UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10K





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





For the
fiscal year ended June 30, 2009





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





For
      the transaction period from July 1, 2008 to June 30,
  2009





Commission
      File
Number:   333-132681





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





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





2431 M.
      de la CruzPasay City,
      Philippines(Address of
      principal executive offices)
            (Zip
      Code)





Registrant’s
      telephone
      number                                                      632-887-2131Securities
      registered pursuant to Section 12(b) of the Act:





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





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





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities
Act   [    ]  Yes   [X]  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15 (d) of the
Act.   [    ]
Yes   [   ]  No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90
days.  [    ]  Yes   [X]
No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    [   ]
Yes  [    ] No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form
10-K   [    ]








-1-





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large
accelerated
filer   [   ]                                                                                                  Accelerated
filer                            [   ]





Non-accelerated
filer     [   ]  (Do not check
if a small reporting
company)                                         Small
reporting company  [X]





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recent completed second fiscal
quarter.





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





June 15,
2009: 212,100,000 common shares





DOCUMENTS
INCORPORATED BY REFERENCE





Listed
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c)
under the Securities Act of 1933.   The listed documents should
be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 31, 1980).










-2-











TABLE
OF CONTENTS





PART 1
            
            PageITEM
      1.
            Business.
            4ITEM
      1A.
            Risk
      Factors.
            5ITEM
      1B.
            Unresolved
      Staff Comments.
            9ITEM
      2.
            Properties.
            9ITEM
      3.
            Legal
      Proceedings.
            14ITEM
      4.
            Submission
      of Matters to Vote of Securities Holders
            14PART IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            14ITEM
      6
            Selected
      Financial Information.
            14ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            15ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            20ITEM
      8.
            Financial
      Statement and Supplementary Data.
            20ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            21ITEM
      9A
            Controls
      and Procedures.
            21ITEM
      9A(T)
            Controls
      and Procedures
            22ITEM
      9B
            Other
      information
            22PART IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            22ITEM
      11.
            Executive
      Compensation.
            25ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            27ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            29ITEM
      14
            Principal
      Accounting Fees and Services.
            30PART IVITEM
      15.
            Exhibits,
      Financial Statement Schedules
            32SIGNATURES
            35







-3-







PART
1





ITEM
      1.  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 2431 M. de
la Cruz, Pasay City, Philippines.  Our telephone and fax number is
632-887-2131.  During the year, Grosvenor allowed its wholly owned
subsidiary, Grosvenor Explorations Ltd., a British Columbia, Canada incorporated
entity, to be struck by the Provincial Government resulting in Grosvenor no
longer having a subsidiary.   The Company does not have any
subsidiaries, affiliated companies or joint venture partners.





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 Kon Tum Gold Claim (“Kon Tum”) located in Vietnam.





Grosvenor
acquired the Kon Tum for a cash purchase of $5,000 from Norgae Mining LLC, an
unrelated company, including a geological report on the claim prepared by
Charlie Brennan, Professional Geologist.





Presently,
we have no interest in any 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 Kon Tum 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 Kon
Tum.





We have
no fulltime employees and management of Grosvenor, all or who reside in the
Philippines, devotes a very small percentage of their time to the affairs of the
Company. There might be a conflict with our directors in that both are
professional geologists and will be introduced to other mineral properties which
they might recommend to both our Company and to other clients of
theirs.   Such situations could create a conflict of
interest.





Our
auditors have expressed substantial doubt about our ability to continue as a
going concern in their audit report attached to the financial statements dated
June 30, 2009.  We have cash of $4,230 as at June 30, 2009 and have
liabilities of $128,522.  Since our inception we have incurred
accumulated losses of $204,142.  We anticipate minimum operating
expenses for the next twelve months of $151,178 (refer to page
17).  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.





Grosvenor
has 212,100,000 shares outstanding.








-4-





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





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 forms 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 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 on the OTCBB





ITEM
1A.                      RISK
FACTORS




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 2009 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.




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 Kon Tum does 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 our shareholders’ investment.






-5-




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, 2009, the date of
our most recent audited financial statements, is $204,142  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.           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 our shareholders’ investment.




We have
no known ore reserves.   Even if we find gold mineralizationwe
cannot guarantee that any gold mineralizationwill
be of sufficient quantity so as to warrant recovery. Additionally, even if we
find gold mineralizationin
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold mineralizationis
recoverable, we cannot guarantee that this can be done at a profit. Failure to
locate gold 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 our shareholders’
investment.




5.
            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 our
      shareholders’ 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
do not have sufficient cash on hand, to continue operations for twelve
months.  One 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 our shareholders’ investment.




6.
            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 our shareholders will lose their
      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 the Kon Tum will involve the consideration and evaluation of
several significant factors including, but not limited to:






-6-






●
            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 our shareholders will lose their entire investment in our
Company.




We may
not have access to all of the supplies and materials we need in Vietnam 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.
These items might be difficult to obtain in Vietnam without some form of
governmental assistance. 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.




7.
            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, both being Professional Geologists, and
they may not be in a position to devote a majority of their time to our
exploration activity.  Therefore, 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.









-7-








Risks
Associated with owning our Shares:




8.   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 Kon Tum, 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 labor 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. Previous mining
exploration activities may have caused environmental damage to the Kon Tum. 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 Kon Tum 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.




9.   No
      matter how much money is spent on the Kon Tum, 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 Kon Tum, 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 Kon Tum without finding anything of
value.  There is a high probability the Kon Tum does not contain any
reserves so any funds spent on exploration will probably be lost.





