Mariposa 10K 2010

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10-K 1 mariposa10k63010final2.

htm 10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended: June 30, 2010
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 333-137481

MARIPOSA RESOURCES, LTD.


(Exact name of Registrant as specified in its charter)

Nevada 06-1781911
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

11923 SW 37 Terrace, Miami FL 33175


(Address of principal executive offices) (Postal Code)

Registrant’s telephone number: (305) 677-9456


Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes x No o
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by checkmark 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 preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files).
Yes o No x (Not required by smaller reporting companies)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o Accelerated Filer o

Non-Accelerated Filer o Smaller Reporting Company x


(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
As of September 15, 2010, there were 47,375,000 shares of the Registrant's common stock, par value $0.001, issued and
outstanding. Of these, 17,375,000 shares are held by non-affiliates of the Registrant. The bid price was $0.20 as of December
31, 2009 (the end of the second fiscal quarter), but the market value of securities held by non-affiliates is $1,737,500, based
on the September 15, 2010 closing bid of $0.10.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify 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; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933, as amended
(“Securities Act”).

Not Applicable.

2
TABLE OF CONTENTS
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION 4

PART I 4

ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 6
ITEM 1B. UNRESOLVED STAFF COMMENTS 6
ITEM 2. PROPERTIES 6
ITEM 3. LEGAL PROCEEDINGS 6
ITEM 4. (REMOVED AND RESERVED) 6

PART II 6

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES 6
ITEM 6. SELECTED FINANCIAL DATA 7
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 9
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE 23
ITEM 9A[T]. CONTROLS AND PROCEDURES 23
ITEM 9B. OTHER INFORMATION 24

PART III 25

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 25


ITEM 11. EXECUTIVE COMPENSATION 26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 27
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 27
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND 28
DIRECTOR INDEPENDENCE 28
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 29

PART IV 29

ITEM 15 . EXHIBITS 29
SIGNATURES 31

3
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Except for historical information, this report contains forward-looking statements. Such forward-
looking statements involve risks and uncertainties, including, among other things, statements
regarding our business strategy, future revenues, and anticipated costs and expenses. Such
forward-looking statements include, among others, those statements including the words “expects,”
“anticipates,” “intends,” “believes,” and similar language. Our actual results may differ
significantly from those projected in the forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed in the sections “Plan
of Operation” and “Description of Business.” You are cautioned not to place undue reliance on
the forward-looking statements, which speak only as of the date of this report. We undertake no
obligation to publicly release any revisions to the forward-looking statements or reflect events or
circumstances taking place after the date of this document.

All references in this Form 10-K to the “Company,” “Mariposa,” “we,” “us,” or “our” are to
Mariposa Resources, Ltd.
PART I

ITEM 1. BUSINESS

We were incorporated in the State of Nevada on May 31, 2006. We were formed as an exploration
stage company to be engaged in the search for mineral deposits or reserves. We conducted
preliminary exploration activities on the MRP Claims (lode mining claims), in Esmeralda County,
Nevada. We returned these claims in June 2009.

As of the date of this filing, we have taken the following steps in the execution of our original
business plan: In July 2006, we executed a Mineral Claim Purchase Agreement (the “Agreement”),
with Gold Explorations LLC, an unrelated third party that holds title to the property. Under the
terms of the Agreement, we had the right to explore for gold on 400 acres. The property is
comprised of 20 lode mining claims located in Esmeralda County, Nevada (the “Properties”).
Under the terms of the Purchase Agreement, we were obligated to pay $53,000 for the Claims over
a five year period. On June 25, 2009, we cancelled our agreement and returned responsibility of the
claims back to Gold Explorations LLC. To date, we have paid a total of $51,265 in mineral
exploration costs, consisting of $26,075 in property and maintenance fees, and $25,190 towards an
exploration work program. The work program consisted of geological mapping and trenching on
the Properties and was completed in April 2007. We did not discover any economic quantities of
minerals through our trenching program and we do not claim to have any minerals or reserves
whatsoever at this time on any of the Properties.

On September 25, 2009, the Company entered into an agreement with Beeston Enterprises, Ltd.,
(“Beeston”) under which Beeston granted the Company an option to acquire an undivided 50%
interest in eight mineral claims, located in the Clinton Mining District of British Columbia, Canada
(the “Claims”), which Claims total in excess of 3,900 hectares, in consideration of the issuance of
1,000,000 common shares of the Company to Beeston within six months of the date of signing of
the Option Agreement. The Claims are subject to a two percent net smelter royalty which can be
paid out for the sum of $1,000,000 (CAD). The Company can earn an undivided 50% interest in
the Claims by carrying out a $50,000 (CDN) exploration and development program on the Claims
on or before September 25, 2010, plus an additional $200,000 (CDN) exploration and development
program on the Claims on or before September 25, 2011. In the event that the Company acquires
an interest in the Claims, the Company and Beeston have further agreed, at the request of either
party, to negotiate a joint venture agreement for the further exploration and development of the
Claims.

4
On March 24, 2010, the Company entered into an agreement with Beeston, amending the Option
Agreement, under which Beeston granted the Company an extension of the time within which to
issue the 1,000,000 shares of Mariposa to Beeston from six months to nine months in consideration
of Mariposa agreeing to increase the required expenditures for exploration and development of the
Claims by $50,000(CDN). The Company entered into a another agreement with Beeston on June
24, 2010, under which Beeston granted Mariposa a further extension for the payment of shares of
its common stock and for the completion of its initial $50,000(CDN) exploration and development
program as required under the option agreement with Beeston until December 31, 2010, in
consideration for an increase in the number of shares of Mariposa payable thereunder from
1,000,000 shares to 1,500,000 shares.

