommended for the Grosvenor Claims. We anticipate completing Phase I by no
      later than November 30, 2006.





We
      have
      no fulltime employees and management of Grosvenor, all or who reside in British
      Columbia, Canada, devotes a very small percentage of its time to the affairs
      of
      the Company. While none of our officers and directors is a director or officer
      of any other company involved in the mining industry there can be no assurance
      such involvement will not occur in the future. Such involvement could create
      a
      conflict of interest.


Our
      auditors have expressed substantial doubt about our ability to continue as
      a
      going concern in their audit report dated August 25, 2006 attached to the
      financial statements dated June 30, 2006. We have cash of $18,813 as at June
      30,
      2006 and have liabilities of $14,003 of which $8,003 is owed to our directors.
      Since our inception we have incurred accumulated losses of $51,640. We
      anticipate minimum operating expenses for the next twelve months of $64,454
      (refer to page 19). It is extremely unlikely we will earn any revenue for a
      minimum of 5 years. We do not have any employees either full or part time
      although our President receives compensation of $1,000 per month and our
      Secretary Treasurer receives $2,000 per month for service they perform on behalf
      of Grosvenor.






-4-





Management
      anticipates Grosvenor’s shares will be qualified on the system of the National
      Association of Securities Dealers, Inc. (“NASD”) known as the OTC Bulletin Board
      (the “OTCBB”).





Grosvenor
      has 5,049,000 shares outstanding.





Grosvenor
      is responsible for filing various forms with the United States Securities and
      Exchange Commission (the “SEC”) such as Form 10-KSB and Form 10-QSB.





The
      shareholders may read and copy any material filed by Grosvenor with the SEC
      at
      the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.
      The shareholders may obtain information on the operations of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
      Internet site that contains reports, proxy and information statements, and
      other
      information which Grosvenor has filed electronically with the SEC by assessing
      the website using the following address: http://www.sec.gov .
      Grosvenor has no website at this time.





**Planned
      Business**





The
      following discussion should be read in conjunction with the information
      contained in the financial statements of Grosvenor and the notes, which form
      an
      integral part of the financial statements, which are attached
      hereto.





The
      financial statements mentioned above have been prepared in conformity with
      accounting principles generally accepted in the United States of America and
      are
      stated in United States dollars.





This
      Form
      10K-SB also contains forward-looking statements that involve risks and
      uncertainties. If any of the events or circumstances described in the following
      risks actually occurs, our business, financial condition, or results of
      operations could be materially adversely affected and the price of our common
      stock could decline, when and if it is ever quoted on the OTCBB.







**Risks
      Associated with our Company:**




***1.***
            ***Because
                our auditors have issued a going concern opinion and because our
                officers
                and directors will not loan any money to us, we may not be able to
                achieve
                our objectives and may have to suspend or cease exploration
                activity****.*




Our
      auditors' report on our 2006 financial statements expressed an opinion that
      substantial doubt exists as to whether we can continue as an ongoing business
      for the next twelve months. Because our officers and directors are unwilling
      to
      commit to loan or advance capital to us, we believe that if we do not raise
      additional capital through the issuance of treasury shares, we will be unable
      to
      conduct exploration activity and may have to cease operations and go out of
      business.






-5-


***2.***
            ***Because
                the probability of an individual prospect ever having reserves is
                extremely remote, in all probability our property does not contain
                any
                reserves, and any funds spent on exploration will be lost.***




Because
      the probability of an individual prospect ever having reserves is extremely
      remote, in all probability our sole property, the Grosvenor Claims, do not
      contain any reserves, and any funds spent on exploration will be lost. If we
      cannot raise further funds as a result, we may have to suspend or cease
      operations entirely which would result in the loss of your
      investment.




***3.***
            ***We
                lack an operating history and have losses which we expect to continue
                into
                the future. As a result, we may have to suspend or cease exploration
                activity or cease operations.***




We
      were
      incorporated in 2005, have not yet conducted any exploration activities and
      have
      not generated any revenues. We have an insufficient exploration history upon
      which to properly evaluate the likelihood of our future success or failure.
      Our
      net loss from inception to June 30, 2006, the date of our most recent audited
      financial statements is $51,640. Our ability to achieve and maintain
      profitability and positive cash flow in the future is dependent
      upon




*
            our
                ability to locate a profitable mineral property*
            our
                ability to locate an economic ore reserve*
            our
                ability to generate revenues*
            our
                ability to reduce exploration
                costs.




Based
      upon current plans, we expect to incur operating losses in future periods.
      This
      will happen because there are expenses associated with the research and
      exploration of our mineral property. We cannot guarantee we will be successful
      in generating revenues in the future. Failure to generate revenues will cause
      us
      to go out of business.




***4.***
            ***Because
                our officers and directors do not have technical training or experience
                in
                starting, and operating an exploration company nor in managing a
                public
                company, we will have to hire qualified personnel to fulfill these
                functions. If we lack funds to retain such personnel, or cannot locate
                qualified personnel, we may have to suspend or cease exploration
                activity
                or cease operations which will result in the loss of your investment.***




Because
      our officers and directors are inexperienced with exploring for minerals and
      starting, and operating a mineral exploration company, we will have to hire
      qualified persons to perform surveying, exploration, and excavation of our
      property. Our officers and directors have no direct training or experience
      in
      these areas and as a result may not be fully aware of many of the specific
      requirements related to working within the industry. Their decisions and choices
      may not take into account standard engineering or managerial approaches, mineral
      exploration companies commonly use. Consequently our exploration, earnings
      and
      ultimate financial success could suffer irreparable harm due to certain of
      management's lack of experience in this industry. Additionally, our officers
      and
      directors have no direct training or experience in managing and fulfilling
      the
      regulatory reporting obligations of a ‘public company’ like Grosvenor. Unless
      our two part time officers are willing to spend more time addressing these
      matters, we will have to hire professionals to undertake these filing
      requirements for Grosvenor and this will increase the overall cost of
      operations. As a result we may have to suspend or cease exploration activity,
      or
      cease operations altogether, which will result in the loss of your
      investment.






-6-




***5.***
            ***We
                have no known ore reserves. Without ore reserves we cannot generate
                income
                and if we cannot generate income we will have to cease exploration
                activity which will result in the loss your investment.***




We
      have
      no known ore reserves. Even if we find chromite mineralization ****** we
      cannot
      guarantee that any chromite mineralization ****** will
      be
      of sufficient quantity so as to warrant recovery. Additionally, even if we
      find
      chromite mineralization ****** in
      sufficient quantity to warrant recovery, we cannot guarantee that the ore will
      be recoverable. Finally, even if any chromite mineralization ****** is
      recoverable, we cannot guarantee that this can be done at a profit. Failure
      to
      locate chromite deposits in economically recoverable quantities will mean we
      cannot generate income. If we cannot generate income we will have to cease
      exploration activity, which will result in the loss of your investment.




***6.***
            ***If
                we don't raise enough money for exploration, we will have to delay
                exploration or go out of business, which will result in the loss
                of your
                investment.***




We
      are in
      the very early pre-exploration stage. We need to raise additional capital to
      undertake our planned exploration activity. We estimate we have sufficient
      cash
      on hand, to continue operations for twelve months provided we only carry out
      Phase I of our planned exploration activity. You may be investing in a company
      that will not have the funds necessary to conduct any meaningful exploration
      activity due to our inability to raise additional capital. If that occurs we
      will have to delay exploration or cease our exploration activity and go out
      of
      business which will result in the loss of your investment.




***7.***
            ***Because
                we are small and do not have much capital, we must limit our exploration
                and as a result may not find an ore body*****.*****Without
                an ore body, we cannot generate revenues and you will lose your
                investment.***




Any
      potential development of and production from our exploration property depends
      upon the results of exploration programs and/or feasibility studies and the
      recommendations of duly qualified engineers and geologists. Because we are
      small
      and do not have much capital, we must limit our exploration activity unless
      and
      until we raise additional capital. Any decision to expand our operations on
      our
      exploration property will involve the consideration and evaluation of several
      significant factors including, but not limited to:




●
            Costs
                of bringing the property into production including exploration preparation
                of production feasibility studies, and construction of production
                facilities;●
            Availability
                and cost of financing;●
            Ongoing
                costs of production;●
            Market
                prices for the minerals to be produced;●
            Environmental
                compliance regulations and restraints; and●
            Political
                climate and/or governmental regulations and
                controls.




Such
      programs will require very substantial additional funds. Because we may have
      to
      limit our exploration, we may not find an ore body, even though our property
      may
      contain mineralized material. Without an ore body, we cannot generate revenues
      and you will lose your investment.






-7-






***8.***
            ***We
                may not have access to all of the supplies and materials we need
                to begin
                exploration which could cause us to delay or suspend exploration
                activity.***




Competition
      and unforeseen limited sources of supplies in the industry could result in
      occasional spot shortages of supplies, such as dynamite, and certain equipment
      such as bulldozers and excavators that we might need to conduct exploration.
      We
      have not attempted to locate or negotiate with any suppliers of products,
      equipment or materials. We will attempt to locate products, equipment and
      materials as and when we are able to raise the requisite capital. If we cannot
      find the products and equipment we need, we will have to suspend our exploration
      plans until we do find the products and equipment we need.




***9.***
            ***Because
                our officers and directors have other outside business activities
                and may
                not be in a position to devote a majority of their time to our exploration
                activity, our exploration activity may be sporadic which may result
                in
                periodic interruptions or suspensions of
                exploration***.




Our
      President and CEO, will be devoting only 10% of his time, approximately 15
      hours
      per month, to our operations our business. Our CFO and Secretary-Treasurer
      will
      be devoting only approximately 10 hours per month to our operations. As a
      consequence our business may suffer. For example, because our officers and
      directors have other outside business activities and may not be in a position
      to
      devote a majority of their time to our exploration activity, our exploration
      activity may be sporadic or may be periodically interrupted or suspended. Such
      suspensions or interruptions may cause us to cease operations altogether and
      go
      out of business.




**Risks
      Associated with this Offering:**




***10.
      Because we may be unable to meet property maintenance requirements or acquire
      necessary mining licenses, we may lose our interest in the Grosvenor Claims.***




In
      order
      to maintain our interest in the Grosvenor Claims we must make an annual payment
      and/or expend certain minimum amounts on the exploration of the mineral claims
      of at least $5,041 each year. If we fail to make such payments or expenditures
      in a timely fashion, we may lose our interest in the mineral claims. Further,
      even if we do complete exploration activities, we may not be able to obtain
      the
      necessary licenses to conduct mining operations on the property, and thus would
      realize no benefit from exploration activities on the property.