10.
      Even with positive results during exploration, the Kon Tum 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 Kon Tum is in excess of the selling price of
such minerals, we would not be able to develop the Kon
Tum.  Accordingly even if ore reserves were found on the Kon Tum,
without sufficient tonnage we would still not be able to economically extract
the minerals from the Kon Tum in which case we would have to abandon the Kon Tum
and seek another mineral property to develop, or cease operations
altogether.





11.
      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.








-8-




12.  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 10-K, it contains
forward-looking statements which involve risk and uncertainties.  When
used in this Form 10-K, 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 10-K including financial statements, attachments and risk factors before
considering an investment.





ITEM
1B.                      UNRESOLVED STAFF
COMMENTS





There are
no unresolved staff comments outstanding at the present time.





ITEM
      2.   PROPERTIES





Our sole
mineral property is:





Kon
Tum Gold Claim





In 2008,
we acquired a 100% interest in the Kon Tum Gold Claim that was staked to cover
gold zones within the similar to the La Son Gold Claim which is located
approximately 21 kilometers to the west of the Kon Tum, produced in excess of 15
million ounces of gold and is currently being reactivated on a limited
basis.





Kon Tum
is located 18 km Northeast of Kon Tum, (closest city) lies 18 Km North east of
Doc To and 53 Km Northwest of Pleiku.





Property
Description and Location




Kon Tum
consists of 1 unpatented mineral claim, located 18 km Northeast of Kon Tum,
and  43 km Southwest of Doc To at UTM co-ordinates Latitude 14°21’00”North and Longitude
108°00’00”East. The
mineral claim was assigned to our Company by Norgae Mining LLC. and the said
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Vietnam.





There are
no known environmental concerns or parks designated for any area contained
within the claims. The property has no encumbrances.  As advanced
exploration proceeds there may be bonding requirements for
reclamation.




Grosvenor
purchased a 100% interest in the Kon Tum.






-9-




Accessibility,
Climate, Local Resources, Infrastructure and Topography




The
common topographical features of Kon Tum are of the highland type. The
remarkable characteristic of the Kon Tum topography is the fairly distinctive
division of tiers from north to south. [Missing Graphic Reference]The north of
the province is high mountains, the Lang Bian plateau, with summits of altitudes
between 1,300m – above 2,000m such as Bidoup (2,287m), Lang Bian (2,167m).
[Missing Graphic Reference]The east and the west are mountains with modest
altitudes (500 – 1,000m). [Missing Graphic Reference]The south is
topographically the transition from the Di Linh – Bảo Lộc plateau to the
semi-flat country.




Kon Tum
province is situated in the Tây Nguyên Highlands climatic zone 4, a tropical
climate with monsoon. On the whole territory, due to a complex topography, there
is a difference in elevation and degree of vegetation covering. However, the
weather of Kon Tum is temperate and mild all the year round, notable changes are
rare in the annual cycle.





The navigation on the Đồng
Nai River is possible only along 60km in the dry season, chiefly in the
Cát Tiên area.




The Kon
Tum zone is the zone of experienced growers of vegetables, fruits and flowers.
The produce of the zone, originally from sub-tropical and temperate zones, is
well-known to the domestic market and the foreign market as well.




History




Vietnam
is constituted mainly by the folded belts surrounding two shields, cratonised in
the Upper Proterozoic: the Yangtze craton and the Indochinese shield, located in
the Mekong basin and occupying most of Cambodia and the contiguous parts of Laos
and Vietnam. The folding occurred during the late-hercynian (early Triassic)
orogenic movements, active mainly in the central and southern Vietnam and the
indosinian (late Triassic, ante-Norian) orogeny. The indosinian folding domain
occupies most of the North Vietnam, down to the Ca river fault. With the latter
orogeny, considered to be the most important of Indochina, was achieved the
stabilization of the region. However several "active" structures
(troughs/grabens) have been formed in the Mesozoic (Tu Le, Sam Nua, Dalat
troughs) and in the Cenozoic





Gold has
been mined in Vietnam since immemorial times. At present, its production is
probably about 1 t/y, part of which is produced by the local population
(panners). Eight major gold fields are known in the northern Vietnam and two in
the south. In the Chiem Hoa area, gold mineralisation consisting of native gold
and calaverite is associated with stibnite. The large Lang Vai Au-Sb deposit
contains several tens of tons of gold. Placers and auriferous quartz vein
occurrences ( Pac Lan deposit) are known in the Ngan Son - Cao Bang area, in
Vinh Phu province (Kim Boi, Cho Binh deposits) and to the south of Thanh Hoa (at
Phu Qui and Lang Chau). Near Cua Rao in the Nge Tinh province, the alluvium
of the Nam Chou River contains 1-5 g/t Au over some 8 km . The rich (10-15 g/t
Au) Bong Mieu deposit, located about 80 km S of Da Nang, was exploited by the
French. A reserve of 5 t Au has been found by a recent exploration. The
mineralisation comprising native gold, auriferous pyrite and minor galena in
quartz veins, 3-4 m in thickness, is hosted in gneisses. As already mentioned,
several antimony, copper, manganese and iron deposits contain gold.





Numerous
showings of mineralization have been discovered in the area and six prospects
have achieved significant production, with the nearby La Son Gold Mine (21
kilometers away) producing 120,000 ounces of gold annually.


During
the 1990’s several properties East of Kon Tum were drilled by junior mineral
exploration companies.