We recently decided to redirect our business focus towards identifying and pursuing options
regarding the development of a new business plan and direction. We are currently looking for
ventures of merit for corporate participation as a means of enhancing stockholder value. This may
involve sales of our equity or debt securities in merger or acquisition transactions.

Charter Amendment to Increase Authorized Capital

On April 8, 2009, our stockholders and our Board of Directors (the “Board”) approved resolutions
to amend our Articles of Incorporation (the “Amendment”) which Amendment was filed with the
Secretary of State of the State of Nevada on April 8, 2009, to effect an increase in the number of
our authorized capital shares to 600,000,000 shares, of which 500,000,000 shares are designated as
common stock, par value $0.001 per share, and 100,000,000 shares are designated as preferred
stock, par value $0.001 per share. We may issue the shares of Preferred Stock from time to time in
one or more classes or series, each of which class or series shall have such distinctive designation
or title as shall be fixed by the Board or any committee thereof established by resolution of the
Board pursuant to our Bylaws prior to the issuance of any shares thereof; each such class or series
of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for
the issuance of such class or series of Preferred Stock as may be adopted from time to time by the
Board prior to the issuance of any shares thereof, all in accordance with the laws of the State of
Nevada.

The Amendment was approved by the holders of 63.3% of the issued and outstanding shares of our
voting capital stock.

Forward Stock Split

By written consent dated April 8, 2009, our Board approved a 10-for-one (10:1) forward split of
our Common Stock (the “Forward Split”). The Forward Split was effective as of the close of
business on Wednesday, April 29, 2009 and following FINRA approval, the market effective date
for the Forward Split was May 6, 2009. As a result of the Forward Split, every 1 old share of our
Common Stock was converted into 10 new shares of our Common Stock. FINRA issued a new
symbol, “MPOA,” under which our Common Stock currently trades.

Patents, Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor


Contracts

We presently utilize no patents, licenses, franchises, concessions, royalty agreements, or labor


contracts in connection with our business.

5
Research and Development

During the fiscal years ended June 30, 2010 and 2009, we made no expenditures on research and
development.

Employees

As of September 15, 2010, our only employee is our sole executive officer.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Mariposa Resource’s principal place of business and corporate offices is located at 11923 SW 37
Terrace, Miami, FL 33175. The office space is a shared-office space in which we have use of a
160 square foot office. The office is provided to us on a rent free basis by our President, Nanuk
Warman.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any knowledge of any
threatened litigation.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED


STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES

Our common stock is currently quoted on the Over-the-Counter Bulletin Board (OTCBB) under the
symbol “MPOA,” however there has been little activity in the trading market. Our common stock
has been quoted on the OTCBB since March 5, 2007.

The following table sets forth the high and low closing bid prices for our common stock for the
fiscal quarters indicated as reported on the OTCBB by the National Association of Securities
Dealers Composite Feed or other qualified interdealer quotation medium. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and do not represent actual
transactions.

Quarter Ended High Bid Low Bid

June 30, 2010 $0.30 $0.30


March 31, 2010 $0.50 $0.50
December 31, 2009 $0.20 $0.20
September 30, 2009 $0.65 $0.65
June 30, 2009 $0.27 $0.005

6
March 31, 2009 $0.005 $0.00
December 31, 2008 $0.005 $0.00
September 30, 2008 $0.005 $0.00

Holders

As of September 15, 2010, we have 47,375,000 Shares of $0.001 par value common stock issued
and outstanding held by 40 shareholders of record.

The stock transfer agent for our securities is Island Stock Transfer, 100 Second Avenue South, Suite
104N, St. Petersburg, FL 33701, Telephone (727) 289-0100.

Dividends

We have never declared any cash dividends with respect to our common stock. Future payment of
dividends is within the discretion of our board of directors and will depend on our earnings, capital
requirements, financial condition, and other relevant factors. Although there are no material
restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock,
we presently intend to retain future earnings, if any, for use in our business and have no present
intention to pay cash dividends on our common stock.

Recent Sales of Unregistered Securities

None.

Securities authorized for issuance under equity compensation plans

We do not have any equity compensation plans and accordingly we have no securities authorized
for issuance thereunder.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended
June 30, 2010.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


AND RESULTS OF OPERATIONS

Results of Operations

We have generated no revenues since inception and have incurred $137,158 in expenses through
June 30, 2010.

The following table provides selected financial data about our company for the year ended June 30,
2010, and 2009, respectively.

7
Balance Sheet Data: 6/30/10 6/30/09

Cash $ 441 $ 132


Total assets $ 641 $ 132
Total liabilities $ 38,299 $ 17,151
Stockholders' deficit $ (37,658) $ (17,019)

Liquidity and Capital Resources

The report of our auditors on our audited financial statements for the fiscal year ended June 30,
2010, contains a going concern qualification as we have suffered losses since our inception. We
have minimal assets and have achieved no operating revenues since our inception. We have
depended on loans and sales of equity securities to conduct operations. Unless and until we
commence material operations and achieve material revenues, we will remain dependent on
financings to continue our operations.