***11.
      Because mineral exploration and development activities are inherently risky,
      we
      may be exposed to environmental liabilities. If such an event were to occur
      it
      may result in a loss of your investment.***




The
      business of mineral exploration and extraction involves a high degree of risk.
      Few properties that are explored are ultimately developed into production.
      At
      present, the Grosvenor Claims, our sole property, does not have a known body
      of
      commercial ore. Unusual or unexpected formations, formation pressures, fires,
      power outages, labor disruptions, flooding, explosions, cave-ins, landslides
      and
      the inability to obtain suitable or adequate machinery, equipment or labour
      are
      other risks involved in extraction operations and the conduct of exploration
      programs. We do not carry liability insurance with respect to our mineral
      exploration operations and we may become subject to liability for damage to
      life
      and property, environmental damage, cave-ins or hazards. There are also physical
      risks to the exploration personnel working in the rugged terrain of British
      Columbia, often in poor climatic conditions. Previous mining exploration
      activities may have caused environmental damage to the Grosvenor Claims. It
      may
      be difficult or impossible to assess the extent to which such damage was caused
      by us or by the activities of previous operators, in which case, any indemnities
      and exemptions from liability may be ineffective. If the Grosvenor Claims is
      found to have commercial quantities of ore, we would be subject to additional
      risks respecting any development and production activities. Most exploration
      projects do not result in the discovery of commercially mineable deposits of
      ore.






-8-




***12.
      No matter how much money is spent on the Grosvenor Claims, the risk is that
      we
      might never identify a commercially viable ore reserve.***





No
      matter
      how much money is spent over the years on the Grosvenor Claims, we might never
      be able to find a commercially viable ore reserve. Over the coming years, we
      could spend a great deal of money on the Grosvenor Claims without finding
      anything of value. There is a high probability the Grosvenor Claims does not
      contain any reserves so any funds spent on exploration will probably be
      lost.





***13.
      Even with positive
      results during exploration, the Grosvenor Claims might never be put into
      commercial production due to inadequate tonnage, low metal prices or high
      extraction costs.***





We
      might
      be successful, during future exploration programs, in identifying a source
      of
      minerals of good grade but not in the quantity, the tonnage, required to make
      commercial production feasible. If the cost of extracting any minerals that
      might be found on the Grosvenor Claims is in excess of the selling price of
      such
      minerals, we would not be able to develop the Grosvenor Claims. Accordingly
      even
      if ore reserves were found on the Grosvenor Claims, without sufficient tonnage
      we would still not be able to economically extract the minerals from the
      Grosvenor Claims in which case we would have to abandon the Grosvenor Claims
      and
      seek another mineral property to develop, or cease operations
      altogether.




***14.
      Because we have not put a mineral deposit into production before, we will have
      to acquire outside expertise. If we are unable to acquire such expertise we
      may
      be unable to put our property into production and you may lose your investment.***




We
      have
      no experience in placing mineral deposit properties into production, and our
      ability to do so will be dependent upon using the services of appropriately
      experienced personnel or entering into agreements with other major resource
      companies that can provide such expertise. There can be no assurance that we
      will have available to us the necessary expertise when and if we place a mineral
      deposit into production. ******




***15.
      Without a public market there is no liquidity for our shares and our
      shareholders may never be able to sell their shares which would result in a
      total loss of their investment.*** ****




Our
      common shares are not listed on any exchange or quotation system and do not
      have
      a market maker which results in no market for our shares. Therefore, our
      shareholders will not be able to sell their shares in an organized market place
      unless they sell their shares privately. If this happens, our shareholders
      might
      not receive a price per share which they might have received had there been
      a
      public market for our shares. . Once this registration statement becomes
      effective, it is our intention to apply for a quotation on the OTCBB
      whereby:





●
            We
                will have to be sponsored by a participating market maker who will
                file
              a
                Form 211 on our behalf since we will not have direct access to the
                NASD
              personnel;
                and●
            We
                will not be quoted on the OTCBB unless we are current in our
                periodic
              reports;
                being at a minimum Forms 10K-SB and 10QSB; filed with the
              SEC
                or other regulatory authorities.





Presently,
      we estimate the time it will take us to become effective with this prospectus
      will be six months plus twelve to eighteen additional weeks thereafter to be
      approved for a quotation on the OTCBB. However, we cannot be sure we will be
      able to obtain a participating market maker or be approved for a quotation
      on
      the OTCBB. If this is the case, there will be no liquidity for the shares of
      our
      shareholders.






-9-





***16.*******
            ***Even
                if a market**********develops
                for our shares our shares may be thinly traded, with wide share price
                fluctuations, low share prices and minimal
                liquidity.***





If
      a
      market for our shares develops, the share price may be volatile with wide
      fluctuations in response to several factors, including:





●
            Potential
                investors’ anticipated feeling regarding our results of
                operations;●
            Increased
                competition and/or variations in mineral prices;●
            Our
                ability or inability to generate future revenues; and●
            Market
                perception of the future of the mineral exploration
                industry.





In
      addition, if our shares are traded on the OTCBB, our share price may be impacted
      by factors that are unrelated or disproportionate to our operating performance.
      Our share price might be affected by general economic, political and market
      conditions, such as recessions, interest rates or international currency
      fluctuations. In addition, even if our stock is approved for quotation by a
      market maker through the OTCBB, stocks traded over this quotation system are
      usually thinly traded, highly volatile and not followed by analysts. These
      factors, which are not under our control, may have a material effect on our
      share price.





***17.
      We anticipate the need to sell additional treasury share in the future meaning
      that there will be a dilution to our existing shareholders resulting in their
      percentage ownership in the Company being reduced
      accordingly.***





We
      expect
      that the only way we will be able to acquire additional funds is through the
      sale of our common stock. This will result in a dilution effect to our
      shareholders whereby their percentage ownership interest in the Company is
      reduced. The magnitude of this dilution effect will be determined by the number
      of shares we will have to issue in the future to obtain the funds
      required.




***18.
      Because our securities are subject to penny stock rules, you may have difficulty
      reselling your shares*** **.**




Our
      shares are "penny stocks" and are covered by Section 15(g) of the Securities
      Exchange Act of 1934 which imposes additional sales practice requirements on
      broker/dealers who sell the Company's securities including the delivery of
      a
      standardized disclosure document; disclosure and confirmation of quotation
      prices; disclosure of compensation the broker/dealer receives; and, furnishing
      monthly account statements. For sales of our securities, the broker/dealer
      must
      make a special suitability determination and receive from its customer a written
      agreement prior to making a sale. The imposition of the foregoing additional
      sales practices could adversely affect a shareholder's ability to dispose of
      his
      stock.





**Forward
      Looking Statements**





In
      addition to the other information contained in this Form 10K-SB, it contains
      forward-looking statements which involve risk and uncertainties. When used
      in
      this prospectus, the words “may”, “will”, “expect”, “anticipate”, “continue”,
“estimate”, “project”, “intend”, “believe” and similar expressions are intended
      to identify forward-looking statements regarding events, conditions and
      financial trends that may affect our future plan of operations, business
      strategy, operating results and financial position. Readers are cautioned that
      any forward-looking statements are not guarantees of future performance and
      are
      subject to risks and uncertainties and that actual results could differ
      materially from the results expressed in or implied by these forward-looking
      statements as a result of various factors, many of which are beyond our control.
      Any reader should review in detail this entire Form 10K-SB including financial
      statements, attachments and risk factors before considering an
      investment.










-10-




**ITEM
      2. DESCRIPTION OF PROPERTY**





Our
      sole
      mineral property is:





**Grosvenor
      Claims**





Grosvenor
      Canada is the registered and beneficial owner of a 100% interest in the
      Grosvenor Claims, located in British Columbia, Canada.





Beneficial
      ownership of the Grosvenor Claims confers the rights to the minerals on the
      Grosvenor Claims except for ‘placer minerals’ (being minerals found in loose
      gravel or sand and typically located in creeks, steams or rivers) or coal.
      We do
      not own the land itself since it is held in the name of the “Crown”, i.e. the
      Province of British Columbia. We do not have the right to harvest any timber
      on
      the Grosvenor Claims.




The
      claim
      name, tenure number, expiry date, map sheet reference number and recorded owner
      of the Grosvenor Claims is as follows:





**Claim
                Name**
            **Tenure
                Record**
              **Number**
            **Expiry
                Date**
            **Map
                Shee****t**
            **Owner**Crome-Vanadium
                1
            524746
            Jan
                /05/2007
            MO82L
            Grosvenor
                ExplorationsLtd.Crome-Vanadium
                2
            524748
            Jan
                /05/2007
            MO82L
            Grosvenor
                ExplorationsLtd.Crome-Vanadium
                3
            524753
            Jan
                /05/2007
            MO82E
            Grosvenor
                ExplorationsLtd.





The
      Grosvenor Claims cover an area of approximately 1,411.54 hectares (approximately
      3,488 acres).





To
      keep
      the claims in good standing, such that they do not expire on the date indicated
      in the preceding table, we must undertake exploration work on the Grosvenor
      Claims before the expiry date, or pay cash of approximately $5,041in lieu of
      doing exploration work, to the Province of British Columbia. This is an annual
      obligation. Failure to do either, each year, will result in the Grosvenor Claims
      reverting to the Province of British Columbia.




The
      Grosvenor Claims was selected for acquisition due to previously recorded
      exploration work and because the claims are not located in an environmentally
      sensitive region.




Additional
      information regarding the Grosvenor Claims can be found at the British Columbia
      government website located at http://www.mtonline.gov.bc.ca/ .




-11-




**Location
      and Access**




The
      Grosvenor Claims are located approximately 27 kilometers (18 miles) west of
      Kelowna, British Columbia, a town of approximately 150,000. The area covered
      by
      the claims is an active logging region with plenty of heavy equipment and
      operators available for hire. Kelowna and, another nearby town, Vernon, provides
      all necessary amenities and supplies including, fuel, helicopter services,
      hardware, drilling companies and assay services. Access to our claims is via
      paved road northerly from Kelowna followed by good gravel logging road to the
      claims. There are numerous logging roads and trails throughout the area covered
      by the claims. No water is required for the purposes of our planned exploration
      work. Any water that might be required in the forseable future is available
      from
      steams and ponds on the on the Grosvenor claims. No electrical power is required
      at this stage of exploration. Any electrical power that might be required in
      the
      foreseeable future could be supplied by gas powered portable
      generators.