We are
prepared to conduct preliminary exploration work on the property.








-10-





Geological
Setting





The geological structure
of Kon Tum is comprised of sedimentary rocks, eruptive rocks and intrusive
rocks, belonging tothe period between the middle Jurassic to the
Quaternary. The sedimentary and eruptive rocks are divided into 14 strata of
different ages and constituents. The intrusive rocks within Kon Tum belong to 4
systems: Định Quán, Đèo Cả, Cà Ná and Cù Mông.




Kon Tum
zone is a pre-Cambrian crustal block which subsided in the early-middle
Jurassic, and most of the zone was tectonically subject to the forceful action
of magma in the late Mesozoic and the Kainozoic.




Stratigraphy




The
substratum of Vietnam is formed by various rocks of Precambrian to quaternary
age. The Precambrian formations occur in the Kontum massif, extending over most
of the central Vietnam, and in the north of the country, principally along the
Red river. The crystalline rocks (migmatites, ortho-gneisses) cropping out
between the Song Chay and Red rivers, are considered to be of a probable Archean
age.





Gold at
the La Son Gold Mine (which, as stated above, is in close proximity to the Kon
Tum) is generally concentrated within extrusive Precambrian rocks in the walls
of large volcanic caldera.




Intrusive





Proterozoic
intrusive comprise granites of the Chu Lai and the Tumorong massifs, in the
southern Vietnam,  as well as the basic rocks of the Bao Ha - Ca Vinh
complexes and the granitic rocks, often gneissic, of the Song Chay massif in the
north. Several phanerozoic intrusive/magmatic series, have been
distinguished:





·
            Upper
      paleozoic, including granites  basic rocks (Vitthulu complexe)
      and permian effusions;





·
            Triassic,
      emplaced during the indosinian orogeny, most widely spread in Vietnam,
      comprising a large variety of rocks, from ultramafic to
      granitic.





·
            Upper
      Cretaceous-Paleogene, comprising alcaline, effusive rocks, granites,
      syenites  as well as some gabbros and
    peridotites.





Structure






CAPSULE
DESCRIPTION: Graphite veins currently mined are from few centimeters to a meter
thick. Typically they cut amphibolite to granulite grade metamorphic rocks
and/or associated intrusive rocks.




TECTONIC
SETTING(S): Katazone (relatively deep, high-grade metamorphic environments
associated with igneous activity; conditions that are common in the shield
areas).




DEPOSITIONAL
ENVIRONMENT/GEOLOGICAL SETTING: Veins form in high-grade, dynamothermal
metamorphic environment where met sedimentary belts are invaded by igneous
rocks.




AGE OF
MINERALIZATION: Any age; most commonly Precambrian.






-11-






HOST/ASSOCIATED
ROCK TYPES: Hosted by paragneisses, quartzites, clinopyroxenites,
wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites,
granitic and intermediate intrusive rocks, quartz-mica schists, granulites,
aplites, marbles, amphibolites, magnetite-graphite iron formations and
anorthosites.




Deposit
Types




Deposits
are from a few millimeters to over a meter thick in places, although usually
less than 0.5 meter thick. Individual veins display a variety of forms,
including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently
forming anatomizing or stock work patterns.





Mineralization
is located within a large fractured block created where prominent
northwest-striking shears intersect the northstriking caldera fault zone. The
major lodes cover an area of 2 km and are mostly within 350m of the surface.
Lodes occur in three main structural settings:





(i)           steeply
dipping northweststriking shears;


(ii)           flatdipping
(1040) fractures (flatmakes); and


(iii)           shatter
blocks between shears.





Most of
the gold occurs in telluride’s and there are also significant quantities of gold
in pyrite.




Mineralization




No
mineralization has been reported for the area of the property but structures and
shear zones affiliated with mineralization on adjacent properties pass through
it.




Exploration




Previous
exploration work has not to the author’s knowledge included any attempt to drill
the structure on Kon Tum.  Records indicate that no detailed exploration
has been completed on the property.




Property
Geology




To the
east of the property is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while the property itself is underlain by sediments and
volcanic. The intrusive also consist of a large mass of granodiorite towards the
western most point of the property.




Adjacent
Properties




The
adjacent properties are cited as examples of the type of deposit that has been
discovered in the area and are not major facets to this report.




Interpretations
and Conclusions




The area
is well known for numerous productive mineral occurrences including the La Son
Gold Claim.





The
locale of the Kon Tum is underlain by the units of the Precambrian rocks that
are found at those mineral occurrence sites.





These
rocks consisting of cherts and argillites (sediments) and andesitic to basaltic
volcanic have been intruded by granodiorite. Structures and mineralization
probably related to this intrusion are found throughout the region and occur on
the claim. They are associated with all the major mineral occurrences and
deposits in the area.






-12-







Mineralization
found on the claim is consistent with that found associated with zones of
extensive mineralization. Past work however has been limited and sporadic and
has not tested the potential of the property.





Potential
for significant amounts of mineralization to be found exists on the property and
it merits intensive exploration.




Recommendations
by Charlie Brennan, Professional Geologist




A two
phased exploration program to further delineate the mineralized system currently
recognized on Kon Tum is recommended. The program would consist of air photo
interpretation of the structures, geological mapping, both regionally and
detailed on the area of the main showings, geophysical survey using both
magnetic and electromagnetic instrumentation in detail over the area of the
showings and in a regional reconnaissance survey and geochemical soil sample
surveying regionally to identify other areas on the claim that are mineralized
and in detail on the known areas of mineralization. The effort of this
exploration work is to define and enable interpretation of a follow-up diamond
drill program, so that the known mineralization and the whole property can be
thoroughly evaluated with the most up to date exploration
techniques.