Plan of Operation

We were incorporated in the State of Nevada on May 31, 2006. We were formed to engage in the
search for mineral deposits or reserves. We conducted preliminary exploration activities on certain
properties in Esmeralda County, Nevada on which we held certain mining claims. On September
25, 2009, amended June 24, 2010, we were granted an option to acquire an undivided 50% interest
in eight mineral claims located in the Clinton Mining District of British Columbia, Canada,
representing 3,900 hectares.

We recently decided to refocus our business strategy towards identifying and pursuing options
regarding the development of a new business plan and direction. We intend to explore various
business opportunities that have the potential to generate positive revenue, profits and cash flow in
order to financially accommodate the costs of being a publicly held company.

We have minimal operating costs and expenses at the present time due to our limited business
activities. However, because of our limited cash in the bank, we will be required to raise additional
capital over the next twelve months to meet our ongoing expenses, including our costs related to
the remaining required payments under the Purchase Agreement, as entered into on September 25,
2009.

Further, we may raise capital in connection with or in anticipation of possible acquisition


transactions. We do not currently engage in any product research and development and have no
plans to do so in the foreseeable future. We have no present plans to purchase or sell any plant or
significant equipment. We also have no present plans to add employees, although we may do so in
the future if we engage in any merger or acquisition transactions.

8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MARIPOSA RESOURCES, LTD.


(An Exploration Stage Company)

AUDITED FINANCIAL STATEMENTS

JUNE 30, 2010 and 2009

9
MARIPOSA RESOURCES, LTD.
(An Exploration Stage Company)

INDEX TO AUDITED FINANCIAL STATEMENTS

JUNE 30, 2010 and 2009

Page

Report of Independent Registered Public Accounting Firm 11


Balance Sheets as of June 30, 2010 and 2009 12

Statements of Operations for the years ended June 30, 2010 and 2009, and
cumulative from inception (May 31, 2006) to June 30, 2010 (unaudited) 13

Statement of Changes in Stockholders' Equity (Deficit) for the period of May 31, 2006
(inception ) to June 30, 2010 (unaudited) 14

Statements of Cash Flows for the years ended June 30, 2010 and 2009, and
cumulative from inception (May 31, 2006) to June 30, 2010 (unaudited) 15

Notes to Audited Financial Statements 16

10
Mariposa Resources, Ltd.
(An Exploration Stage Company)

Balance Sheets
As of June 30,

ASSETS 2010 2009

Current Assets
Cash and cash equivalents $ 441 $ 132
Prepaid expenses 200 -
Total Current Assets 641 132

TOTAL ASSETS $ 641 $ 132

LIABILITIES AND STOCKHOLDERS’ DEFICIT


Current Liabilities
Accounts payable and accrued liabilities $ 1,500 $ 3,484
Due to related party (Note 6) 36,799 13,667
Total Current Liabilities 38,299 17,151

Total Liabilities 38,299 17,151

STOCKHOLDERS’ DEFICIT
Capital Stock (Note 3)
Authorized:
100,000,000 preferred shares, $0.001 par value
500,000,000 common shares, $0.001 par value
Issued and outstanding:
47,375,000 common shares 47,375 47,375
Additional paid-in capital 52,125 52,125
Deficit accumulated during the exploration stage (137,158) (116,519)
Total Stockholders’ Deficit (37,658) (17,019)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 641 $ 132

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

12
Mariposa Resources, Ltd.
(An Exploration Stage Company)

Statements of Operations

Cumulative
from Inception
(May 31, 2006) to
Year Ended June 30, June 30,
2010 2009 2010
(Unaudited)
Revenue: $ - $ - $ -

Operating Expenses:
General and administrative 354 2,193 9,907
Mining expenses (Note 5) - 10,500 51,265
Professional fees 20,285 18,931 75,986
Total Operating Expenses 20,639 31,624 137,158

Provision for Income Taxes (Note 4) - - -

Net Loss for the Period $ (20,639) $ (31,624) $ (137,158)

Basic and Diluted Loss per


Common Share $ (0.00) $ (0.00)

Weighted Average Number of


Common Shares Outstanding 47,375,000 47,375,000

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


13
Mariposa Resources, Ltd.
(An Exploration Stage Company)
Statement of Changes in Stockholders’ Equity (Deficit)
For the Period of Inception (May 31, 2006) to June 30, 2010

Deficit
Accumulated
Additional During the
Common Stock Paid-in Exploration
Shares Amount Capital Stage Total
Inception – May 31, 2006 -$ -$ -$ - $ -
Common shares issued to a founder
at
$0.01 cash per share, June 6,
2006 20,000,000 20,000 - - 20,000
Loss for the period (Unaudited) - - - (2,687) (2,687)
Balance – June 30, 2006 (Unaudited) 20,000,000 20,000 - (2,687) 17,313
Common shares issued to founders
at
$0.01 cash per share, July 1, 2006 10,000,000 10,000 - - 10,000
Common shares issued for cash at
$0.04 per share, December 11,
2006 17,375,000 17,375 52,125 - 69,500
Loss for the year (Unaudited) - - - (59,320) (59,320)
Balance – June 30, 2007 (Unaudited) 47,375,000 47,375 52,125 (62,007) 37,493
Loss for the year - - - (22,888) (22,888)
Balance – June 30, 2008 47,375,000 47,375 52,125 (84,895) 14,605
Loss for the year - - - (31,624) (31,624)
Balance – June 30, 2009 47,375,000 47,375 52,125 (116,519) (17,019)
Loss for the year - - - (20,639) (20,639)
Balance – June 30, 2010 47,375,000 $ 47,375 $ 52,125 $ (137,158) $ (37,658)