The
      topography and relief of the Grosvenor Claims is fairly rugged with elevations
      on the main area of interest range from 5,000 to 5,200 feet. While the relief
      of
      the surrounding country is not great, peaks and ridges rising 500 feet or more
      above creek beds give the terrain a rugged aspect. Flat elongate swamps border
      the small rounded lakes and interconnecting streams and the area is covered
      by
      moderate to heavy growth of small timber. Annual precipitation is moderate.
      The
      snow pack remains until late spring due to the altitude.





**Property
      Geology**





The
      region hosting the Grosvenor Claims is underlain by a northerly trending (2
      to 4
      miles wide) sliver of Chapperon Group metasediments overlain in part by Cache
      Creek group argillites and intruded by Jurassic grandorites to the
      west.





Along
      the
      northerly grain and trend of the Chapperon rocks are intrusions consisting
      of
      chromite-bearing serpentined dunite and other ultrabasic rocks. These
      intrusions, or belts, maintain a straight strike and apparently steep dip,
      on
      either side of the Nicola River. In shape, structure and contact relations
      this
‘intruded belt’ resembles a broad dyke with occurrences of segregated chromite
      in a belt of serpentinized peridotite which extends across the Nicola Valley
      in
      a general north 25 degrees west direction. The serpentine belt is at least
      8
      miles in length and has a remarkably uniform strike. A granitic intrusion is
      in
      contact with the westerly boundary of the serpentine except at the extreme
      south
      end of the belt. Two gabbroic dykes, related to the main granitic intrusion,
      cut
      the serpentine in the vicinity of the chromite occurrences suggesting a genetic
      relationship





This
      serpentined chrome bearing dyke, which dominates the Grosverner Claims geology,
      appears to lie parallel to the lithologic banding and foliation of the up ended,
      dipping near vertically, Chapperon metamorphics. The main chromite occurrences
      are a few small lenses, the largest several feet in length, and some sparse
      and
      erratic disseminations of chromite. Elsewhere, small nodules of chromite were
      discovered in several widely scattered localities but disseminated
      mineralization was not observed.





A
      small
      segregation of high-grade chromite ore was discovered and apparently mostly
      dug
      out. It occurred in part as closely spaced kidneys of chromite 1⁄2 inch to 1 inch
      in diameter, and in part as a heavy dissemination of small, granular aggregates
      occupying up to 75% or more of the rock volume. The enclosing rock is a dull
      green, massive, partly serpentinized dunite in which further alteration to
      talc
      and chromoferous chlorite has occurred. Little or no magnetite appeared to
      be
      present.





Several
      small lenses of chromite, ranging from dimensions of 9 feet by 13 inches to
      6
      inches by 2 inches, occur in serpentinized dunite that strikes north 25degrees
      west.




-12-





Chromite
      also occurs in smaller lenses as fairly massive with gangue not abundant.
      However, in the larger lenses the gangue increases and the chromite consists
      usually of scattered grains. In the largest lens (9 feet by 13 inches) the
      chromite ranged form 25 to 75% of the lens matter. In another lens, that strikes
      north 12 degrees west and measures 5 feet long by 18 inches in width at the
      widest part, the proportion of chromite to gangue varies
      considerably.





Deposits
      of massive chromite occur as pods or layers within ophiolitic ultramaphic
      rock.deposits. On the Grosvenor Claims a chromite ridge of serpentined
      peridotite pyroxenite, called Old Dave ultrabasic, has intruded Chapperon
      metamorphic rocks between banding and foliation. Younger granitic intrusives
      cut
      the Chapperon - Old Dave assemblage. The main serpentine belt is approximately
      3
      miles in length and has an average width of about 1,000 feet.


On
      the
      Grosvenor Claims chromite , in forms varying from dissemination of individual
      grains to “blobs” and lenticles to massive high grade lenses containing bean or
“leopard” chrome, have been identified. Certain thicker sections of the dykes
      could have denser and more voluminous segregations of chromite.





**Previous
      Exploration**





Chromite
      discovery in the area now covered by the Grosvenor Claims was first described
      in
      1932, in detail in 1941 and by documenting the presence of sub-parallel
      ultramafic dykes in 1959. The first recorded exploration work on the area
      covered by the Chromite Claims occurred in 1932. Records show that, at some
      point between 1932 and 1941, hand trenches and test pits were dug and blasted
      in
      a small area around the main pit. As noted above, a small amount of high- grade
      chromite ore was dug out in this period.





In
      1978 a
      large portion of the main dyke extension was surveyed, using magnetometer,
      geochemical and geological means, and a local contractor was employed to drill
      and blast oversize trenches across the main chromite showing. Thereafter the
      claim area was covered by an aeromagnetic survey which outlined anomalies
      coinciding with rock exposures. There is no record of work undertaken on the
      claim area since that time.





We
      have
      not yet undertaken any work on the Grosvenor Claims.




**Proposed
      Exploration Work - Plan of Operation**




Mr.
      Laurence Stephenson, P. Eng., authored the "Geology Report on Chrome Claim”
dated February, 2006 (the “Stephenson Report”), in which he recommended a phased
      exploration program to properly evaluate the potential of the claims. We must
      conduct exploration to determine what minerals exist on our property and whether
      they can be economically extracted and profitably processed. We plan to proceed
      with exploration of the Grosvenor Claims, in the manner recommended in the
      Stephenson Report, to determine the potential for discovering commercially
      exploitable deposits of chromite.




We
      do not
      have any ores or reserves whatsoever at this time on the Grosvenor Claims.
      Our
      planned Phase I work is exploratory in nature.




Mr.
      Stephenson is a registered Professional Engineer in good standing in the
      Association of Professional Engineers and Geoscientists of British Columbia
      and
      the Association of Professional Engineers of Ontario. He is a graduate of the
      Carleton University, Ottawa Ontario, Bachelor of Science (1975), and of York
      University, Toronto, with a Masters of Business Administration (1985). Mr.
      Stephenson has practiced his profession for over 33 years. He visited the
      Grosvenor Claims in June 2005.




The
      Stephenson Report concludes that a chromite ridge, some 3 miles in length and
      with an average width of approximately 1,000 feet, runs through the Grosvenor
      Claims. Past geochemical sampling (conducted by a prior owner of the claim
      area
      in the 1970’s) has proven successful in delineating known mineralized areas.
      Stephenson concludes that prospecting of the northern half of the main belt
      and
      other serpentine intrusions should be carried out.




-13-




The
      Stephenson Report recommends a three-phase exploration program to properly
      evaluate the potential of the claims. We anticipate, based on the budgets set
      forth in the Stephenson Report, that Phase I work will cost $8,929 and Phase
      II
      work a further $13,923 for a total cost of $22,322. Assuming the results of
      the
      Phase I & II work indicate further exploration of the Grosvenor Claims is
      warranted we would undertake a Phase III drilling program at a cost of a further
      $22,322. The cost estimates for the work programs, detailed below, are based
      on
      Mr. Stephenson recommendations and reflect local costs for this type of
      work:




Phase I
      -  detailed
      geological mapping; silt (soil if necessary) geochemical sampling of defined
      drainages; and prospecting. The cost estimate of $8,929 consists
      of:




Senior
                Geologist
            10
                days @ $402/day
            $4,020Geological
                Technician
            10
                days @ $223/day
            2,230Equipment
                Rental
            10
                days, 1-4 wheel drive vehicle @ $76/day
            760Fuel,
                food and field supplies
            1,029Assays:
                20@ $22 each
            440Report
            450Subtotal
            $8,929




Estimated
      duration of Phase I work:  15-20
      days plus, analysis of samples, a further 7-14 days.




Phase
      II -




Follow-up
                geochem and detailed geological sampling
            $4,463Geophysical
                surveying
            6,250Assays:
                100@ $22 each
            2,200Contingency
            480Subtotal
            $13,393




Estimated
      duration of Phase II work:  15-20
      days, plus analysis of samples, a further 7-14 days.




Phase
      III -




Follow-up
                trenching and geological mapping, sampling
            $13,396Assays:
                200@ $22 each
            4,400Report
                and supervision
            3,125Contingency
            1,400Subtotal
            $22,321




Estimated
      duration of Phase III work:  3-5
      weeks plus, analysis/reporting , a further 4-6 weeks.






-14-




We
      intend
      to complete Phase I work at some point during the summer of 2006 with funds
      we
      have on hand. Precise timing of the Phase I work will depend upon weather
      conditions and the melt of the snow pack on the claims. Phase II and III work
      can not be undertaken unless and until Grosvenor is able to raise additional
      capital as our existing working capital is fully committed to other expenses
      of
      the Company. Consequently, even if the results of Phase I exploration work
      prove
      encouraging, there is no assurance we will be able to raise the capital
      necessary to conduct the further exploration work contemplated by Phases II
      and
      III. The earliest we expect to carry out Phase II work, should we be able to
      raise the capital to finance Phase II, is the summer of 2007. Furthermore,
      even
      if funding is available, Phase III work will only be undertaken if the results
      of Phase I and II are successful in identifying target zones of chromite
      mineralization deemed worthy, by our geologist, of drilling to determine if
      a
      chromite deposit may exist. Should the Phase I and II work prove unsuccessful
      in
      identifying such drill targets, the Company will likely abandon the Grosvenor
      Claims and we may have to go out of business.




Phase
      I
      work will include establishing a grid and the creation of maps showing the
      location of all roads in and near the perimeter of the Grosvenor Claims. The
      laying out of a grid and line cutting involves the physical cutting of the
      underbrush and overlay to establish an actual grid on the ground whereby items
      can be related one to another more easily and with greater accuracy. When we
      map, we essentially generate a drawing of the physical features of the land
      we
      are interested in as well as a depiction of what may have been found in relation
      to the boundaries of the property. So we will actually draw a scale map of
      the
      area and make notes on it as to the location where anything was found that
      was
      of interest or not. In the process we will also identify any showings which
      appear to warrant sampling, i.e. any rock formations that appear to warrant
      our
      taking soil and rock samples from the claims to a laboratory where a
      determination of the elemental make up of the sample and the exact
      concentrations of chromite and other indicator minerals can be made. Based
      on
      the Stephenson Report we expect the costs of Phase I work to total approximately
      $8,929.




Should
      Phase I results warrant further work, in Phase II (at an estimated cost of
      a
      further $13,923 we expect to do rock and geochemical sampling as mentioned
      above. This work would be designed to compare the relative concentrations of
      chromite and other indicator minerals in samples so the results from different
      samples can be compared in a more precise manner and plotted on a map to
      evaluate their significance If an apparent mineralized zone(s) is identified
      and
      narrowed down to a specific area by the Phase I & II work, we expect to
      diamond drill selected targets to test the apparent mineralized zones at an
      estimated cost of a further $22,322, Diamond drilled samples would be tested,
      by
      assay for chromite and other minerals; however, our primary focus is the search
      for chromite.