The
proposed budget for the recommended work in VND 621,381,266 (US $36,777.95) is
as follows:




Phase
I




Vietnam Dong
            U.S. Dollars1.           Geological
      mapping
            110,457,300
            $  6,537.682.           Geological
      Surveying
            159,215,710
            9,423.57Total Phase I
            269,673,010
            $15,961.25





Phase
II





1.           Geochemical
      surveying and surface sampling(includes
      sample collection and assaying)
            351,708,256
            $20,816.70Total Phase II
            351,708,256
            $20,816.70





Total Exploration
            621,381,266
            $36,777.95




We intend
to complete Phase I exploration work on the Kon Tum, our sole
property.  No exact date has been determined for the commencement of
exploration work on the Kon Tum.




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 Kon
Tum.




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.






-13-







ITEM
      3.    LEGAL
PROCEEDINGS





There are
no legal proceedings to which Grosvenor is a party or to which the Kon Tum is
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 2009.





PART
      II





ITEM
      5.         MARKET FOR
      REGISTRANT’S COMMON EQUITY, RELATED    STOCKHOLDER
      MATTERS AND ISSUER PURCHASE OF EQUITY
SECURITIES





Since
inception, 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, 2009, Grosvenor had 45 shareholders; two of
these shareholders are an officers and director of Grosvenor.





Option
Grants and Warrants outstanding since Inception.





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





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





ITEM
5.                      SELECTED
FINANCIAL INFORMATION





The
following summary financial data was derived from our financial
statements.   This information is only a summary and does not
provide all the information contained in our financial statements and related
notes thereto.  You should read the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our financial
statements and related noted included elsewhere in this Form 10-K.





Operation
Statement Data





For
      the yearendedJune 30, 2009
            May
      25, 2005
              (date
      of incorporation) toJune 30, 2009Revenue
            $  -
            $   -Exploration
      expenses
            -
            18,968General
      and Administration
            27,387
            185,174Net
      loss
            27,387
            204,142Weighted
      average shares outstanding (basic)
            212,100,000Weighted
      average shares outstanding (diluted)
            212,100,000Net
      loss per share (basic)
            $
      (0.00)Net
      loss per share (diluted)
            $
      (0.00)







-14-







Balance
Sheet Data





Cash
      and cash equivalent
            $   4,230Total
      assets
            4,240Total
      liabilities
            128,522Total
      Shareholders’ deficiency
            (124,292)





Our
historical results do not necessary indicate results expected for any future
periods.





ITEM
      6.      MANAGEMENT’S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITIONS AND RESULTS OF
  OPERATIONS





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.  During the year, Grosvenor allowed
its wholly owned subsidiary, Grosvenor Explorations Ltd., to be struck by
the Provincial Government of British Columbia since if did not require a
subsidiary any more.   Grosvenor does not have any subsidiaries,
affiliated companies or joint venture partners.





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.





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 the Kon Tum
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 Kon Tum. That cash must be raised from other
sources. Our only other source for cash at this time is investments by others in
the Company.  We must raise cash to implement our planned exploration
program and stay in business.




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








-15-






We
estimate we will require $151,178 in cash over the next twelve months, including
the cost of planned Phase I exploration work for the Kon Tum during that
period.  We estimate our cash on hand will not enable us to continue
in business for next 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 Kon Tum
through joint venture arrangement or even the sale of part of the Kon
Tum.  Neither of these avenues has been pursued as of the date of this
Form 10K.




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 Kon Tum 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.




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.






-16-






Liquidity
and Capital Resources




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




As of
June 30, 2009 our total assets were $4,230 consisting solely of cash on hand and
our total liabilities were $128,522.




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





Expense
            Ref.
            EstimatedAmountAccounting
      and audit
            (i)
            $       8,500Bank
      charges
            
            100Edgar
      filing fees
            (ii)
            1,100Exploration
      costs – Phase I
            (iii)
            15,961Filing
      fees – Nevada; Sec of State
            (iv)
            225Office
      and general expenses
            (v)
            500Transfer
      agent fees
            (vi)
            500Estimated
      expenses for the next twelve months
            
            26,886Account
      payable as at June 30, 2009
            
            128,522Cash
      required
            
            155,408Less:  Cash
      on hand as at June 30, 2009
            
            (4,230)Cash
      need over the next twelve months
            
            $  151,178





(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, 2009
            10Q
            1,000
            500
            1,500December
      31, 2009
            10Q
            1,000
            500
            1,500March
      31, 2010
            10Q
            1,000
            500
            1,500June
      30, 2010
            10K
            1,500
            2,500
            4,000Estimated total
            
            $  4,500
            $  4,000
            $   8,500




(ii)           Edgar
filing fees





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




(iii)           Exploration
costs





The
      projection of cash required over the next twelve months has assumed that
      Phase I of the recommended work program, set out by Charlie Brennan, will
      be completed at an estimated cost of
$15,961.





(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)           Office
and general





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






-17-







(vi)           Transfer
agent





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




Presently,
management fees are accrued as an expense with an offsetting entry to Capital in
Excess of Par Value.   These accrued management fees will never
be paid out in cash or shares to anyone.




