**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-KSB**
 
 (x)
              ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
                  1934
 For
                  the
                  fiscal year ended June 30, 2007
 
 (
                  )
              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
              OTCBB
 
 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. [ ]
  
 
 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, 2007, 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
        July 15, 2007, Grosvenor Explorations Inc. has 35,350,000 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
              10ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              15ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO VOTE OF SECURITIES HOLDERS
              15PART
                  IIITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              15ITEM
                  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
              22PART
                  IIIITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE
                  WITH
                  SECTION 16 (a) OF THE EXCHANGE ACT
              22ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              26ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDERS MATTERS
              28ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              29PART
                  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 with 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 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. As at June 30, 2007, Phase I has been
        partially completed, with work spent on the property of $5,500. We anticipate
        completing Phase I by no later than November 30, 2007.
 
 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.
   -4-
 
 Our
        auditors have expressed substantial doubt about our ability to continue as
        a
        going concern in their audit report dated July 2007 attached to the financial
        statements dated June 30, 2007. We have cash of $8,093 as at June 30, 2007
        and
        have liabilities of $83,912 of which $76,220 is owed to our directors. Since
        our
        inception we have incurred accumulated losses of $132,269. We anticipate
        minimum
        operating expenses for the next twelve months of $52,954 (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.
 
 Grosvenor
        has 35,350,000 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 2007 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, 2007, the date of our most recent audited
        financial statements is $132,269. 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 of 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 and 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.*******
              ***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, 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, shared
        traded over the OTCBB 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.
   -9-
   ***16.
        We anticipate the need to sell additional treasury shares 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.
  ***17.
        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.
  **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.
   -10-
   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
                  /05/2008
              MO82L
              Grosvenor
                  ExplorationsLtd.Crome-Vanadium
                  2
              524748
              Jan
                  /05/2008
              MO82L
              Grosvenor
                  ExplorationsLtd.Crome-Vanadium
                  3
              524753
              Jan
                  /05/2008
              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 $5,041 in 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/ .
  **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 forseeable future is available
        from steams and ponds 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.
   -11-
  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 25 degrees
        west.
 
 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.
   -12-
 
 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.
  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 $13,393 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
        $22,321. 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
        was
        partially completed during the year at a cost of $6,451.
  Due
        to
        the shortage of time prior to snow falling on the property, Phase I was not
        completed. The assessment work was done by Cazador Resources to maintain
        the
        mineral claims in good standing for another year. An additional $2,478 has
        to be
        spent to complete Phase I of the program.
  Phase
        II -
  Follow-up
                  geochem and detailed geological sampling
              $
                  4,463Geophysical
                  surveying
              6,250Assay:100
                  @ $22 each
              2,200Contingency
              480Subtotal
              $
                  13,393
   -13-
   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.
  We
        intend
        to complete Phase I work at some point during the summer of 2007 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.
  The
        completion of 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.
  Should
        Phase I results warrant further work, in Phase II (at an estimated cost of
        a
        further $13,393) 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 $22,321, Diamond drilled samples would be tested,
        by
        assay for chromite and other minerals; however, our primary focus is the
        search
        for chromite.
   -14-
  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 was
        not
        undertaken until summer 2006. It was not completed at this time and will
        be
        completed in summer 2007.
  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.
  **ITEM
        3. LEGAL PROCEEDINGS**
  There
        are
        no legal proceedings to which Grosvenor is a party or to which the
        Crome-Vanadium 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 2007.
  **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, 2007, Grosvenor had 43 shareholders; two of these
        shareholders are an officers and director of Grosvenor.
 
 
 -15-
  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-Vanadium
        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.
 