The
      work
      is phased in such a manner as to allow decision points to ensure that future
      work has a value and will provide better or additional information as to the
      viability of the claim. By utilizing a multi-phase work program, at the end
      of
      each phase a decision can be made as to whether the phase has provided the
      necessary information to increase the viability of the project. If the
      information obtained as a result of any phase indicates that there is no
      increased probability of finding an economically viable deposit at the end
      of
      the project, a determination would be made that the work should cease at that
      point. This is a Grosvenor procedure in the industry prior to the commitment
      of
      additional funding to move a project forward to the next phase of exploration
      and/or development.




We
      intend
      to complete Phase I exploration work on the Grosvenor Claims, our sole property.
      Since the Grosvenor Claims are located at an elevation of over 5,000 feet and
      are subject to cold winters with snowfall accumulations, Phase I work can not
      be
      undertaken until summer 2006.




Particularly
      since we have a limited operating history, no reserves and no revenue, our
      ability to raise additional funds might be limited. If we are unable to raise
      the necessary funds, we would be required to suspend Grosvenor's operations
      and
      liquidate our company.




There
      are
      no permanent facilities, plants, buildings or equipment on the Grosvenor
      Claims.


Investment
      Policies





Grosvenor
      does not have an investment policy at this time. Any excess funds it has on
      hand
      will be deposited in interest bearing notes such as term deposits or short
      term
      money instruments. There are no restrictions on what the director is able to
      invest or additional funds held by Grosvenor. Presently Grosvenor does not
      have
      any excess funds to invest.






-15-





**ITEM
      3. LEGAL PROCEEDINGS**




There
      are
      no legal proceedings to which Grosvenor is a party or to which the Crome-Vandium
      1, 2 and 3 claims are subject, nor to the best of management’s knowledge are any
      material legal proceedings contemplated.







**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
      HOLDERS**




There
      has
      been no Annual General Meeting of Stockholders since Grosvenor’s date of
      inception. Management plans to hold an Annual General Meeting of Stockholders
      during 2006.







**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




Since
      inception, there has been no established trading market for Grosvenor’s common
      stock nor has Grosvenor has not paid any dividends on its common stock, and
      Grosvenor does not anticipate that it will pay dividends in the foreseeable
      future. As at June 30, 2006, Grosvenor had 43 shareholders; two of these
      shareholders are an officers and director of Grosvenor.





Option
      Grants and Warrants outstanding since Inception.





No
      stock
      options have been granted since Grosvenor’s inception.





There
      are
      no outstanding warrants or conversion privileges for Grosvenor’s
      shares.







**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




**Corporate
      Organization and History Within Last Five years**





Grosvenor
      was incorporated under the laws of the State of Nevada on May 25, 2005 under
      the
      name Grosvenor Explorations Inc. Other
      than our wholly owned subsidiary Grosvenor Explorations Ltd., (“Grosvenor
      Canada”), Grosvenor does not have any subsidiaries, affiliated companies or
      joint venture partners. Grosvenor Canada was incorporated under the laws of
      British Columbia Canada on October 19, 2005 for the purpose of holding
      registered and beneficial title to our mineral property, the Crome-Vandium
      1, 2
      and 3 claims, situated in British Columbia, Canada.





We
      have
      not been involved in any bankruptcy, receivership or similar proceedings since
      inception nor have we been party to a reclassification, merger, consolidation,
      or purchase or sale of a significant amount of assets not in the ordinary course
      of business. We have no intention of entering into a merger or acquisition
      and
      we have a specific business plan to complete Phase I of our exploration program
      by no later than January 5, 2007. We do not foresee any circumstances that
      would
      cause us to alter our current business plan within the next twelve
      months.





-16-


**Business
      Development since Inception**




There
      is
      no historical financial information about us upon which to base an evaluation
      of
      our performance as an exploration corporation. We are a pre-exploration stage
      company and have not generated any revenues from our exploration activities.
      Further, we have not generated any revenues since our formation on May 25,
      2005.
      We cannot guarantee we will be successful in our exploration activities. Our
      business is subject to risks inherent in the establishment of a new business
      enterprise, including limited capital resources, possible delays in the
      exploration of our properties, and possible cost overruns due to price and
      cost
      increases in services.




To
      become
      profitable and competitive, we must invest into the exploration of our property
      before we start production of any minerals we may find. We must obtain equity
      or
      debt financing to provide the capital required to fully implement our phased
      exploration program **.** We
      have
      no assurance that financing will be available to us on acceptable terms. If
      financing is not available on satisfactory terms, we will be unable to commence,
      continue, develop or expand our exploration activities. Even if available,
      equity financing could result in additional dilution to existing
      shareholders.




Our
      auditors have issued a going concern opinion. This means that our auditors
      believe there is substantial doubt that we can continue as an on-going business
      for the next twelve months unless we obtain additional capital to pay our bills.
      This is because we have not generated any revenues and no revenues are
      anticipated until we begin removing and selling minerals. Accordingly, we must
      raise cash from sources other than the sale of minerals found on the Grosvenor
      Claims. That cash must be raised from other sources. Our only other source
      for
      cash at this time is investments by others in the Company. We must raise cash
      to
      implement our planned exploration program and stay in business.




To
      meet
      our need for cash we must raise additional capital. We will attempt to raise
      additional money through a private placement, public offering or through loans.
      We have discussed this matter with our officers and directors. However, our
      officers and directors are unwilling to make any commitments to loan us any
      money at this time. At the present time, we have not made any arrangements
      to
      raise additional cash. We require additional cash to continue operations. Such
      operations could take many years of exploration and would require expenditure
      of
      very substantial amounts of money, money we do not presently have and may never
      be able to raise. If we cannot raise it we will have to abandon our planned
      exploration activities and go out of business.




We
      estimate we will require $64,464 in cash over the next twelve months, including
      the cost of planned Phase I exploration work for the Grosvenor Claims during
      that period. We estimate our cash on hand will enable us to continue in business
      for approximately 12 months. For a detailed breakdown refer to “Liquidity and
      Capital Reserves”.




We
      have
      no plant or significant equipment to sell, nor are we going to buy any plant
      or
      significant equipment during the next twelve months. We will not buy any
      equipment until we have located a body of ore and we have determined it is
      economical to extract the ore from the land.




We
      may
      attempt to interest other companies to undertake exploration work on the
      Grosvenor Claims through joint venture arrangement or even the sale of part
      of
      the Grosvenor Claims. Neither of these avenues has been pursued as of the date
      of this Form 10K-SB.




Since
      we
      do not presently have the requisite funds, we are unable to complete anything
      beyond Phase I of the recommended exploration program until we raise more money
      or find a joint venture partner to complete the exploration work. If we cannot
      find a joint venture partner and do not raise more money, we will be unable
      to
      complete any work beyond Phase I of the exploration program recommended by
      our
      independent professional engineer. If we are unable to finance additional
      exploration activities, we do not know what we will do and we do not have any
      plans to do anything else. We may have no alternative but to go out of
      business.




We
      do not
      intend to hire any employees at this time. All of the work on the property
      will
      be conducted by unaffiliated independent contractors that we will hire. The
      independent contractors will be responsible for surveying, geology, engineering,
      exploration, and excavation. The geologists will evaluate the information
      derived from the exploration and excavation and the engineers will advise us
      on
      the economic feasibility of removing the mineralized material.




-17-




**Trends**




We
      are in
      the pre-explorations stage, have not generated any revenue and have no prospects
      of generating any revenue in the foreseeable future. We are unaware of any
      known
      trends, events or uncertainties that have had, or are reasonably likely to
      have,
      a material impact on our business or income, either in the long term of short
      term, other than as described in this section or in ‘Risk Factors’.




**Critical
      Accounting Policies**




Our
      discussion and analysis of its financial condition and results of operations,
      including the discussion on liquidity and capital resources, are based upon
      our
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States. The preparation of these
      financial statements requires us to make estimates and judgments that affect
      the
      reported amounts of assets, liabilities, revenues and expenses, and related
      disclosure of contingent assets and liabilities. On an ongoing basis, management
      re-evaluates its estimates and judgments.




The
      going
      concern basis of presentation assumes we will continue in operation throughout
      the next fiscal year and into the foreseeable future and will be able to realize
      our assets and discharge our liabilities and commitments in the normal course
      of
      business. Certain conditions, discussed below, currently exist which raise
      substantial doubt upon the validity of this assumption. The financial statements
      do not include any adjustments that might result from the outcome of the
      uncertainty.




**Liquidity
      and Capital Resources**




Since
      inception we have raised the capital through private placements of common stock
      as follows:




As
      of
      June 30, 2006 our total assets were $18,813 and our total liabilities were
      $14,003 including $8,003 to related parties.




Including
      the cost of completing the Phase I exploration program on the Grosvenor Claims,
      our non-elective expenses over the next twelve months, are expected to be as
      follows:





-18-


Expense
            Ref.
            Estimated
              AmountAccounting
                and audit
            (i)
            $
                7,500Bank
                charges
            
            100Edgar
                filing fees
            (ii)
            1,100Exploration
                costs
            (iii)
            8,929Filing
                fees - Nevada; Sec of State
            (iv)
            225Management
                fees
            (v)
            36,000Office
                and general expenses
            (vi)
            500Rent
            (vii)
            3,600Transfer
                agent fees
            (viii)
            500Estimated
                expenses for the next
              twelve
                months
            
            58,454Account
                payable - unrelated parties only as at June 30, 2006
            
            6,000Cash
                shortage
            
            (45,641)Balance
                as at June 30, 2006
            
            $18,813





(i)  Accounting
      and audit





We
                will have to continue to prepare consolidated financial statements
                for
                submission with the various 10K-SBs and 10Q-SBs as
                follows:




Period
            Form
            Accountant
            Auditor
            AmountSeptember
                30, 2006
            10Q-SB
            750
            500
            1,250December
                31, 2006
            10Q-SB
            750
            500
            1,250March
                31, 2007
            10Q-SB
            750
            500
            1,250June
                30, 2007
            10K-SB
            1,250
            2,500
            3,750Estimated
                total
            
            $3,500
            $4,000
            $7,500




(ii)  Edgar
      filing fees





We
                will be required to file the annual Form 10K-SB estimated at $350
                and the
                three Form 10Q-SBs at $250 each for a total cost of
                $1,100.