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, 2009, 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, 2009 and 2008 and for the Period from May 25, 2005 (date
of inception) to June 30, 2009.




We
incurred accumulated net losses since inception of $204,142 as detailed in the
following table:




Expenses
            Ref.
            TwelveMonthsEnded
              June
      30,2009
            TwelveMonthsEnded
              June
      30,2008
            From
      inceptionMay
      25, 2005
              toJune 30, 2009Accounting
      and audit
            (i)
            $  9,500
            $   9,600
            $  41,215Bank
      charges
            
            104
            97
            620Consulting
            (ii)
            2,000
            2,000
            8,800Exploration
      costs
            (iii)
            -
            5,000
            18,968Filing
      fees
            (iv)
            -
            475
            837Incorporation
      costs
            (v)
            -
            -
            341Legal
            (vi)
            -
            3,146
            12,226Management
      fees
            (vii)
            12,000
            16,000
            82,000Office
            (viii)
            (83)
            1,638
            9,309Rent
            (ix)
            2,400
            2,400
            8,400Telephone
            (x)
            1,200
            1,200
            4,708Transfer
      agent fees
            (xi)
            266
            2,930
            6,021Travel
      and entertainment
            (xii)
            -
            -
            10,697Total
            
            $  27,387
            $  44,486
            $
      204,142





(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,
      2008, the six months ended December 31, 2008, the nine months ended March
      31, 2009 and for the fiscal year ended June 30, 2009 and the subsequent
      review and examination of these statements by our independent
      accountants.





(ii)           Consulting





The
Company engaged the services of a consult to communicate with certain
shareholders in India.   During the past year the expense related
to fees paid for the forward split of the Company’s shares on the basis of a 5
new shares for each one old share held.






-18-





(iii)           Exploration
costs





No
      exploration was undertaken on the Kon Tum Gold claim during the year.
      During the prior year we paid $5,000 for the purchase of the Kon
      Tum.





(iv)           Filing
fees





The
      Company paid the State of Nevada the required filing fees to maintain it
      in good standing subsequent to the year
end.





(v)           Incorporation
costs





There
      were no incorporation costs in the 2009 year end nor in the prior
      year.





(vi)           Legal
Fees





No legal
expenses were incurred during the current year.





(vii)           Management
fees





The
      Company does not pay management fees at this time but realizes there is a
      cost associated with the directors managing the operations of our
      Company.   Therefore, it accrues as an expense $1,000 per
      month with an offsetting entry to Capital in Excess of Par
      Value.





(viii)           Office





Office
      expenses during the year were mainly for courier, postage, office
      supplies, etc. in the amount of $435 with an offsetting credit of $519 in
      recognition of foreign exchange gain.   The offset to
      office expense is consistent with the accounting procedure of prior
      years.





(ix)           Rent





We
      accrued rent similar to management fees with an offsetting entry to
      Capital in Excess of Par Value.   The monthly amount
      accrued was $200.





(x)           Telephone





Similar
      to management fees and rent noted above, we have accrued telephone expense
      each month with an offsetting entry to Capital in Excess of Par
      Value.





(xi)           Transfer
agent fees





The
Company uses the services of Holladay Stock Transfer as its transfer
agent.   During the fiscal year ended June 30, 2009 it paid fees
of $266 to them.





(xii)           Travel
and entertainment







There have been no travel and
entertainment expenses during the year.






-19-






Balance
Sheets




Total
cash and cash equivalents, as at June 30, 2009 and June 30, 2008, were
respectively $4,230 and $902.  Our working capital as at June 30, 2009
and June 30, 2008 were a negative amount of $124,292 and a negative amount of
$112,505 respectively.




Total
shareholders’ deficiency as at June 30, 2009 was $124,142 and $112,505 as at
June 30, 2008. Total shares outstanding as at June 30, 2008 was 212,100,000 and
at June 30, 2009 and 2008.




ITEM
      7A.       QUANTITATIVE AND QUALITATIVE
      DISCLOSURE ABOUT
MARKET   RISK





Market
Information





There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.





The
number of shares subject to Rule 144 is 151,200,000





Presently,
there are no shares being offered to the public and no shares have been offered
pursuant to an employee benefit plan or dividend reinvestment plan.





Our
shares are traded on the OTCBB.  Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K.  Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace period
if they do not make their filing during that time.





In the
future our common stock trading price might be volatile with wide
fluctuations.  Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;●
            trading
      patterns and share prices in other exploration companies which our
      shareholders consider similar to ours;●
            the
      exploration results on the Kon Tum Gold Claim, and●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.  These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance.  In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company.  Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.




ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA





The
financial statements attached to this Form 10-K for the year ended June 30, 2009
have been examined by our independent accountants, Madsen & Associates CPA’s
Inc. and attached hereto.






-20-







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





During
the year ended June 30, 2009, 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
9A – CONTROLS AND PROCEDURES





Our
management, on behalf of the Company, has considered certain internal control
procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which
accomplishes the following:




Internal
controls are mechanisms to ensure objectives are achieved and are under the
supervision of the Company’s Chief Executive Officer, being Felimon Lee, and
Chief Financial Officer, being Rizanina Raneses. Good controls encourage
efficiency, compliance with laws and regulations, sound information, and seek to
eliminate fraud and abuse.




These
control procedures provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.




Internal
control is "everything that helps one achieve one's goals - or better still, to
deal with the risks that stop one from achieving one's goals."




Internal
controls are mechanisms that are there to help the Company manage risks to
success.