 **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.
   -16-
   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 $51,602 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 remaining work to be done under Phase I of the recommended exploration
        program. We might have to consider a joint venture partner. If we cannot
        find a
        joint venture partner and do not raise more money, we will be unable to complete
        any work beyond the remaining money to be spent on Phase I. 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.
  **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.
   -17-
  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, 2007 our total assets were $8,093 and our total liabilities were
        $83,912 including $76,220 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:
 
 Expense
              Ref.
              Estimated
                AmountAccounting
                  and audit
              (i)
              $
                  7,500Bank
                  charges
              
              100Edgar
                  filing fees
              (ii)
              1,100Exploration
                  costs
              (iii)
              2,478Filing
                  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 nexttwelve
                  months
              
              52,003Account
                  payable - unrelated parties only as at June 30, 2007
              
              7,692Cash
                  shortage
              
              (51,602)Balance
                  as at June 30, 2007
              
              $8,093
  (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, 2007
              10Q-SB
              750
              500
              1,250December
                  31, 2007
              10Q-SB
              750
              500
              1,250March
                  31, 2008
              10Q-SB
              750
              500
              1,250June
                  30, 2008
              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.
 
 
 -18-
  (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 less the $6,451
                  spent
                  during 2006, for a total of $2,478.
 
 (iv)  Filing
        fees in Nevada
 
 To
                  maintain the Company in good standing in the State of Nevada an
                  annual fee
                  of approximately $225 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.
  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 $76,220 advanced on behalf of the Company up to June
        30,
        2007.
  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 $76,220 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, 2007, 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, 2007, June 30, 2006, and the one month ended June 30,
        2005.**
  We
        incurred accumulated net losses since inception of $132,269 as detailed in
        the
        following table:
   -19-
 
  Expenses
              Ref.
              TwelveMonthsEnded
                June30,2007
              Twelve
                  monthsended
                June
                  30,2006
              One
                  monthended
                June
                  30,2005
              From
                  inceptionMay
                  25, 2005
                toJune
                  30, 2007Accounting
                  and audit
              (i)
              $
                  10,645
              $
                  11,470
              $
                  -
              $
                  22,115Bank
                  charges
              
              213
              206
              -
              419Consulting
              (ii)
              -
              4,800
              -
              4,800Exploration
                  costs
              (iii)
              6,451
              7,518
              -
              13,969Filing
                  fees
              (iv)
              225
              612
              -
              837Incorporation
                  costs
              (v)
              -
              341
              500
              841Legal
              (vi)
              6,577
              2,500
              
              9,080Management
                  fees
              (vii)
              36,000
              18,000
              -
              54,000Office
              (viii)
              6,023
              1,730
              -
              7,753Rent
              (ix)
              2,400
              1,200
              -
              3,600Telephone
              (x)
              1,329
              979
              -
              2,308Transfer
                  agent fees
              (xi)
              1,850
              -
              -
              1,850Travel
                  and entertainment
              (xii)
              8,913
              1,784
              -
              10,697Total
              
              $80,629
              $51,140
              $500
              $132,269
 
 (i)  Audit
        and
        Accounting
 
 Auditing
                  and accounting expense represents the cost of the preparation of
                  the
                  consolidated financial statements for the three months ended September
                  30,
                  2006, the six months ended December 31, 2006, the nine months ended
                  March
                  31, 2007 and for the fiscal year ended June 30, 2007 and the subsequent
                  review and examination of these statements by our independent
                  accountants.
 
 (ii)  Consulting
 
 There
        were no consulting costs in the 2007 year end.
 
 (iii)  Exploration
        costs
 
 Represent
                  payment to Cazadar Resources for assessment work on the mineral
                  claims of
                  $6,451, including renewal of Free Miners License at $446 and payment
                  to
                  Billingsley to file the work report with the Ministry to put the
                  claim in
                  good standing.
 
 (iv)  Filing
        fees
 
 We
                  paid the State of Nevada $125 for filing of the annual directors
                  and
                  officers form and Empire Stock Transfer $100 to act as registered
                  agent.
 
 (v)  Incorporation
        costs
 
 There
                  were no incorporation costs in the 2007 year end.
 
 (vi)  Legal
        Fees
 
 Legal
        fees were paid to Brad Burmingham in the amount of $5,080 for corporate matters
        and Lawler and Associates $1,500 for arranging the forward stock
        split.
   -20-
  (vii)  Management
        fees
 
 Management
                  fees are paid monthly for their services as
                  follows:
 
 Alexander
                  Ibsen
              $
                  12,000Patrick
                  Grant
              24,000$36,000
 
 (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 $129 for long distant telephone
                  calls.
 