(iii)  Exploration
      costs





The
                projection of cash required over the next twelve months has assumed
                that
                Phase I of the recommended work program, set out in the Stephenson
                Report,
                will be completed at an estimated cost of
                $8,929.





(iv)  Filing
      fees in Nevada





To
                maintain the Company in good standing in the State of Nevada an annual
                fee
                of approximately $125 has been paid to the Secretary of State and
                to
                Empire Transfer for being the registered agent for
                us.





(v)  Management
      fees





The
                two directors of the Company received a monthly compensation of $3,000
                between them.





(vi)  Office
      and general





We
                have estimated a cost of approximately $500 for photocopying, printing,
                fax and delivery.





(vii)  Rent





The
      Company pays its president $300 for the use of an office in his personal
      residence.





(vii)  Transfer
      agent





The
      annual fee from Empire Stock Transfer to act as transfer agent for us is
      $500.






-19-




Should
      our cash reserves become depleted such that there will be insufficient cash
      to
      meet the Company’s budgeted expenses for the forthcoming year, management has
      agreed to forgo receipt of management fees and expense reimbursement for rent
      and telephone aggregating $3,300 per month. As well, management has agreed
      neither to charge interest on nor to demand repayment of, during at least the
      next 12 months, the $8,003 advanced on behalf of the Company up to June 30,
      2006.




Accordingly,
      the “non-elective” budgeted expenditures detailed above exclude:




(i)
            management
                fees, rent and telephone expense otherwise payable monthly to our
                two
                officers and directors; and






(ii)
            the
                ‘related party accounts payable’ of $8,003 due to
                them.






Nevertheless,
      our future operations are dependent upon our ability to obtain third party
      financing in the form of debt and equity and ultimately to generate future
      profitable operations or income from investments. As of June 30, 2006, we have
      not generated revenues, and have experienced negative cash flow from operations.
      We may look to secure additional funds through future debt or equity financings.
      Such financings may not be available or may not be available on reasonable
      terms.




**Twelve
      months ended June 30, 2006, and the one month ended June 30,
      2005.**




We
      incurred accumulated net losses since inception of $51,640 as detailed in the
      following table:




Expenses
            Ref.
            Twelve
                months
              ended
              June
                30,
              2006
            One
                month
              ended
              June
                30,
              2005
            From
                inception
              May
                25, 2005
              to
              June
                30, 2006Accounting
                and audit
            (i)
            $
                11,470
            $
                -
            $
                11,470Bank
                charges
            
            206
            -
            206Consulting
            (ii)
            4,800
            -
            4,800Exploration
                costs
            (iii)
            7,518
            -
            7,518Filing
                fees
            (iv)
            612
            -
            612Incorporation
                costs
            (v)
            341
            500
            841Legal
            (vi)
            2,500
            
            2,500Management
                fees
            (vii)
            18,000
            -
            18,000Office
            (viii)
            1,730
            -
            1,730Rent
            (ix)
            1,200
            -
            1,200Telephone
            (x)
            979
            -
            979Travel
                and entertainment
            (xi)
            1,784
            -
            1,784Total
            
            $51,140
            $500
            $51,640





(i)  Audit
      and
      Accounting





Auditing
                and accounting expense represents the cost of the preparation of
                the
                consolidated financial statements for the seven months ended January
                31,
                2006, the nine months ended March 31, 2006 and for the fiscal year
                ended
                June 30, 2006 and the subsequent review and examination of these
                statements by our independent
                accountants.





(ii)  Consulting





Costs
      associated with the preparation of various corporate records and the preparation
      of the Form SB-2.






-20-





(iii)  Exploration
      costs





Represent
                to cost of the purchase of the Grosvenor Claims for the sum of $3,572,
                the
                purchase of a Free Miners License at a price of $446 and payment
                for the
                Stephenson Report in the amount of
                $3,500





(iv)  Filing
      fees





We
                paid the State of Nevada $125 for filing of the annual directors
                and
                officers form and $200 to file certain documents, Empire Stock Transfer
                $100 to act as registered agent and $187 for obtaining a CUSIP
                number.





(v)  Incorporation
      costs





We
                treat incorporation costs both for the parent and the subsidiary
                as a
                period cost and therefore it has been written off in the period
                incurred.





(vi)  Legal
      Fees





Legal
      fees were paid to Conrad C. Lysiak, Attorney At Law, in connection with thel
      egal opinion furnished to us in connection with our Form SB-2.





(vii)  Management
      fees





Management
                fees are paid monthly starting January 1, 2006 for their services
                as
                follows:





Alexander
                Ibsen
            $
                6,000Patrick
                Grant
            12,000$18,000





(viii)  Office





Office
      expenses during the last year were mainly for courier, postage, office supplies,
      etc.





(ix)  Rent





We
                do not have an office but have arranged to use Alexander Ibsen’s office in
                his personal residence until such time as it become advantageous
                to rent
                our own office space. In consideration for the use of his office,
                we have
                agreed to pay him $200 per month.





(x)  Telephone





Similar
                to rent noted above, we have agreed to pay Alexander Ibsen $100 per
                month
                for the use of his office telephone number in his house. In addition
                to
                the above charge, we incurred $379 for long distant telephone
                calls.





(xi)  Travel
      and entertainment





Travel
                and entertainment includes ferry costs for Patrick Grant to meet
                with
                Alexander Ibsen in Vancouver on a monthly basis. Certain gasoline
                charges
                by Alexander Ibsen for communicating with future investors and in
                obtaining signed subscription agreements have been included herein.
                The
                balance of the expense relates to restaurant and other charges incurred
                in
                meeting with shareholders.






-21-




**Balance
      Sheets**




Total
      cash and cash equivalents, as at June 30, 2006 and June 30, 2005 were
      respectively, $18,813 and $Nil. Our working capital as at June 30, 2006 and
      June
      30, 2005 were $4,810 and $(500) respectively.




The
      increase in our working capital between June 30, 2005 and June 30, 2006 was
      attributable to the completion of an initial seed capital offering on January
      25, 2006 which raised $4,000 and a private placement on January 31, 2006 which
      raised a further $52,450. No revenue was generated during these
      periods.




Total
      shareholders’ equity as at June 30, 2006 was $4,810 versus a shareholders
      deficiency of $500 as at June 30, 2005. Total shares outstanding as at June
      30,
      2006 was 5,049,000; and as at June 30, 2005 was nil




As
      of
      August 25, 2006 share capital outstanding was 5,049,000 common
      shares.









**FINANCIAL
      STATEMENTS**




The
      financial statements attached to this Form 10-KSB for the year ended June 30,
      2006 have been examined by our independent accountants, Madsen & Associates
      CPA’s Inc. and attached hereto.







**ITEM
      8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE**




During
      the year ended June 30, 2006, to the best of our knowledge, there have been
      no
      disagreements with Madsen & Associates CPA’s Inc. any matters of accounting
      principles or practices, financial statement disclosure, or audit scope
      procedures, which disagreement if not resolved to the satisfaction of Madsen
      & Associates CPA’s Inc. would have caused them to make a reference in
      connection with its report on the financial statements for the
      year.







**ITEM
      8A - CONTROLS AND PROCEDURES**




(a)  Evaluation
      of Disclosure Controls and Procedures





Our
      Chief
      Executive Officer and our Chief Financial Officer, after evaluating the
      effectiveness of Grosvenor’s controls and procedures (as defined in the
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) as of the end
      of
      the period covered by this annual report on Form 10-KSB (the “Evaluation Date”),
      have concluded that as of the Evaluation Date, Grosvenor’s disclosure controls
      and procedures were adequate and effective to ensure that material information
      relating to it would be made known to it by others, particularly during the
      period in which this annual report on Form 10-KSB was being
      prepared.








-22-





(b)  Changes
      in Internal Controls





There
      were no changes in Grosvenor’s internal controls or in other factors that could
      affect its disclosure controls and procedures subsequent to the Evaluation
      Date,
      nor any deficiencies or material weaknesses in such disclosure controls and
      procedures requiring corrective actions.





**PART
      111**







**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
      PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE
      ACT**




Each
      of
      our Directors serves until his successor is elected and qualified. Each of
      our
      officers is elected by the Board of Directors to a term of one (1) year and
      serves until his successor is duly elected and qualified, or until he is removed
      from office. The Board of Directors has no nominating or compensation
      committees.






The
      name,
      address, age and position of our officers and directors is set forth below:




**Name
                and**
              **Address**
            **Position(s****)**
            **Age**Alexander
                Ibsen
              Coquitlam,
              B.C.,
                Canada,
            Chief
                Executive
              Officer,
                President
              and
                Director (1)
            64Patrick
                Grant
              Nanaimo,
                B. C.
              Canada
            Chief
                Financial Officer,
              Chief
                Accounting
              Officer,
                Secretary-Treasurer and Director (2)
            56





(1)
            Alexander
                Ibsen was appointed a director on June 3, 2005, President
              on
                January 10, 2006 and the Chief Executive Officer on January 12,
              2006.(2)
            Patrick
                Grant became a director on January 5, 2006 and was appointed
              Secretary
                Treasurer on January 10, 2006 and Chief Financial Officer
              And
                Chief Accounting Officer on January 12,
                2006.





The
      percentage of common shares beneficially owned, directly or indirectly, or
      over
      which control or direction are exercised by the directors and officers of our
      Company, collectively, is approximately 79% of the total issued and outstanding
      shares.




None
      of
      our directors or officers has professional or technical accreditation in the
      mining business.




**Background
      of officers and directors** ****




ALEXANDER
      IBSEN has been the President and Director of the Company since January 2006.
      Following high school graduation in 1965, Mr. Ibsen spent his career in the
      food
      brokerage industry beginning in sales and rising to executive positions with
      a
      number of national food brokerage companies, the last being Sonoco Flexible
      Packaging Corp., who he joined in 1991. Since retiring from Sonoco 2001 Mr.
      Ibsen has worked as a self-employed contractor in the food industry






-23-





PATRICK
      GRANT has been Secretary Treasurer of our company since January 2006. Mr. Grant
      received a Bachelor of Commerce degree from the University of British Columbia
      in 1974 and a Bachelor of Laws from UBC in 1975. He was called to the bar in
      British Columbia in 1976. He spent his career with the firm of Clark, Wilson,
      Barristers and Solicitors, in Vancouver, B.C., as an associate lawyer from
      1976
      to 1980 and thereafter as a partner, until his retirement in 1993. Mr. Grant’s
      law practice was focused in the area of corporate and securities law. After
      leaving private practice he established a corporate finance consulting firm.
      In
      1998 he and a partner took control of a long distance reseller eventually
      selling the assets to a large telecom company in 2000. In 2000 Mr. Grant resumed
      corporate finance consulting. Since January 2002 Mr. Grant has been a principal
      of Direct Investment Services, a firm offering funding and corporate finance
      services to select emerging growth companies. From January 2002 to April 2005
      Mr. Grant was also an NASD ‘Registered Representative’.