- The accompanying notes are an integral part of these financial statements –

14
Mariposa Resources, Ltd.
(An Exploration Stage Company)
Statements of Cash Flows

Cumulative
From Inception
(May 31, 2006) to
Year Ended June 30, June 30,
Cash Resources Provided By (Used In) 2010 2009 2010
(Unaudited)
Operating Activities
Net loss for the period $ (20,639) $ (31,624) $ (137,158)

Changes in operating assets and liabilities:


Prepaid expenses (200) - (200)
Accounts payable and accrued liabilities (1,984) 3,384 1,500
Net cash used in operating activities (22,823) (28,240) (135,858)

Investing Activities
Net cash provided by (used in) investing activities - - -

Financing Activities
Advance from related party 23,132 13,667 36,799
Issuance of common stock for cash - - 99,500
Net cash provided by financing activities 23,132 13,667 136,299

Net Increase (decrease) in Cash and Cash


Equivalents 309 (14,573) 441
Cash and cash equivalents position – beginning of
period 132 14,705 -
Cash and Cash Equivalents Position – End of Period $ 441 $ 132 $ 441

Supplemental Cash Flow Disclosure:


Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -

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

15
Mariposa Resources, Ltd.
(An Exploration Stage Company)
Notes to Audited Financial Statements
June 30, 2010 and 2009

1. Organization

Mariposa Resources, Ltd. (the “Company”) was incorporated on May 31, 2006 in the State of Nevada,
U.S.A. It is based in Miami, Florida, USA. The accounting and reporting policies of the Company
conform to accounting principles generally accepted in the United States of America, and the
Company’s fiscal year end is June 30.

The Company is an exploration stage company that engages principally in the acquisition, exploration,
and development of resource properties. Prior to June 25, 2009, the Company had the right to conduct
exploration work on 20 mineral mining claims in Esmeralda County, Nevada, U.S.A. On July 31, 2009,
the Company acquired an option to enter into a joint venture for the management and ownership of the
Jack Creek Project, a mining project located in Elko County, Nevada. On September 25, 2009, the joint
venture was terminated and the Company entered into an agreement with Beeston Enterprises Ltd.,
under which the Company was granted an option to acquire an undivided 50% interest in eight mineral
claims located in the Clinton Mining District of British Columbia, Canada (see Note 5). To date, the
Company’s activities have been limited to its formation, the raising of equity capital and its mining
exploration work program.

Exploration Stage Company

The Company is considered to be in the exploration stage as defined in FASC 915-10-05 “Development
Stage Entity,” and interpreted by the Securities and Exchange Commission for mining companies in
Industry Guide 7. The Company is devoting substantially all of its efforts to development of business
plans and the acquisition of mineral properties.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates. The Company’s periodic filings with the Securities and
Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties
and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term
deposits with maturities of less than three months, which are readily convertible to known amounts of
cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The
Company had $441 and $132 in cash and cash equivalents at June 30, 2010 and 2009, respectively.

Start-Up Costs

In accordance with FASC 720-15-20 “Start-up Activities,” the Company expenses all costs incurred in
connection with the start-up and organization of the Company.
16
Mariposa Resources, Ltd.
(An Exploration Stage Company)
Notes to Audited Financial Statements
June 30, 2010 and 2009

2. Significant Accounting Policies - Continued

Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its formation on May 31, 2006 and has not yet
realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration,
and development of mining properties. Mineral property acquisition and exploration costs are expensed
as incurred. When it has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to develop such property are
capitalized. Such costs will be amortized using the units-of-production method over the estimated life of
the probable reserves.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist
of its cash and cash equivalents and related party payables it will likely incur in the near future. The
Company places its cash and cash equivalents with financial institutions of high credit worthiness. At
times, its cash and cash equivalents with a particular financial institution may exceed any applicable
government insurance limits. The Company’s management plans to assess the financial strength and
credit worthiness of any parties to which it extends funds, and as such, it believes that any associated
credit risk exposures are limited.

Net Income or (Loss) per Share of Common Stock

The Company has adopted FASC Topic No. 260, “Earnings per Share,” (“EPS”) which requires
presentation of basic and diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation. In the accompanying
financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the
weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and
outstanding.

Foreign Currency Translations

The Company’s functional and reporting currency is the US dollar. All transactions initiated in other
currencies are translated into US dollars using the exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at
the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising
from such transactions are deferred until realization and are included as a separate component of
shareholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the
amount deferred is recognized in income in the period when it is realized.

No significant realized exchange gain or losses were recorded from inception (May 31, 2006) to June
30, 2010.
17
Mariposa Resources, Ltd.
(An Exploration Stage Company)

Notes to Audited Financial Statements


June 30, 2010 and 2009

2. Significant Accounting Policies – Continued

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose financial statements. From
inception (May 31, 2006) to June 30, 2010, the Company had no items of other comprehensive income.
Therefore, net loss equals comprehensive loss from inception (May 31, 2006) to June 30, 2010.

Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and
uncertainties, including financial, operational, technological, and other risks associated with operating a
resource exploration business, including the potential risk of business failure.

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time in
varying degree by changes in environmental regulations, including those for future reclamation and site
restoration costs. Both the likelihood of new regulations and their overall effect upon the Company
vary greatly and are not predictable. The Company's policy is to meet or, if possible, surpass
standards set by relevant legislation by application of technically proven and economically feasible
measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged
against earnings as incurred or capitalized and amortized depending on their future economic benefits.
All of these types of expenditures incurred since inception have been charged against earnings due to
the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs,
when the ultimate liability is reasonably determinable, are charged against earnings over the estimated
remaining life of the related business operation, net of expected recoveries.

Recent Accounting Pronouncements

Recent accounting pronouncements that are listed below did not, and are not currently expected to,
have a material effect on the Company’s financial statements, but will be implemented in the
Company’s future financial reporting when applicable.

FASB Statements:

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as
the source of authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in accordance with generally
accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also
sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of
the Codification, and accordingly the change did not impact our financial statements. The ASC does
change the way the guidance is organized and presented.
18
Mariposa Resources, Ltd.
(An Exploration Stage Company)
Notes to Audited Financial Statements
June 30, 2010 and 2009

2. Significant Accounting Policies – Continued

FASB Statements - Continued:

“FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement
of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value
Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable
Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that
include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2010-24 which
contain technical corrections to existing guidance or affect guidance to specialized industries or entities
were recently issued. These updates have no current applicability to the Company or their effect on the
financial statements would not have been significant.

3. Capital Stock

Authorized Stock

At inception, the Company authorized 100,000,000 common shares and 100,000,000 preferred shares,
both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in
person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Effective April 8, 2009, the Company increased the number of authorized shares to 600,000,000
shares, of which 500,000,000 shares are designated as common stock par value $0.001 per share, and
100,000,000 shares are designated as preferred stock, par value $0.001 per share.

Share Issuances

Effective April 30, 2009, the Company effected a 10 for 1 forward split of its common stock, under
which each stockholder of record on that date received ten (10) new shares of the Corporation’s $0.001
par value stock for every one (1) old share outstanding.

Since its inception (May 31, 2006), the Company has issued shares of its common stock as follows,
retroactively adjusted to give effect to the 10 for 1 forward split:

Price Per
Date Description Shares Share Amount

06/06/06 Shares issued for cash 20,000,000 $ 0.001 $ 20,000


07/01/06 Shares issued for cash 10,000,000 0.001 10,000
12/11/06 Shares issued for cash 17,375,000 0.004 69,500
06/30/10 Cumulative Totals 47,375,000 $ 99,500

3. Capital Stock - Continued


19
Mariposa Resources, Ltd.
(An Exploration Stage Company)

Notes to Audited Financial Statements


June 30, 2010 and 2009

Of these shares, 30,000,000 were issued to directors and officers of the Company and 17,375,000
were issued to independent investors. There are no preferred shares outstanding. The Company has
no stock option plan, warrants or other dilutive securities.

4. Provision for Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter
into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are
provided in the financial statements under FASC 718-740-20 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets, depreciation methods,
allowances, and start-up costs based on the income taxes expected to be payable in future years.

Exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been
offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.
Operating loss carryforwards generated during the period from May 31, 2006 (date of
inception) through June 30, 2010 of $137,158 will begin to expire in 2026. Accordingly, deferred tax
assets of approximately $48,000 were offset by the valuation allowance that increased by
approximately $7,500 and $11,500 during the years ended June 30, 2010 and 2009, respectively.

The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The
Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at June 30, 2010 for which the ultimate deductibility is highly certain
but for which there is uncertainty about the timing of such deductibility. The Company recognizes
interest accrued related to unrecognized tax benefits in interest expense and penalties in operating
expenses. No such interest or penalties were recognized during the periods presented. The Company
had no accruals for interest and penalties at June 30, 2010. The Company’s utilization of any net
operating loss carry forward may be unlikely as a result of its intended exploration stage activities.

5. Mineral Property Costs

By agreement dated July 27, 2006 with Gold Explorations LLC, of Minden, Nevada, the Company
acquired an option to earn a 100% interest in certain properties consisting of 20 unpatented mineral
claims, located in Esmeralda County, Nevada, USA.

Upon execution of the agreement, Gold Explorations LLC transferred 100% interest in the mineral
claims to the Company for $53,000 to be paid, at the Company’s option, as follows:
Cash Payments
Upon signing of the agreement and transfer of title (paid) $ $ 5,000
On or before July 27, 2007 (paid) 5,000
On or before July 27, 2008 (paid) 8,000
On or before July 27, 2009 10,000

On or before July 27, 2010 10,000


On or before July 27, 2011 15,000

$ 53,000
5. Mineral Property Costs – Continued

20
Mariposa Resources, Ltd.
(An Exploration Stage Company)
Notes to Audited Financial Statements
June 30, 2010 and 2009

As of June 25, 2009, the Company cancelled its agreement with Gold Explorations, LLC. The Company
was responsible for maintaining the mineral claims in good standing by paying all the necessary rents,
taxes, and filing fees associated with the Property. As of June 25, 2009, the Company met these
obligations and no further payments are required.