Internal
controls is about getting things done (performance) but also about ensuring that
they are done properly (integrity) and that this can be demonstrated and
reviewed (transparency and accountability).




In other
words, control activities are the policies and procedures that help ensure the
Company’s management directives are carried out. They help ensure that necessary
actions are taken to address risks to achievement of the Company’s objectives.
Control activities occur throughout the Company, at all levels and in all
functions. They include a range of activities as diverse as approvals,
authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.





As of
June 30, 2009, the management of the Company assessed the effectiveness of the
Company’s internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.  Management concluded, during the year ended June 30,
2009, internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules.  Management realized there
are deficiencies in the design or operation of the Company’s internal control
that adversely affected the Company’s internal controls which management
considers to be material weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





●              The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.






-21-







●              The
Company has limited segregation of duties which is not consistent with good
internal control procedures.





●              The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future.  This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.





●              There
are no effective controls instituted over financial disclosure and the reporting
processes.





Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the Company. Management will have to address
the lack of independent members on the Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.





The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so.   By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee.   With the addition of other Board Members and
staff the segregation of duties issue will be address and will no longer be a
concern to management.  By having a written policy manual outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.





Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.





ITEM
9A (T) – CONTROLS AND PROCEDURES





There
were no changes in the Company’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.





ITEM
9 B – OTHER INFORMATION





There are
no matters required to be reported upon under this Item.





PART
111





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




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.






-22-





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




Name
      andAddress
            Position(s)
            AgeFelimon
      A. Lee
              2431
      M. de la Cruz,Pasay
      City, Philippines
            Chief
      ExecutiveOfficer,
      President
              and
      Director (1)
            54Rizanina
      Raneses
              2432
      M. de la Cruz,Pasay
      City, Philippines
            Chief
      Financial Officer,
              Chief
      AccountingOfficer,
      Secretary-Treasurer  and Director (2)
            27





(1)
            Felimon
      Lee was appointed a director on December 7, 2007, President and the Chief
      Executive Officer on the same day.(2)
            Rizanina
      Raneses became a director on December 7, 2007 and was appointed Secretary
      Treasurer, Chief Financial Officer and Chief Accounting Officer on the
      same day.





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 71% of the total issued and outstanding
shares.




Both of
our new directors and officers are Professional Geologists.




Background of
officers and directors




FELIMON
LEE received a degree in geology in 1976 from the University of the Philippines
and subsequently obtained a Masters in Geological Sciences.  For the
period from 1982 to 1985 he was employed as a prospecting geologist for Zaputo
Mines in the Philippines.  Later he worked for Davao Mining LLC for
the period from 1985 to 2001.   Currently he is working for
Aquino Enterprises Inc.  in both the Philippines and Malaysia
searching for mineral properties of merit either grass route or existing mining
sites.





RIZANINA
RANESES has a Bachelor of Science degree in Geology which she obtained in 2003
and is now working towards a Masters in Geological Science. She is part time
with the Bureau of Mines and Mining of the Government of the Philippines where
she is responsible for analyzing much of the geological data to be published on
geological maps of the Provinces of the Philippines.





None of
our officers and directors work full time for our company.  Felimon
Lee spends approximately 15 hours a month on administrative and accounting
matters. As Secretary Treasurer, Rizanina Raneses spends approximately 10 hours
per month on corporate matters.





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





Board of
Directors





Our Board
of Directors has not yet held a Directors’ Meeting.   All
approvals have been done by way of Directors’ Consent Resolutions.





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.






-23-






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 Felimon Lee, our President, and Rizanina Raneses our
Secretary Treasurer.  Neither Mr. Lee nor Ms. Raneses 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. Lee, Chairman of the Audit Committee,
will engage the services of an independent Chartered Accountant, a person who
will meet 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.





Significant
Employees





We have
not paid employees as such.  Our Officers and Directors fulfill many
of the functions that would otherwise require Grosvenor to hire employees or
outside consultants.





We will
have to engage the services of certain consultants to assist in the exploration
of our previous mineral claims and to prepare a report on the Kon
Tum.  Such consultant will responsible for hiring and supervising, to
conduct the Phase I exploration work to be undertaken on the Kon Tum in the near
future.  This individual will be responsible for the completion of the
geological work on the Kon Tum and, therefore, will be an integral part of our
operations although he or she will not be considered an employee 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 this individual
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:






-24-







(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.





(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
11.      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
      andPrincipal
              position
            Year
            Salary
            Otherannual
              Comp.($)
            Restricted
              stockawards($)
            Options/SAR(#)
            LTIPpayouts($)
            All
      other
              compensation($)Alexander
      Ibsen
              Former
      Director
              and
      Officer
            2005
              2006
              2007
              2008
              2009
            -0-
              6,000
              12,000
              6,000
              -0-
            -0-
              -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
              -0-Patrick
      Grant
              Former
      Director
              and
      Officer
            2005
              2006
              2007
              2008
            -0-
              12,000
              24,000
              4,000
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-









-25-









Felimon
      Lee
              President,
      CEO
              and
      Director
            2007
              2008
              2009
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-Rizanina
      Ranese
              Secretary
      Treasurer, CFO
              and
      Director
            2007
              2008
              2009
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -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.





Activities
of our Former and Current Directors since Inception





Our
former President, Alexander Ibsen, incorporated our company, subscribed for
shares to provide initial working capital, and identified the Chrome Vanadium 1,
2, and 3 claims, arranged for their staking, commissioned a geological report on
the Chrome Vandium 1, 2, and 3 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 a
registration statement and all other matters normally performed by an executive
officer.  Our new President has identified the Kon Tum and undertaken
administrative matters as required.