None
      of
      our officers and directors work full time for our company. Alexander Ibsen
      spends approximately 15 hours a month on administrative and accounting matters.
      It is anticipated Al will spend more time on Grosvenor’s businesses,
      approximately 25 hours a month, during the next year as and when Grosvenor
      becomes more active in our exploration activities. As Secretary Treasurer,
      Patrick Grant spends approximately 40 hours per month on corporate matters.
      With
      recent preparation of an offering memorandum, this Registration Statement and
      because the Company intends to seek a quotation on the OTCBB in the near future
      Patrick’s time on Company affairs is expected to continue at this pace for the
      foreseeable future.





Our
      Directors and Officers are not directors of another company registered under
      the
      Securities and Exchange Act of 1934.




**Board
      of Directors**





There
      were no meetings of the Board of Directors from inception to January 31, 2006.
      Since January 31, 2006 our Board has held three meetings and our Audit Committee
      held two meetings.




Below
      is
      a description of the Audit Committee of the Board of Directors. The Board has
      determined that each member of the Audit Committee meets the applicable rules
      and regulations regarding “independence” and that each member is free of any
      relationship that would interfere with his or her individual exercise of
      independent judgment.




The
      Charter of the Audit Committee of the Board of Directors sets forth the
      responsibilities of the Audit Committee. The primary function of the Audit
      Committee is to oversee and monitor the Company’s accounting and reporting
      processes and the audits of the Company’s financial statements.




Our
      audit
      committee is comprised of Alexander Ibsen, our President, and Patrick Grant
      our
      Secretary Treasurer. Neither Mr. Ibsen nor Mr. Grant can be considered an “audit
      committee financial expert” as defined in Item 401 of Regulation S-B. The
      Company does not presently have, among its officers and directors, a person
      meeting these qualifications. However Mr. Ibsen, Chairman of the Audit
      Committee, has engaged the services of an independent Chartered Accountant,
      a
      person who meets the qualification of “audit committee financial expert”, to
      provide advice to the Audit Committee as and when the committee meets to review
      the Company’s financial statements





Apart
      from the Audit Committee, the Company has no other Board
      committees.











-24-








**Conflicts
      of Interest**





While
      none of our officers and directors is a director or officer of any other company
      involved in the mining industry there can be no assurance such involvement
      will
      not occur in the future. Such involvement could create a conflict of interest.





To
      ensure
      that potential conflicts of interest are avoided or declared to Grosvenor and
      its shareholders and to comply with the requirements of the Sarbanes Oxley
      Act
      of 2002, the Board of Directors adopted, on March 5, 2004, a Code of Business
      Conduct and Ethics. Grosvenor’s Code of Business Conduct and Ethics embodies our
      commitment to such ethical principles and sets forth the responsibilities of
      Grosvenor and its officers and directors to its shareholders, employees,
      customers, lenders and other stakeholders. Our Code of Business Conduct and
      Ethics addresses general business ethical principles, conflicts of interest,
      special ethical obligations for employees with financial reporting
      responsibilities, insider trading rules, reporting of any unlawful or unethical
      conduct, political contributions and other relevant issues.





**Significant
      Employees**





We
      have
      no paid employees as such. Our Officers and Directors fulfill many of the
      functions that would otherwise require Grosvenor to hire employees or outside
      consultants. The Company pays its President Alexander Ibsen and its Secretary
      Treasurer, respectively, $1,000 and $2,000 per month in management fees for
      such
      advisory services including administrative/planning, financial, capital raising
      and other matters.





We
      will
      have to engage the services of certain consultants to assist in the exploration
      of the Grosvenor Claims. In particular we will engage a professional geologist
      on a consulting basis, together with an assistant(s) such geologist will
      responsible for hiring and supervising, to conduct the Phase I exploration
      work
      to undertaken on the Grosvenor Claims this summer. These individuals will be
      responsible for the completion of the geological work on our claim and,
      therefore, will be an integral part of our operations although they will not
      be
      considered employees either on a full time or part time basis. This is because
      our exploration programs will not last more than a few weeks and once completed
      these individuals will no longer be required. We have not identified any
      individual who would work as a consultant for us.





**Family
      Relationships**





Our
      President and CEO and our Secretary Treasurer and CFO are
      unrelated.





**Involvement
      in Certain Legal Proceedings**





To
      the
      knowledge of the Company, during the past five years, none of our directors
      or
      executive officers:





(1)
            has
                filed a petition under the federal bankruptcy laws or any state insolvency
                law, nor had a receiver, fiscal agent or similar officer appointed
                by the
                court for the business or property of such person, or any partnership
                in
                which he was a general partner at or within two years before the
                time of
                such filings;





(2)
            was
                convicted in a criminal proceeding or named subject of a pending
                criminal
                proceeding (excluding traffic violations and other minor
                offenses);





(3)
            was
                the subject of any order, judgment or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining him from or otherwise limiting, the following
                activities:





(i)
      acting as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction merchant,
      associated person of any of the foregoing, or as an investment advisor,
      underwriter, broker or dealer in securities, or as an affiliate person, director
      or employee of any investment company, or engaging in or continuing any conduct
      or practice in connection with such activity;




(ii)
      engaging in any type of business practice; or





(iii)
      engaging in any activities in connection with the purchase or sale of any
      security or commodity or in connection with any violation of federal or state
      securities laws or federal commodities laws;





-25-


(4)
            was
                the subject of any order, judgment, or decree, not subsequently reversed,
                suspended, or vacated, of any federal or state authority barring,
                suspending or otherwise limiting for more than 60 days the right
                of such
                person to engage in any activity described above under this Item,
                or to be
                associated with persons engaged in any such
                activities;





(5)
            was
                found by a court of competent jurisdiction in a civil action or by
                the SEC
                to have violated any federal or state securities law, and the judgment
                in
                such civil action or finding by the SEC has not been subsequently
                reversed, suspended, or vacated.





(6)
            was
                found by a court of competent jurisdiction in a civil action or by
                the
                Commodity Futures Trading Commission to have violated any federal
                commodities law, and the judgment in such civil action or finding
                by the
                Commodity Futures Trading Commission has not been subsequently reversed,
                suspended or vacated.





**EXECUTIVE
      COMPENSATION**





Compensation
      to our directors and officers was paid as follows:





**Summary
      Compensation Table**





Long
                Term Compensation





Annual
                Compensation
            Awards
            Payouts





(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
                and
              Princi-
              pal
                position
            Year
            Salary
            Other
              annual
              Comp.
              ($)
            Restricted
              stock
              awards
              ($)
            Options/
              SAR
              (#)
            LTIP
              payouts
              ($)
            All
                other
              compen-
              sation
              ($)Alexander
                Ibsen
              Chief
                Executive
              Officer,
                President
              and
                Director
            2005
              2006
            -0-
              -0-
            -0-
              6,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Patrick
                Grant
              Chief
                Financial Officer,
              Chief
                Accounting Officer, Secretary Treasurer
              and
                Director
            2005-
              2006
            -0-
              -0-
            -0-
              12,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-








-26-




**Compensation
      of Directors**




We
      have
      no standard arrangement to compensate directors for their services in their
      capacity as directors. Directors are not paid for meetings attended. All travel
      and lodging expenses associated with corporate matters are reimbursed by us,
      if
      and when incurred.





Our
      President receives, monthly, the sum of $1,300 made up of management fees of
      $1,000, a rent allowance of $200 (for providing an office for the Company)
      and a
      further $100 for providing a telephone for the Company. Our Secretary Treasurer
      receives $2,000 per month in management fees.





**Activities
      of our Directors since Inception**





Our
      President Alexander Ibsen incorporated our company, subscribed for shares to
      provide initial working capital, and identified the Grosvenor Claims, arranged
      for their staking, commissioned a geological report on the Grosvenor Claims
      obtaining the assistance of professionals as needed. He identified investors
      to
      participate in the private placement closed on January 31, 2006, assisted in
      the
      preparation of this registration statement and all other matters normally
      performed by an executive officer.





Our
      Secretary Treasurer Patrick Grant has also assisted in identifying investors
      to
      participate in the private placement closed on January 31, 2006 and was
      instrumental in preparation of the Offering Memorandum used in connection with
      the private placement. Mr. Grant arranged for the incorporation of our
      subsidiary, Grosvenor Canada, and obtained a Free Miner’s Certificate (required
      by the Province of British Columbia as a prerequisite to taking title to mineral
      claims in the province) for Grosvenor Canada, Mr. Grant has coordinated
      preparation of this registration statement and has principal responsibility
      for
      preparation of our periodic reports.





**Employment
      Agreements with Executive Officers and Directors**





There
      are
      no employment agreements with any officers or directors other than the money
      payment to them as more fully described elsewhere in this Form 10K-SB.





**Stock
      Option Plan**





We
      have
      never established any form of stock option plan for the benefit of our
      directors, officers or future employees. We do not have a long-term incentive
      plan nor do we have a defined benefit, pension plan, profit sharing or other
      retirement plan.





**Bonuses
      and Deferred Compensation**





None





**Compensation
      Pursuant to Plans**





None





**Pension
      Table**





None





**Termination
      of Employment**





There
      are
      no compensatory plans or arrangements, including payments to be received from
      Grosvenor, with respect to any person named in Summary of Compensation set
      out
      above which would in any way result in payments to any such person because
      of
      his resignation, retirement, or other termination of such person’s employment
      with Grosvenor or its subsidiary, or any change in control of Grosvenor, or
      a
      change in the person’s responsibilities following a change in control of
      Grosvenor.






-27-





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





Grosvenor
      knows of no director, officer, beneficial owner of more than ten percent of
      any
      class of equity securities of Grosvenor’s registered pursuant to Section 12
      (“Reporting Person”) that failed to file any reports required to be furnished
      pursuant to Section 16(a). Only Alexander Ibsen has filed a Form 3 with the
      SEC
      during the period under review.





The
      following table sets forth as at June 30, 2006, the name and position of each
      Reporting Person that filed any reports required pursuant to Section 16 (a)
      during the most recent fiscal year.