On September 25, 2009, as amended on June 24, 2010, the Company entered into an agreement with
Beeston Enterprises, Ltd. (“Beeston”) under which the Company was granted an option to acquire an
undivided 50% interest in eight mineral claims located in the Clinton Mining District of British Columbia,
Canada (the “Claims”), which Claims total in excess of 3,900 hectares, in consideration of the issuance
of 1,500,000 common shares of the Company to Beeston on or before December 31, 2010. The Claims
are subject to a two percent net smelter royalty which can be paid out for the sum of $1,000,000 (CAD).
The Company can earn an undivided 50% interest in the Claims by carrying out a $100,000 (CAD)
exploration and development program on the Claims on or before December 31, 2010, plus an additional
$200,000 (CAD) exploration and development program on the Claims on or before September 25, 2011.
In the event that the Company acquires an interest in the Claims, the Company and Beeston have
further agreed, at the request of either party, to negotiate a joint venture agreement for further
exploration and development of the Claims. As of June 30, 2010, the Company has not issued any
stock or carried out any exploration or development programs.

6. Due to Related Party

As of June 30, 2010 and 2009, the Company was obligated to a director, who is also an officer and
stockholder, for a non-interest bearing demand loan with a balance of $36,799 and $13,667,
respectively. The Company plans to pay the loan back as cash flows become available.

7. Going Concern and Liquidity Considerations

The accompanying financial statements have been prepared assuming that the Company will continue
as a going concern, which contemplates, among other things, the realization of assets and satisfaction
of liabilities in the normal course of business. As at June 30, 2010, the Company had a working capital
deficiency of $37,658 and an accumulated deficit of $137,158. The Company intends to fund
operations through equity financing arrangements, which may be insufficient to fund its capital
expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the exploration stage is dependent upon, among other
things, obtaining additional financing to continue operations, explore and develop the mineral properties
and the discovery, development and sale of ore reserves.

In response to these problems, management intends to raise additional funds through public or private
placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a
going concern. The accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
21
Mariposa Resources, Ltd.
(An Exploration Stage Company)

Notes to Audited Financial Statements


June 30, 2010 and 2009

8. Subsequent Events

The Company has evaluated events from June 30, 2010 through the date whereupon the financial
statements were issued and has determined that there are no additional items to disclose.

22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

On August 6, 2009, the Company received notice from Moore & Associates, Chartered (“Moore”)
announcing their resignation effective August 6, 2009. Furthermore, the Company has been
advised that the PCAOB revoked the registration of Moore on August 27, 2009, because of
violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules
and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and noncooperation with a Board investigation.

The report of Moore on the Company’s financial statements for the years ended June 30, 2008 and
2007, and the quarters ended September 30, 2008, December 31, 2008, and March 31, 2009, did
not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that such reports on our financial
statements contained an explanatory paragraph with respect to uncertainty as to the Company’s
ability to continue as a going concern.

For the years ended June 30, 2009 and 2008, and through the date of August 6, 2009, there have
been no disagreements with Moore on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements if not resolved to
Moore’s satisfaction would have caused them to make reference to the subject matter of the
disagreement in connection with their reports. For the years ended June 30, 2009 and 2008, and
through the date of August 6, 2009, there were no “reportable events” as that term is described in
Item 304(a)(1)(v) of Regulation S-K.

On August 6, 2009, the Board of Directors appointed Seale & Beers, CPAs as Mariposa’s
independent auditors for the 2009 fiscal year, replacing Moore.

On September 2, 2009, the Company received notice from Seale & Beers announcing its
resignation effective August 31, 2009. Seale & Beers did not perform any audit work, or issue any
reports or opinions on our behalf. However, Seale & Beers informed the Company that they are
concerned about the appearance of independence.

From the date of appointment, August 6, 2009, and through the date of September 2, 2009, there
have been no disagreements with Seale & Beers on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which disagreements if not
resolved to Seale & Beers’ satisfaction would have caused them to make reference to the subject
matter of the disagreement in connection with their reports. From the date of appointment through
the date of September 2, 2009, there were no “reportable events” as that term is described in Item
304(a)(1)(v) of Regulation S-K.

ITEM 9A[T]. CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls

Under the supervision and with the participation of our senior management, including our chief
executive officer and chief financial officer, Nanuk Warman, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).
Based on this evaluation, our chief executive officer and chief financial officer concluded as of the
Evaluation Date that our disclosure controls and procedures were effective such that the
information relating to us required to be disclosed in our Securities and Exchange Commission
(“SEC”) reports (i) is recorded, processed, summarized, and reported within the time periods
specified in SEC rules and forms, and (ii) is accumulated and
23
communicated to our management, including our chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is designed to provide reasonable
assurances regarding the reliability of financial reporting and the preparation of our financial
statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of
its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions, or that the degree
or compliance with the policies or procedures may deteriorate.

With the participation of Nanuk Warman, our Chief Executive and Financial Officer, our
management conducted an evaluation of the effectiveness of our internal control over financial
reporting as of June 30, 2010, based on the framework in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on our evaluation, management concluded that we did maintain effective internal control
over financial reporting as of June 30, 2010, based on the COSO framework criteria.

This annual report does not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in this annual
report.