Our
former 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 a registration statement and has principal
responsibility for preparation of our periodic
reports.    Ms. Raneses has performed administrative duties
as requested.





Employment
Agreements with Executive Officers and Directors





There are
no employment agreements with any officers or directors.





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






-26-







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).





Neither
Mr. Lee nor Ms. Raneses has filed a Report with the SEC as at July 15,
2009.





ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS.




The
following table sets forth, as at July 2009, 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
      orClass
            Name
      and Address ofBeneficial Owner (1)
            Amount
      ofBeneficialOwnership (2)
            Percent
      ofClassCommon
              Stock
            Felimon
      A. Lee
              2431
      M. de la Cruz,Pasay
      City, Philippines
            94,500,000
            44.55%Common
              Stock
            Rizanina
      Raneses
              2432
      M. de la Cruz,Pasay
      City, Manila, Philippines
            56,700,000
            26.73%Common
              Stock
            Directors
      and Officers as a
              Group
            151,200,000
            71.28%





(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 151,200,000.





Our two
largest shareholders, Felimon Lee and Rizanina Raneses, own, collectively,
151,200,000 issued and outstanding shares of our common
stock.   All these shares are “restricted shares” as that term is
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act.  Under Rule 144, shares can be publicly sold,
subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition.






-27-







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





Description
of Our Securities





We have
only common shares authorized and there are no preferred shares or other forms
of shares.  Our authorized common stock consists of 450,000,000 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 71.28 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.







-28-








ITEM
      13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE





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 $120,000, and in which any
director or executive officer, or any security holder who is known by Grosvenor
to own of record or beneficially more than 5% of any class of Grosvenor’s common
stock, or any member of the immediate family of any of the foregoing persons,
has an interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since
inception of 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 $120,000 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.





Conflicts
of Interest





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





To ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on January 13, 2006, a Code of Ethics for the Board of
Directors (the “Code”).  Portage’s Code embodies our commitment to
such ethical principles and sets forth the responsibilities of Portage and its
officers and directors to its shareholders, employees, customers, lenders and
other organizations. Our Code addresses general business ethical principles and
other relevant issues.





Transactions
with Promoters





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





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, 2009 for professional services for the review of the quarterly
financial statements as at September 30, 2008, December 31, 2008 and March 31,
2009, annual financial statements as of June 30, 2009 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:  $500
for each of the quarters ended September 30, 2008, December 31, 2008 and March
31, 2009 and $2,500 for the audit of June 30, 2009.





(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.






-29-







(3)           Tax Fees





The
aggregate fees billed in June 30, 2009 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, 2009 there were no other fees charged by
the principal accountants other than those disclosed in (1) and (3)
above.





(5)           Audit Committee’s
Pre-approval Policies





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





(6)           Audit Hours
Incurred





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





PART
IV





ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Exhibits





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





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














-30-











Financial
Statements.The following financial statements are included in
this report:





Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            33Balance
      Sheet as at June 30, 2009 and 2008
            34Statement
      of Operations for years ended June 30, 2009 and 2008 and for the period
      from May 25, 2005 (date of inception) to June 30, 2009
            35Statement
      of Changes in Shareholders’ Equity for the period from May 25, 2005 (date
      of inception) to June 30, 2009
            36Statement
      of Cash Flows for years ended June 30, 2009 and 2008 and for the period
      ended May 25, 2005 (date of inception) to June 30, 2009
            37Notes
      to the Consolidated Financial Statements
            38











-31-

















SIGNATURES





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





GROSVENOR
EXPLORATIONS INC.


(Registrant)










By:   FELIMON A.
LEE


Felimon A.
Lee


Chief
Executive Officer,


President and
Director





By:   RIZANINA
      RANESES


Rizanina Raneses


Chief Accounting Officer,


Chief Financial Officer and
Director













-32-














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.


Pasay
City, Philippines








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM





We have
audited the accompanying balance sheets of Grovenor Explorations Inc.
(Pre-exploration stage company) at June 30, 2009 and 2008, and the
related statements of operations, changes in stockholders' equity, and cash
flows for the years ended June 30, 2009 and 2008 and the period from May 25,
2005 (date of inception) to June 30, 2009. 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.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  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 financial statements referred to above present fairly, in all
material respects, the financial position of Grosvenor Explorations Inc. at
June 30, 2009 and 2008, and the results of operations and cash flows for the
years ended June 30, 2009 and 2008 and the period from May 25, 2005 (date of
inception) to June 30, 2009, 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 25,
2009









-33-














GROSVENOR
EXPLORATIONS INC.


(Pre-exploration
Stage Company)


BALANCE
SHEETS








June 30, 2009
            June 30, 2008ASSETSCURRENT
      ASSETSCash
            $  4,230
            $    920Total Current
    Assets
            $  4,230
            $    920LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $    128,522
            $    113,425Total Current
      Liabilities
            128,522
            113,425STOCKHOLDERS’
      DEFICIENCYCommon
      stock450,000,000 shares authorized, at
      $0.001 par value;212,100,000 shares issued and
      outstanding
            212,100
            212,100Capital in excess of par
      value
            (132,250)
            (147,850)Deficit accumulated during the
      pre-exploration stage
            (204,142)
            (176,755)Total Stockholders’
      Deficiency
            (124,292)
            (112,505)$   4,230
            $   920











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








-34-








GROSVENOR
EXPLORATIONS INC.