**Name
                of Director and Officer**
            **Form
                filed**
            **Date
                of Filing**Alexander
                Ibsen
            3
            August
                23, 2006Patrick
                N. Grant
            -
            -










**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




The
      following table sets forth, as at August 25, 2006, the total number of shares
      owned beneficially by each of our directors, officers and key employees,
      individually and as a group, and the present owners of 5% or more of our total
      outstanding shares. The shareholder listed below has direct ownership of his/her
      shares and possesses sole voting and dispositive power with respect to the
      shares.




**Title
                or**
              **Class**
            **Name
                and Address of**
              **Beneficial
                Owner****(1)**
            **Amount
                of**
              **Beneficial**
              **Ownership
                (2)**
            **Percent
                of**
              **Class**Common
              Stock
            Alexander
                Ibsen
              1533
                Eagle Mountain Drive,
              Coquitlam,
                B. C., Canada,
              V3E
                2Z3
            2,500,000
            49.51%Common
              Stock
            Patrick
                Grant
              201
                Stewart Avenue,
              Nanaimo,
                B.C., Canada, V9S 4C2
            1,500,000
            29.71%Common
              Stock
            Directors
                and Officers as a
              Group
            4,000,000
            79.22%





(1)
            Unless
                otherwise noted, the security ownership disclosed in this table is
                of
                record and beneficial.





(2)
            Under
                Rule 13-d of the Exchange Act, shares not outstanding but subject
                to
                options, warrants, rights, conversion privileges pursuant to which
                such
                shares may be acquired in the next 60 days are deemed to be outstanding
                for the purpose of computing the percentage of outstanding shares
                owned by
                the person having such rights, but are not deemed outstanding for
                the
                purpose of computing the percentage for such other persons. None
                of our
                officers or directors has options, warrants, rights or conversion
                privileges outstanding.






-28-




We
      do not
      know of any other shareholder who has more than 5 percent of the issued
      shares.





The
      number of shares under Rule 144 is 4,000,000.





Our
      two
      largest shareholders, Alexander Ibsen and Patrick N. Grant, own, collectively,
      4,000,000 issued and outstanding shares of our common stock. These shares are
      “restricted shares” as that term is defined in Rule 144 of the Rules and
      Regulations of the SEC promulgated under the Securities Act. Under Rule 144,
      shares can be publicly sold, subject to volume restrictions and restrictions
      on
      the manner of sale, commencing one year after their acquisition.





There
      are
      no voting trusts or similar arrangements known to us whereby voting power is
      held by another party not named herein. We know of no trusts, proxies, power
      of
      attorney, pooling arrangements, direct or indirect, or any other contract
      arrangement or device with the purpose or effect of divesting such person or
      persons of beneficial ownership of our common shares or preventing the vesting
      of such beneficial ownership.





**Description
      of Our Securities**





We
      have
      only common shares authorized and there are no preferred shares or other forms
      of shares. Our authorized common stock consists of 200,000,000 shares of common
      stock, par value $0.001 per share. The holders of our common stock:





-
            have
                equal ratable rights to dividends from funds legally available therefore,
                when, as, and if declared by our Board of
                Directors;





-
            are
                entitled to share ratably in all of the assets of Grosvenor available
                for
                distribution upon winding up of the affairs of Grosvenor;
                and





-
            do
                not have preemptive, subscription or conversion rights and there
                are no
                redemption or sinking fund provisions or rights;
                and





-
            are
                entitled to one non-cumulative vote per share on all matters on which
                shareholders may vote at all meetings of
                shareholders.





The
      shares of common stock do not have any of the following rights:





-  preference
      as to dividends or interest;





-  preemptive
      rights to purchase in new issues of shares;





-  preference
      upon liquidation; or





-  any
      other
      special rights or preferences.




All
      our
      shares of commons stock now issued and outstanding are fully paid and
      non-assessable.





**Convertible
      Securities**





The
      shares are not convertible into any other securities.





**Non-Cumulative
      Voting.**





The
      holders of shares of our common stock do not have cumulative voting rights,
      which means that the holders of more than 50% of such outstanding shares, voting
      for the election of directors, can elect all of the directors to be elected,
      if
      they so choose. In such event, the holders of the remaining shares will not
      be
      able to elect any of our directors. Our directors and officers have 79.22
      percent of the shares outstanding making it impossible for any shareholder
      or
      group of shareholders to accumulate sufficient votes of shares from other
      shareholders to change our directors.






-29-





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**




**Transactions
      with Management and Others**





Except
      as
      indicated below, there were no material transactions, or series of similar
      transactions, since inception of Grosvenor, or any currently proposed
      transactions, or series of similar transactions, to which Grosvenor was or
      is to
      be a party, in which the amount involved exceeds $60,000, and in which any
      director or executive officer, or any security holder who is known by Grosvenor
      to own of record or beneficially more than 5% of any class of Grosvenor’s common
      stock, or any member of the immediate family of any of the foregoing persons,
      has an interest.





**Indebtedness
      of Management**





There
      were no material transactions, or series of similar transactions, since
      inception of Morlock, or any currently proposed transactions, or series of
      similar transactions, to which Grosvenor was or is to be a part, in which the
      amount involved exceeded $60,000 and in which any director or executive officer,
      or any security holder who is known to Grosvenor to own of record or
      beneficially more than 5% of the common shares of Grosvenor’s capital stock, or
      any member of the immediate family of any of the foregoing persons, has an
      interest.





**Transactions
      with Promoters**





Grosvenor
      does not have promoters and has no transactions with any promoters.





**PART
      IV**







**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
      (1)   **Financial
      Statements.** The
      following financial statements are included in this report:





Title
                of Document
            PageReport
                of Madsen & Associates, CPA’s Inc.
            34Consolidated
                Balance Sheet as at June 30, 2006
            35Consolidated
                Statement of Operations for the period from May 25, 2005
              (date
                of inception) to June 30, 2006
            36Consolidated
                Statement of Changes in Shareholders’ Equity for the period from May 25,
                2005 (date of inception) to June 30, 2006
            37Consolidated
                Statement of Cash Flows for the period ended May 25, 2005 (date of
                inception) to June 30, 2006
            38Notes
                to the Consolidated Financial Statements
            39




(a)
      (2) **Financial
      Statement Schedules**





The
      following financial statement schedules are included as part of this
      report:





None.





(a)
      (3) **Exhibits**





The
      following exhibits are included as part of this report by
      reference:





3
            
            Corporate
                Charter (incorporated by reference from Grosvenor’s Registration Statement
                on Form SB-2 filed on March 24, 2006, Registration No.
                333-132681)3
                (i)Articles
                of Incorporation (incorporated by reference from Grosvenor’sRegistration
                Statement on Form SB-2 filed on March 24, 2006, RegistrationNo.
                333-132681)3
                (ii)By-laws
                (incorporated by reference from Grosvenor’s Registration Statementon
                Form SB-2 filed on March 24, 2006, Registration No.
                333-132681)4
            
            Stock
                Specimen (incorporated by reference from Grosvenor’s Registration
                Statement on Form SB-2 filed on March 24, 2006, Registration No.
                333-132681)10.1
            
            Transfer
                Agent and Registrar Agreement (incorporated by reference from Grosvenor’s
                Registration Statement on Form SB-2 filed on March 24, 2006 Registration
                No. 333-132681)







-30-







**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**




(1)  Audit
      Fees





The
      aggregate fees billed by the independent registered accountants for the period
      ended June 30, 2006 for professional services for the audit of Grosvenor interim
      as of January 31, 2006 and March 31, 2006 annual financial statements as at
      June
      30, 2006 and services that are normally provided by the accountants in
      connection with statutory and regulatory filings or engagements for those period
      years were as follows: $2,000 for January 31, 2006, $495 for March 31, 2006
      and
      $2,500 for June 30, 2006.





(2)  Audit-Related
      Fees





The
      aggregate fees billed in each of the two periods mentioned above for assurance
      and related services by the principal accountants that are reasonably related
      to
      the performance of the audit or review of Grosvenor’s financial statements and
      are not reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)  Tax
      Fees





The
      aggregate fees billed in June 30, 2006 for professional services rendered by
      the
      principal accountants for tax compliance, tax advice, and tax planning was
      NIL.





-31-


(4)  All
      Other Fees





During
      the period from inceptions to June 30, 2006 there were no other fees charged
      by
      the principal accountants other than those disclosed in (1) and (3)
      above.





(5)  Audit
      Committee’s Pre-approval Policies





At
      the
      present time, there are not sufficient directors, officers and employees
      involved with Grosvenor to make any pre-approval policies meaningful. Once
      Grosvenor has elected more directors and appointed directors and non-directors
      to the Audit Committee it will have meetings and function in a meaningful
      manner.





(6)  Audit
      Hours Incurred





The
      principal accountants did not spend greater than 50 percent of the hours spent
      on the accounting by Grosvenor’s internal accountant.








-32-








**SIGNATURES**
  In
          accordance with Section 13 or 15(d) of the Exchange Act, the registrant
          caused
          this report to be signed on its behalf by the undersigned, thereunto duly
          authorized.
 
 **GROSVENOR
          EXPLORATIONS INC.**
 (Registrant)
 
 By:
          ALEXANDER IBSEN
 Alexander
          Ibsen
 Chief
          Executive Officer,
 President
          and Director
 
 October
          20, 2006
 
 In
          accordance with the Exchange Act, this report has been signed below by
          the
          following persons on behalf of the registrant and in capacities and on
          the dates
          indicated.
 
 By:
          ALEXANDER IBSEN
 Alexander
          Ibsen
 Chief
          Executive Officer,
 President
          and Director
 
 October
          20, 2006
 
 By:
          PATRICK N. GRANT
 Patrick
          N. Grant
 Chief
          Accounting Officer,
 Chief
          Financial Officer and Director
 
 October
          20, 2006





-33-







**MADSEN
                & ASSOCIATES, CPA’s INC.**
              Certified
                Public Accountants and Business Consultants Board
            684
                East Vine Street, #3
              Murray,
                Utah, 84107
              Telephone
                801-268-2632








Board
      of
      Directors


Grosvenor
      Explorations Inc. and Subsidiary


Vancouver
      B.C., Canada








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM**





We
      have
      audited the accompanying consolidated balance sheet of Grovenor Explorations
      Inc. and Subsidiary (pre-exploration stage company) at June 30, 2006, and the
      related consolidated statements of operations, changes in stockholders' equity,
      and cash flows for the year ended June 30, 2006 and for the one month ended
      June
      30, 2005, and the period from May 25, 2005 (date of inception) to June 30,
      2006.
      These financial statements are the responsibility of the Company's management.
      Our responsibility is to express an opinion on these financial statements based
      on our audits.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosure 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 statements presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Grosvenor Explorations
      Inc.
      and Subsidiary at June 30, 2006, and the results of operations and cash flows
      for the year ended June 30, 2006, and the one month ended June 30, 2005, and
      the
      period from May 25, 2005 (date of inception) to June 30, 2006, in conformity
      with generally accepted accounting principles.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company will need additional working
      capital for its planned activities and to service its debt, which raises
      substantial doubt about its ability to continue as a going concern. Management's
      plans in regard to these matters are described in the notes to the financial
      statements. These financial statements do not include any adjustments that
      might
      result from the outcome of this uncertainty.