 (xi)  Transfer
        agent fees
 
 We
        have
        paid Empire Stock Transfer $1,000 for the annual transfer agent fee, $650
        for
        transferring of stock certificates and other fees of $200.
 
 (xii)  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.
  **Balance
        Sheets**


Total
        cash and cash equivalents, as at June 30, 2007 and June 30, 2006 were
        respectively, $8,093 and $18,813. Our working capital as at June 30, 2007
        and
        June 30, 2006 were a negative amount of $75,819 and a positive amount of
        $4,810
        respectively.
  Total
        shareholders’ equity as at June 30, 2007 was $56,450 and $4,810 as at June 30,
        2006. Total shares outstanding as at June 30, 2007 was 35,350,000 and at
        June
        30, 2006 was 5,049,000 (not taking into consideration the forward split of
        the
        shares on a seven to one basis).
  As
        of
        July 15, 2007 share capital outstanding was 35,350,000 common
        shares.
   -21-
 
  **FINANCIAL
        STATEMENTS**
  The
        financial statements attached to this Form 10-KSB for the year ended June
        30,
        2007 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, 2007, to the best of our knowledge, there have been
        no
        disagreements with Madsen & Associates CPA’s Inc. on 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.
 
 (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:
   -22-
   **Name
                  and**
                **Address**
              **Position(s****)**
              **Age**Alexander
                  Ibsen
                Coquitlam,B.C.,
                  Canada,
              Chief
                  ExecutiveOfficer,
                  President
                and
                  Director (1)
              66Patrick
                  Grant
                Nanaimo,
                  B. C.Canada
              Chief
                  Financial Officer,Chief
                  Accounting
                Officer,
                  Secretary-Treasurer and Director (2)
              58
 
 (1)
              Alexander
                  Ibsen was appointed a director on June 3, 2005, Presidenton
                  January 10, 2006 and the Chief Executive Officer on January 12,2006.(2)
              Patrick
                  Grant became a director on January 5, 2006 and was appointedSecretary
                  Treasurer on January 10, 2006 and Chief Financial OfficerAnd
                  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 in 2001
        Mr.
        Ibsen has worked as a self-employed contractor in the food industry.
 
 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.
   -23-
   Our
        Directors and Officers are not directors of another company registered under
        the
        Securities and Exchange Act of 1934.
  **Board
        of Directors**
 
 Up
        until
        June 30, 2007 our Board of Directors held three meetings and our Audit Committee
        held two meetings. On February 23, 2007, the Company held a meeting of the
        Board
        regarding the forward split of the stock certificates.
  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.
 
 **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.
   -24-
 
 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 be 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;
 
 (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.
   -25-
  
 (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.
  **ITEM
        10. 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
                Principal
                  position
              Year
              Salary
              Otherannual
                Comp.
                ($)
              Restrictedstock
                awards
                ($)
              Options/SAR
                (#)
              LTIPpayouts
                ($)
              All
                  other
                compensation
                ($)Alexander
                  Ibsen
                Chief
                  Executive
                Officer,
                  Presidentand
                  Director
              2005
                2006
                2007
              -0-
                -0-
                -0-
              -0-
                6,000
                12,000
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-Patrick
                  Grant
                Chief
                  Financial Officer,
                Chief
                  Accounting Officer, Secretary Treasurerand
                  Director
              2005
                2006
                2007
              -0-
                -0-
                -0-
              -0-
                12,000
                24,000
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
  **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.
   -26-
  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.
 
 **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, 2007, the name and position of
        each
        Reporting Person that filed any reports required pursuant to Section 16 (a)
        during the most recent fiscal year.
   -27-
   **Name
                  of Director and Officer**
              **Form
                  filed**
              **Date
                  of Filing**Alexander
                  Ibsen
              3
              August
                  23, 2006Patrick
                  N. Grant
              3
              October
                  23, 2006
 
  **ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT**
  The
        following table sets forth, as at July, 2007, 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
              15,820,000
              44.75%Common
                Stock
              Patrick
                  Grant
                201
                  Stewart Avenue,Nanaimo,
                  B.C., Canada, V9S 4C2
              9,450,000
              26.73%CommonStock
              Directors
                  and Officers as aGroup
              25,270,000
              71.48%
 
 (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.
 