Limitations on Effectiveness of Controls and Procedures

Our management, including Nanuk Warman, our Chief Executive and Financial Officer, does not
expect that our disclosure controls and procedures or our internal controls will prevent all errors
and all fraud. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource constraints and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected. These inherent limitations
include, but are not limited to, the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Over
time, controls may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the
quarter ended June 30, 2010, that have materially affected or are reasonably likely to materially
affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.
24
PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers, Directors and Key Employees

Directors serve until the next annual meeting of the stockholders; until their successors are elected
or appointed and qualified, or until their prior resignation or removal. Officers serve for such terms
as determined by our board of directors. Each officer holds office until such officer’s successor is
elected or appointed and qualified or until such officer’s earlier resignation or removal. No family
relationships exist between any of our present directors and officers.

The following table sets forth certain information, as of September 15, 2010, with respect to our
directors and executive officers.

Date of Election or
Appointment as
Name Positions Held Age Director

Nanuk Warman Chief Executive and Financial Officer, 38 May 31, 2006
President, Secretary, Treasurer, and Director

Certain biographical information of our director and officer is set forth below.

Nanuk Warman

Nanuk Warman has served as our President, Chief Executive and Financial Officer, Treasurer, and
Director since May 31, 2006 and also as our Secretary since May 29, 2009. He obtained his
Certified Management Accountant (CMA) designation in October 1998 and has been a member in
good standing since with the Certified Management Accountants Society of British Columbia. As of
August 2007, he has earned the right to use the Chartered Financial Analyst (CFA) designation and
is a member in good standing with the CFA Institute. Mr. Warman is a self-employed consultant
(since 1998), assisting companies with their preparation of financial statements for review and audit
by independent accounting firms and with ongoing accounting compliance matters. From
December 2006 – June 2010, he served as a director of Coastline Corporate Services, Inc., a
Florida company that is quoted on the OTCBB under the symbol “CCSV.” From June 2008 –
present, he is serving as the President, Chief Financial Officer, Secretary, Treasurer, and director of
Touchstone Mining Limited, a Nevada company that is quoted on the OTCBB under the symbol
“THSM.”

Employment Agreements

None.

Term of Office

Our directors are appointed for a period of one year or until such time as their replacements have
been elected by our stockholders. The officers of the Company are appointed by our board of
directors and hold office until their resignation or removal.

Audit Committee

We do not have a standing audit committee, an audit committee financial expert, or any committee
or person performing a similar function. We currently have limited working capital and no
revenues.
25
Management does not believe that it would be in our best interests at this time to retain independent
directors to sit on an audit committee. If we are able to raise sufficient financing in the future, then
we will likely seek out and retain independent directors and form an audit, compensation
committee, and other applicable committees.

Board of Directors

Our only director is our sole executive officer. He is not an independent director. We do not pay
him for attending board meetings. He is reimbursed, however, for his expenses, if any, for
attendance at meetings of the Board of Directors. Our Board of Directors may designate from
among its members an executive committee and one or more other committees but has not done so
to date. We do not have a nominating committee or a nominating committee charter. Further, we
do not have a policy with regard to the consideration of any director candidates recommended by
security holders. To date this has not been a problem, as no security holders have made any such
recommendations. Our sole director performs all functions that would otherwise be performed by
committees. Given the present size of our board, it is not practical for us to have committees. If we
are able to grow our business and increase our operations, we intend to expand the size of our
board and allocate responsibilities accordingly.

Compliance with Section 16(a) of the Exchange Act

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders
are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange
Act.

Code of Ethics

In 2007, we adopted a Code of Ethics that applies to all of our employees. A copy of our Code of
Ethics will be provided to any person requesting same without charge. To request a copy of our
Code of Ethics, please make written request to our President c/o Mariposa Resources, Ltd. at 11923
SW 37 Terrace, Miami, FL 33175.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us
during the two fiscal years ended June 30, 2010 and 2009 to (i) all individuals that served as our
principal executive officer or acted in a similar capacity for us at any time during the fiscal year
ended June 30, 2010; (ii) all individuals that served as our principal financial officer or acted in a
similar capacity for us at any time during the fiscal year ended June 30, 2010; and (iii) all
individuals that served as executive officers of ours at any time during the fiscal year ended June
30, 2010 that received annual compensation during the fiscal year ended June 30, 2010 in excess
of $100,000.

Summary Compensation Table

Change in
Pension
Value
and
Non-
Non- qualified
Equity Deferred
Incentive Compen- All
Name and Stock Option Plan sation Other
Principal Salary Bonus Awards Awards Compen- Earnings Compen- Total
Position Year ($) ($) ($) ($) sation ($) ($) sation ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
26
Nanuk Warman, 2010 0 0 0 0 0 0 0 0
Chief Executive 2009 0 0 0 0 0 0 0 0
and Financial
Officer

We have not issued any stock options or maintained any stock option or other incentive plans since
our inception. We have no plans in place and have never maintained any plans that provide for the
payment of retirement benefits or benefits that will be paid primarily following retirement including,
but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-
qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we
have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide
for payments to the named executive officers or any other persons following, or in connection with
the resignation, retirement or other termination of a named executive officer, or a change in control
of us or a change in a named executive officer’s responsibilities following a change in control.

Compensation of Directors

None of our directors receive any compensation for serving as such, for serving on committees of
the board of directors or for special assignments. During the fiscal year ended June 30, 2010, there
were no other arrangements between us and our directors that resulted in our making payments to
any of our directors for any services provided to us by them as directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND


MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of our common
stock known by us as of September 15, 2010 by:
· each person or entity known by us to be the beneficial owner of more than 5% of our
common stock;
· each of our directors;
· each of our executive officers; and
· all of our directors and executive officers as a group.