Murray,
      Utah      MADSEN
      & ASSOCIATES CPA’s INC.


August
      25, 2006









-34-





**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      BALANCE SHEETS**


June
      30,
      2006




**June
                30,**
              **2006****ASSETS****CURRENT
                ASSETS**Cash
            **$****18,813**Total
                Current Assets
            **$****18,813****LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            **$
                6,000**Accounts
                payable - related parties
            **8,003**Total
                Current Liabilities
            **14,003****STOCKHOLDERS’
                EQUITY**Common
                stock75,000,000
                shares authorized, at $0.001 par value;5,049,000
                shares issued and outstanding
            **5,049**Capital
                in excess of par value
            **51,401**Deficit
                accumulated during the pre-exploration stage
            **(51,640)**Total
                Stockholders’ Equity
            **4,810****$****18,813**





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














-35-


**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


For
      the
      year ended June 30, 2006 and the one month ended June 30, 2005 and for the
      period from May 25, 2005 (date of inception) to June 30, 2006





**June
                30,**
              **2006**
            **June
                30,**
              **2005**
            **May
                25, 2005**
              **to
                June 30**,
              ******2006**REVENUES
            **$****-**
            **$****-**
            **$****-****EXPENSES**Exploration
                costs
            **7,518**
            **-**
            **7,518**Administrative
            **43,622**
            **500**
            **44,122****NET
                LOSS FROM OPERATIONS**
            **$****(51,140)**
            **$****(500)**
            **$****(51,640)****NET
                LOSS PER COMMON SHARE**Basic
                and diluted
            **$****0.01**
            **$****-****AVERAGE
                OUTSTANDING SHARES**Basic
            **4,433,970**
            **1,666,667**





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


-36-





**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


**(Pre-Exploration
      Stage Company)**


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY**


**Period**  **May
      25, 2005 (date of inception) to June 30, 2006**





Common
              Shares
            Stock
              Amount
            Capital
                in
              Excess
                of
              Par
                Value
            Accumulated
              Deficit**Balance
                May 25, 2005**
            -
            $
                -
            $
                -
            $
                -Net
                operating loss for the one month ended June 30, 2005
            -
            -
            -
            (500)Issuance
                of common shares for cash at
              $0.001
                - January, 2006
            4,000,000
            4,000
            -
            -Issuance
                of common shares for cash at
              $0.05
                - January, 2006
            1,049,000
            1,049
            51,401
            -Net
                operating loss for the year
              Ended
                June 30, 2006
            -
            -
            -
            (51,140)**Balance
                as at June 30, 2006**
            ******5,049,000******
            **$****5,049**
            **$****51,401**
            **$****(51,640)**





The
      accompanying notes are an integral part of these financial
      statements


-37-





**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





For
      the
      year ended June 30, 2006 and the one month ended June 30, 2005 and for the
      period from May 25, 2005 (date of inception) to June 30, 2006








**June
                30,**
              **2006**
            **June
                30,**
              **2005**
            **May
                25, 2005**
              **to****June
                30**,
              **2006****CASH
                FLOWS FROM**
              **OPERATING
                ACTIVITIES:**Net
                loss
            **$(51,140)**
            **$(
                500)**
            **$
                (51,640)**Adjustments
                to reconcile net loss to net cash
              provided
                by operating activities:Changes
                in accounts payable
            **5,500**
            **500**
            **6,000**Net
                Cash Provided (Used) in Operations
            **(45,640)**
            **(
                -)**
            **(45,640)****CASH
                FLOWS FROM**
              **INVESTING
                ACTIVITIES:**
            **-**
            **-**
            **-****CASH
                FLOWS FROM FINANCING**
              **ACTIVITIES**Proceeds
                from loan from related party
            **8,003**
            
            **8,003**Proceeds
                from issuance of common stock
            **56,450**
            **-**
            **56,450****64,453**
            **-**
            **64,453**Net
                Increase (Decrease) in Cash
            **18,813**
            **-**
            **18,813**Cash
                at Beginning of Year
            **-**
            **-**
            **-********CASH
                AT END OF YEAR**
            **$****18,813**
            **$****-**
            **$****18,813**














The
      accompanying notes are an integral part of these financial
      statements


-38-





**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**1.**  **ORGANIZATION**





The
      Company, Grosvenor Explorations Inc. (formerly Grosvenor Explorations Ltd.),
      was
      incorporated under the laws of the State of Nevada on May 25, 2005 with the
      authorized capital stock of 75,000,000 shares at $0.001 par value. The Company
      organized its wholly owned subsidiary, Grovensor Explorations Ltd., which was
      incorporated in British Columbia on October 19, 2005.





The
      Company was organized for the purpose of acquiring and developing mineral
      properties. At the report date mineral claims, with unknown reserves, had been
      acquired. The Company has not established the existence of a commercially
      minable ore deposit and therefore has not reached the development stage and
      is
      considered to be in the pre-exploration stage.





The
      Company and its subsidiary has elected June 30 as its fiscal year.





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





Accounting
      Methods





The
      Company recognizes income and expenses based on the accrual method of
      accounting.





Dividend
      Policy





The
      Company has not yet adopted a policy regarding payment of
      dividends.





Basic
                and Diluted Net Income (loss) Per
                Share





Basic
                net income (loss) per share amounts are computed based on the weighted
                average number of shares actually outstanding. Diluted net income
                (loss)
                per share amounts are computed using the weighted average number
                of common
                and common equivalent shares outstanding as if shares had been issued
                on
                the exercise of the common share rights unless the exercise becomes
                antidilutive and then only the basic per share amounts are shown
                in the
                report.





Principles
      of Consolidation





The
      accompanying consolidated financial statements include the accounts of Grosvenor
      Explorations Inc (parent) and its subsidiary from their inception. All
      significant intercompany accounts and balances have been eliminated in
      consolidation.





Evaluation
      of Long-Lived Assets





The
      Company periodically reviews its long term assets and makes adjustments, if
      the
      carrying value exceeds fair value.






-39-








**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**





Income
      Taxes




The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method deferred tax assets and liabilities are determined based on
      differences between financial reporting and the tax bases of the assets and
      liabilities and are measured using the enacted tax rates and laws that will
      be
      in effect, when the differences are expected to be reversed. An allowance
      against deferred tax assets is recorded, when it is more likely than not, that
      such tax benefits will not be realized.





On
      June
      30, 2006, the Company had a net operating loss carry forward of $51,640 for
      income tax purposes. The tax benefit of approximately $15,500 from the loss
      carry forward has been fully offset by a valuation reserve because the future
      tax benefit is undeterminable since the Company is unable to establish a
      predictable projection of operating profits for future years.





Foreign
      Currency Translations





Part
      of
      the transactions of the Company were completed in Canadian dollars and have
      been
      translated to US dollars as incurred, at the exchange rate in effect at the
      time, and therefore, no gain or loss from the translation is recognized. The
      functional currency is considered to be US dollars.





Revenue
      Recognition





Revenue
      is recognized on the sale and delivery of a product or the completion of a
      service provided.





Advertising
      and Market Development





The
      company expenses advertising and market development costs as
      incurred.





Financial
      Instruments





The
                carrying amounts of financial instruments are considered by management
                to
                be their fair value to their short term
                maturities.





Estimates
      and Assumptions





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with general accepted accounting principles. Those estimates and assumptions
      affect the reported amounts of the assets and liabilities, the disclosure of
      contingent assets and liabilities, and the reported revenues and expenses.
      Actual results could vary from the estimates that were assumed in preparing
      these financial statements.











-40-





**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**


Statement
                of Cash Flows





For
                the purposes of the statement of cash flows, the Company considers
                all
                highly liquid investments with a maturity of three months or less
                to be
                cash equivalents.





Unproven
      Mining Claim Costs





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





Environmental
                Requirements





At
                the report date environmental requirements related to the mineral
                claim
                acquired are unknown and therefore any estimate of any future cost
                cannot
                be made.





Financial
      Instruments





The
      carrying value of financial instruments, including cash and accounts payable,
      are considered by management to be their estimated fair value.





Recent
      Accounting Pronouncements





The
      Company does not expect that the adoption of other recent accounting
      pronouncements will have a material impact on its financial
      statements.





**3.**  **AQUISITION
      OF MINERAL CLAIM**





The
                Company acquired three mineral claims, known as the Crome-Vandium
                1, 2,
                and 3, situated in British Columbia, with an expiration date of January
                5,
                2007. The claims may be extended yearly by the payment of $5,646
                Cdn or
                the completion of work on the property of $5,646 Cdn. plus a filing
                fee.
                On the date of this report the Company had not established the existence
                of a commercially minable ore deposit on the claims.





**4.**  **SIGNIFICANT
      TRANSACTIONS WITH RELATED PARTY**





Officers-directors
      have acquired 79% of the common stock issued and have made no interest, demand
      loans to the Company of $8,003.





Officers-directors
      are compensated for their services in the amount of a total $3,000 per month
      starting January 1, 2006.





**5.**  **CAPITAL
      STOCK**





During
      January 2006, the Company completed a private placement of 4,000,000 common
      shares for $4,000 to its directors and a private placement of 1,049,000 common
      shares for $52,450.






-41-





**GROSVENOR
      EXPLORATIONS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006








**6.**  **GOING
      CONCERN**





The
      Company intends to seek business opportunities that will provide a profit.
      However, the Company does not have the working capital necessary to be
      successful in this effort and to service its debt, which raises substantial
      doubt about its ability to continue as a going concern.





Continuation
      of the Company as a going concern is dependent upon obtaining additional working
      capital and the management of the Company has developed a strategy, which it
      believes will accomplish this objective through additional loans from related
      parties, and equity funding, which will enable the Company to operate for the
      coming year.











-42-