 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 25,200,000.
 
 Our
        two
        largest shareholders, Alexander Ibsen and Patrick N. Grant, own, collectively,
        25,270,000 issued and outstanding shares of our common stock. Of this amount
        of
        25,270,000 shares, 25,200,000 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.
   -28-
 
 **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 common 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 71.48
        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.
  **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.
    -29-
   **Indebtedness
        of Management**
 
 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 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, 2007
              35Consolidated
                  Statement of Operations for the period from May 25, 2005(date
                  of inception) to June 30, 2007
              36Consolidated
                  Statement of Changes in Shareholders’ Equity for the period from May 25,
                  2005 (date of inception) to June 30, 2007
              37Consolidated
                  Statement of Cash Flows for the period ended May 25, 2005 (date
                  of
                  inception) to June 30, 2007
              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.
 
 
 -30-
 
  (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)
  **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, 2007 for professional services for the review of the quarterly
        financial statements as at September 30, 2006, December 31, 2006 and March
        31,
        2007, annual financial statements as of June 30, 2007 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: $495 for each
        of
        the quarters ended September 30, 2006, December 31, 2006 and March 31, 2007
        and
        $2,500 for the audit of June 30, 2007.
 
 (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, 2007 for professional services rendered
        by the
        principal accountants for tax compliance, tax advice, and tax planning was
        NIL.
 
 (4)  All
        Other Fees
 
 During
        the period from inceptions to June 30, 2007 there were no other fees charged
        by
        the principal accountants other than those disclosed in (1) and (3)
        above.
   -31-
  
 (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 the requirements 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)
 
 July
        23,
        2007
 
 
 By:
        ALEXANDER IBSEN
 Alexander
        Ibsen
 Chief
        Executive Officer,
 President
        and Director
 
 
 
 By:
        PATRICK N. GRANT
 Patrick
        N. Grant
 Chief
        Accounting Officer,
 Chief
        Financial Officer and Director
 
 
 
 -33-
 
  
 **MADSEN
        & ASSOCIATES, CPA’s INC.**    684
        East
        Vine Street, #3
 Certified
        Public Accountants and Business Consultants Board  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, 2007, and
        the
        related consolidated statements of operations, changes in stockholders' equity,
        and cash flows for the years ended June 30, 2007and 2006 and the period from
        May
        25, 2005 (date of inception) to June 30, 2007. These financial statements
        are
        the responsibility of the Company's management. Our responsibility is to
        express
        an opinion on these financial statements based on our audits.
 
 We
        conducted our 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 audit provides 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, 2007, and the results of operations and cash flows
        for the years ended June 30, 2007 and 2006 and the period from May 25, 2005
        (date of inception) to June 30, 2007, 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      */s/
        “Madsen & Associates, CPA’s Inc.”*
  July
        22,
        2007
   -34-
 
 
 **GROSVENOR
        EXPLORATIONS INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **CONSOLIDATED
        BALANCE SHEETS**
 June
        30,
        2007
  **ASSETS****CURRENT
                  ASSETS**Cash
              **$****8,093**Total
                  Current Assets
              **$****8,093****LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                  LIABILITIES**Accounts
                  payable
              **$
                  7,692**Accounts
                  payable - related parties
              **76,220**Total
                  Current Liabilities
              **83,912****STOCKHOLDERS’
                  DEFICIENCY**Common
                  stock75,000,000
                  shares authorized, at $0.001 par value;35,350,000
                  shares issued and outstanding
              **35,350**Capital
                  in excess of par value
              **21,100**Deficit
                  accumulated during the pre-exploration stage
              **(132,269)**Total
                  Stockholders’ Deficiency
              **(75,819)****$****8,093**
 
 
 
 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
        years ended June 30, 2007 and 2006 and for the period from May 25, 2005 (date
        of
        inception) to June 30, 2007
 