(Pre-exploration
Stage Company)


STATEMENTS
OF OPERATIONS


For the
years ended June 30, 2009 and 2008 and for the period from May 25, 2005 (date of
inception) to June 30, 2009





June
      30,2009
            June
      30,2008
            May
      25, 2005
              to June
      30,2009REVENUES
            $    -
            $     -
            $-EXPENSESExploration
      costs
            -
            5,000
            18,968Administrative
            27,387
            39,486
            185,174NET
      LOSS FROM OPERATIONS
            $   (27,387)
            $   (44,486)
            $(204,142)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $    0.00
            $         0.00AVERAGE
      OUTSTANDING SHARESBasic
            212,100,000
            212,100,000





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






-35-







GROSVENOR
EXPLORATIONS INC.


(Pre-Exploration
Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY


Period
May 25, 2005 (date of inception) to June 30, 2009





Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par Value
            AccumulatedDeficitBalance May 25,
      2005
            -
            $             -
            $             -
            $                -Net
      operating loss for the one month ended  June 30,
      2005
            -
            -
            -
            (500)Issuance
      of common shares for cash - January, 2006
            168,000,000
            168,000
            (164,000)
            -Issuance
      of common shares for cash – January, 2006
            44,100,000
            44,100
            8,350
            -Net
      operating loss for the year ended June 30, 2006
            -
            -
            -
            (51,140)Balance
      as at June 30, 2006
            212,100,,000
            212,100
            (155,650)
            (51,640)Net
      operating loss for the year ended June 30, 2007
            -
            -
            -
            (80,629)Balance
      as at June 30, 2007
            212,100,000
            212,100
            (155,650)
            (132,269)Net
      operating loss for the year ended June 30, 2008
            -
            -
            -
            (44,486)Capital
      contributions - expenses
            -
            -
            7,800
            -Balance
      as at June 30, 2008
            212,100,000
            212,100
            (147,850)
            (176,755)Net
      operating loss for the year ended June 30, 2009
            -
            -
            -
            (27,387)Capital
      contribution - expenses
            -
            -
            15,600
            -Balance
      as at June 30, 2009
            212,100,000
            $
      212,100
            $  (132,250)
            $      (204,142)





The
accompanying notes are an integral part of these financial
statements






-36-







GROSVENOR
EXPLORATIONS INC.


(A
Pre-exploration Stage Company)


STATEMENTS
OF CASH FLOWS





For the
years ended June 30, 2009 and 2008 and for the period from May 25, 2005 (date of
inception) to June 30, 2009








June
      30,2009
            June
      30,2008
            May
      25, 2005
              toJune 30,2009CASH
      FLOWS FROMOPERATING
      ACTIVITIES:Net
      loss
            $    (27,387)
            $    (44,486)
            $   (204,142)Adjustments
      to reconcile net loss to net cash provided
      by operating activities:Capital
      contribution expenses
            15,600
            7,800
            23,400Changes
      in accounts payable
            15,097
            105,733
            128,522Net
      Cash  Provided (Used) in Operations
            3,310
            69,047
            (52,220)CASH
      FLOWS FROMINVESTING
      ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCINGACTIVITIESProceeds
      from loan from related party
            -
            (76,220)
            -Proceeds
      from issuance of common stock
            -
            -
            56,450-
            (76,220)
            56,450Net
      Increase (Decrease) in Cash
            3,310
            (7,173)
            4,230Cash
      at Beginning of Year
            920
            8,093
            -CASH
      AT END OF YEAR
            $    4,230
            $    920
            $   4,230








The
accompanying notes are an integral part of these financial
statements






-37-







GROSVENOR
EXPLORATIONS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


June 30,
2009





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 allowed its wholly owned
subsidiary, Grosvensor Explorations Ltd., to lapse during the year and
therefore it no longer has a subsidiary  . In January 2008, a majority of
the shareholders agreed to an increase in the authorized capital stock to
450,000,000 shares at $0.001 par value.





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.








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.





Evaluation of Long-Lived
Assets





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







-38-








GROSVENOR
EXPLORATIONS INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


June 30,
2009





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, 2009, the Company had a net operating loss carry forward of $204,142 for
income tax purposes.  The tax benefit of approximately $61,200 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 2029.





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.








-39-








GROSVENOR
      EXPLORATIONS INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


June 30,
2009








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





In
      February 2008, the Company purchased the Kon Tum Gold Claims located in
      Vietnam for $5,000.  The Company had not established the
      existence of a commercially minable ore deposit on the Kon Tum Gold
      Claims.   These claims have no expiry date and only if the
      Company decides to abandon them will it no longer have an interest in the
      minerals thereon.





4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





Officers-directors
have acquired 71% of the common stock issued.   The
officer-directors have made contributions to capital of $23,400 to the Company
in the form of expenses paid for the Company.







-40-










GROSVENOR
      EXPLORATIONS INC.


(A Pre-exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


June 30,
2009




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 was 75,000,000.





The
authorized share capital was increased from 75,000,000 common shares with a par
value of $0.001 to 450,000,000 common shares with a par value of
$0.001.





On
January 18, 2008, the Company has a forward split of its common shares on the
basis of 6 new shares for each one old share held.  With this split
there are now issued and outstanding 212,100,000 post split common shares
outstanding with a par value of $0.001 per share.





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.








-41-