The percentages in the table have been calculated on the basis of treating as outstanding for a
particular person, all shares of our common stock outstanding on such date and all shares of our
common stock issuable to such holder in the event of exercise of outstanding options, warrants,
rights or conversion privileges owned by such person at said date which are exercisable within 60
days of September 15, 2010. Except as otherwise indicated, the persons listed below have sole
voting and investment power with respect to all shares of our common stock owned by them,
except to the extent such power may be shared with a spouse.

27
Amount and Nature Percentage
Name and Address of of Beneficial of
Beneficial Owner Title of Class Ownership (1) Class(2)

Nanuk Warman (3) Common Stock, par value 25,000,000 Shares 52.8%
$0.001 per share (Direct)

All officers and directors Common Stock, par value 25,000,000 Shares 52.8%
as a group (1 person) $0.001 per share (Direct)

Common Stock, par value 5,000,000 Shares


Rossanna Vivo (4) $0.001 per share (Direct)
10.6%
(1) As used herein, the term beneficial ownership with respect to a security is defined by
Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared
voting power (including the power to vote or direct the vote) and/or sole or shared
investment power (including the power to dispose or direct the disposition of) with
respect to the security through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the next 60 days. Unless
otherwise noted, beneficial ownership consists of sole ownership, voting and investment
rights.

(2) There were 47,375,000 shares of common stock issued and outstanding on September
15, 2010.

(3) The address for Mr. Warman is 11923 SW 37 Terrace, Miami, Florida 33175.

(4) Ms. Rossanna Vivo, was a former Secretary and Director of the Company. The address
for Ms. Vivo is 11923 SW 37 Terrace, Miami, Florida 33175.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted any equity compensation plans since our inception.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND


DIRECTOR INDEPENDENCE

On June 6, 2006, Nanuk Warman, our president, acquired 20,000,000 shares of our common stock,
for cash proceeds of $20,000. On July 1, 2006, Rossanna Vivo and Douglas Scheving acquired
5,000,000 shares each of our common stock, for cash proceeds of $5,000 each. On March 7, 2008,
Mr. Warman acquired 5,000,000 shares from Douglas Scheving, a former director of the Company,
in a private transaction. The 30,000,000 shares of common stock are restricted securities, as defined
in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the
manner of sale, commencing one year after their acquisition. Rule 144 provides that a person may
not sell more than 1% of the total outstanding shares in any three month period and the sales must
be sold either in a brokers’ transaction or in a transaction directly with a market maker.

Our officers and directors are our only promoters. They have not received nor will they receive
anything of value from us, directly or indirectly in their capacities as promoters.

As of the date of this annual report, our common stock is traded on the OTCBB. The OTCBB does
not impose on us standards relating to director independence or the makeup of committees with
independent directors, or provide definitions of independence.
28
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees: All fees billed for each of the last two fiscal years for professional services rendered by
the principal accountant for the audit of the registrant's annual financial statements and the review
of financial statements included in the registrant's Form 10-Q or services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for those
fiscal years.

2010: $13,500
2009: $ 7,000

Audit-Related Fees: All fees billed in each of the last two fiscal years for assurance and related
services by the principal accountant that are reasonably related to the performance of the audit or
review of the registrant's financial statements and are not reported under Item 9(e)(f1) of Schedule
14A.

2010: $ 0
2009: $ 0

Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services
rendered by the principal accountant for tax compliance, tax advice, and tax planning:

2010: $ 0 Nature of Services: None (see note below)


2009: $ 500 Nature of Services: June 30, 2009 Tax Return

Preparation of the Company’s corporate tax return for the fiscal year ended June 30, 2010 is
currently underway.

All Other Fees:

2010: $ 0
2009: $ 0

The percentage of hours expended on the principal accountant's engagement to audit our financial
statements for the most recent fiscal year that were attributed to work performed by persons other
than the principal accountant's full-time, permanent employees was 0%.

PART IV

Item 15 – Exhibits

The following exhibits are included with this filing:

Exhibit
Number Description

3(i) Articles of Incorporation (1)


3(ii) Bylaws (1)
10 Lease Agreement (1)
14 Code of Ethics (2)
21 List of Subsidiaries(3)
31.1/31.2 Rule 13a-14(a)/15d-14(a) Certification (3)
32.1/32.2 Section 1350 Certification (3)

(1) Filed with the Securities and Exchange Commission on September 20, 2006 as an exhibit
numbered as indicated above, to the Registrant’s registration statement on Form SB-2 (file no.
333-137481)
29
which exhibit is incorporated herein by reference.

(2) Filed with the Securities and Exchange Commission on September 28, 2007 as an exhibit,
numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB, which
exhibit is incorporated herein by reference.

(3) Filed Herewith

30
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.

September 23, 2010 Mariposa Resources, Ltd.

By: /s/ Nanuk Warman


______________________________
Nanuk Warman, President (principal
executive officer)

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

September 23, 2010 By: /s/ Nanuk Warman


_______________________________
Nanuk Warman, President (principal
executive officer), Chief Financial Officer
(principal financial officer), Treasurer,
principal accounting officer and member of
the Board of Directors

31

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