 **June
                  30,****2007**
              **June
                  30,****2006**
              **May
                  25, 2005****to
                  June 30**,
                ******2007****REVENUES**
              **$****-**
              **$****-**
              **$****-****EXPENSES**Exploration
                  costs
              **6,451**
              **7,518**
              **13,968**Administrative
              **74,178**
              **43,622**
              **118,301****NET
                  LOSS FROM OPERATIONS**
              **$****(80,629)**
              **$****(51,140)**
              **$****(132,269)****NET
                  LOSS PER COMMON SHARE**Basic
                  and diluted
              **$****0.00**
              **$****0.01****AVERAGE
                  OUTSTANDING SHARES**Basic
              **35,350,000**
              **17,625,000**
 
 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, 2007**
 
 CommonShares
              StockAmount
              Capital
                  in
                Excess
                  ofPar
                  Value
              AccumulatedDeficit**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
              28,000,000
              28,000
              (24,000)
              -Issuance
                  of common shares for cash at$0.05
                  - January, 2006
              7,350,000
              7,350
              45,100
              -Net
                  operating loss for the yearended
                  June 30, 2006
              -
              -
              -
              (51,140)Balance
                  as at June 30, 2006
              35,350,000
              35,350
              21,100
              (51,640)Net
                  operating loss for the yearended
                  June 30, 2007
              -
              -
              -
              (80,629)**Balance
                  as at June 30, 2007**
              ******35,350,000**
              ******35,350**
              ******21,100**
              ******(132,269)**
 
 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
        years ended June 30, 2007 and 2006 and for the period from May 25, 2005 (date
        of
        inception) to June 30, 2007
 
 
 **June
                  30,****2007**
              **June
                  30,****2006**
              **May
                  25, 2005****to****June
                  30**,
                **2007****CASH
                  FLOWS FROM****OPERATING
                  ACTIVITIES:**Net
                  loss
              **$
                  (80,629)**
              **$(51,140)**
              **$
                  (132,269)**Adjustments
                  to reconcile net loss to net cashprovided
                  by operating activities:Changes
                  in accounts payable
              **1,692**
              **5,500**
              **7,692**Net
                  Cash Provided (Used) in Operations
              **(78,937)**
              **(45,640)**
              **(124,577)****CASH
                  FLOWS FROM****INVESTING
                  ACTIVITIES:**
              **-**
              **-**
              **-****CASH
                  FLOWS FROM FINANCING****ACTIVITIES**Proceeds
                  from loan from related party
              **68,217**
              **8,003**
              **76,220**Proceeds
                  from issuance of common stock
              **-**
              **56,450**
              **56,450****68,217**
              **64,453**
              **132,670**Net
                  Increase (Decrease) in Cash
              **(10,720)**
              **18,813**
              **8,093**Cash
                  at Beginning of Year
              **18,813**
              **-**
              **-********CASH
                  AT END OF YEAR**
              **$****8,093**
              **$****18,813**
              **$****8,093**
 
 
 
 
 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,
        2007
 
 **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, Grosvensor 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 have 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,
        2007
 
 **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, 2007, the Company had a net operating loss carry forward of $131,828
        for
        income tax purposes. The tax benefit of approximately $39,500 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. The losses
        expire
        2025 through 2027.
 
 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,
        2007
 
 
 **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.
 
 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,
                  2008. 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 71% of the common stock issued and have made no interest, demand
        loans to the Company of $76,220.
 
 Officers-directors
        are compensated for their services in the amount of a total $3,000 per month
        starting January 1, 2006.
 
 
 -41-
 
  **GROSVENOR
        EXPLORATIONS INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 June
        30,
        2007
  **5.**  **CAPITAL
        STOCK**
 
 During
        January 2006, the Company completed a private placement of post-split 28,000,000
        common shares for $4,000 to its directors and a private placement of post-split
        7,350,000 common shares for $52,450.
 
 On
        February 5, 2007, the shareholders approved a forward stock split at the
        ratio
        of seven shares for one share of the Company’s common stock. The forward split
        does not affect the Company’s authorized number of shares of common stock as set
        forth in its Articles of Incorporation and therefore such authorized number
        of
        shares after the forward split shall remain at 75,000,000. The post-split
        shares
        have been shown from inception.
  **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-