SOUTH AMERICAN GOLD CORP. - FORM 10-Q - February 3, 2010

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EX-99.2 - CERTIFICATE 18 U.S.C. SECT 1350 FELIMON LEE, CEO - SOUTH AMERICAN GOLD CORP.certsect906felimonleeceo.htm
EX-99.1 - CERTIFICATE RULE 13A-14A FELIMON LEE, CEO - SOUTH AMERICAN GOLD CORP.certrule13a14afelimonleeceo.htm
EX-99.3 - CERTIFICATE RULE 13A-14A RIZANINA RANESES, CFO - SOUTH AMERICAN GOLD CORP.certrule13a14arranesescfo.htm
EX-99.4 - CERTIFICATE 18 U.S.C. SECT 1350 R. RANESES, CFO - SOUTH AMERICAN GOLD CORP.certsect906rranesescfo.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(X )
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934
 
For the quarter period ended December 31, 2009

 (  )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period form                                                       to
   
 
Commission File number       333-132681 

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

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

2431 M. de la Cruz, Pasay City, Philippines
(Address of principal executive offices)

632-887-2131
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) 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 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]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court.  Yes □ No □

APPLICABLE ONLY TO CORPORATE ISSUERS

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

January 31, 2010: 214,611,890 common shares
 
 
-1-
 

   
Page Number
PART 1.
FINANCIAL INFORMATION
  
     
ITEM 1.
Financial Statements (unaudited)
3
     
 
Balance Sheet as at December 31, 2009 and June 30, 2009
4
     
 
Statement of Operations
For the three and six months ended December 31, 2009 and 2008 and for the period May 25, 2005 (Date of Inception) to December 31, 2009
 
 
5
     
 
Statement of Changes in Stockholders’ Equity
Period May 25, 2005 (date of inception) to December 31, 2009
 
6
     
 
Statement of Cash Flows
For the six months ended December 31, 2009 and 2008 and for the period May 25, 2005 (Date of  Inception) to December 31, 2009
 
 
7
     
 
Notes to the Financial Statements.
8
     
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
     
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
19
     
ITEM 4.
Controls and Procedures
19
     
ITEM 4T.
Controls and Procedures
20
     
PART 11.
OTHER INFORMATION
20
     
ITEM 1.
Legal Proceedings
20
     
ITEM 1A.
Risk Factors
20
     
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
24
     
ITEM 3.
Defaults Upon Senior Securities
24
     
ITEM 4.
Submission of Matters to a Vote of Security Holders
24
     
ITEM 5.
Other Information
24
     
ITEM 6.
Exhibits
25
     
 
SIGNATURES.
26
     


 
-2-
 
 

 
 
PART 1 – FINANCIAL INFORMATION
 
ITEM 1.
   FINANCIAL STATEMENTS

The accompanying balance sheets of Grosvenor Explorations Inc. (Pre-exploration stage company) at December 31, 2009 (with comparative figures as at June 30, 2009) and the statement of operations and statement of cash flows for the three and six months ended December 31, 2009 and 2008 and for the period from May 25, 2005 (date of incorporation) to December 31, 2009 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended December 31, 2009, are not necessarily indicative of the results that can be expected for the year ending June 30, 2010.



-3-



 
GROSVENOR EXPLORATIONS INC.
(Pre-exploration Stage Company)
BALANCE SHEETS

(Unaudited – Prepared by Management)

 
December 31, 2009
June 30, 2009
ASSETS
    
     
CURRENT ASSETS
    
     
Cash
$       340   
$       4,230
     
Total Current Assets
$       340    
$       4,230
     
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
    
     
CURRENT LIABILITIES
    
     
Accounts payable
$    3,641
$   128,522
Due to directors
    174
            -
     
Total Current Liabilities
 3,815
128,522
     
STOCKHOLDERS’ DEFICIENCY
    
     
Common stock
    
450,000,000 shares authorized, at $0.001 par value;
    
214,611,890 shares issued and outstanding (June 30,2009 – 212,100,000 shares issued and outstanding)
214,612
212,100
Capital in excess of par value
(1,367)
(132,250)
Deficit accumulated during the pre-exploration stage
(216,720)
(204,142)
     
Total Stockholders’ Deficiency
(3,475)
(124,292)
     
 
$        340    
$      4,230



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



-4-



GROSVENOR EXPLORATIONS INC.
(Pre-exploration Stage Company)
STATEMENTS OF OPERATIONS
For the three and six months ended December 31, 2009 and 2008 and for the period from May 25, 2005 (date of inception) to December 31, 2009
(Unaudited – Prepared by Management)

 
Three months ended
December 31, 2009
Three months ended
December 31,  2008
Six months ended
December 31,  2009
Six months ended
December 31, 2008
May 25, 2005 to
December 31, 2009
           
REVENUES
$              -
$             -
$             -
$               -
 $             -
           
EXPENSES:
          
Accounting and audit
1,750
1,750
4,000
3,500
45,215
Bank charges
19
19
39
64
660
Consulting
-
-
-
2,000
8,800
Exploration expenses
-
-
-
-
18,968
Filing fees
-
-
350
-
1,187
Incorporation costs
-
-
-
-
341
Legal
-
-
-
-
12,226
Management fees
3,000
3,000
6,000
6,000
88,000
Office
55
43
275
(273)
9,583
Rent
600
600
1,200
1,200
9,600
Telephone
300
300
600
600
5,308
Transfer agent’s fees
114
-
114
-
10,697
Travel and entertainment
         -
         -
        -
          -
  6,135
 
 5,838
  5,712
12,578
13,091
216,720
           
NET LOSS FROM OPERATIONS
$   (5,838)
$ (5,712)
$  (12,578)
$  (13,091)
$ (216,720)
           
NET LOSS PER COMMON  SHARE
          
           
Basic and diluted
$   (0.00)
$   (0.00)
$   (0.00)
$   (0.00)
 
           
AVERAGE OUTSTANDING SHARES
          
           
Basic
213,860,515
212,100,000
213,860,515
212,100,000
  

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



-5-




GROSVENOR EXPLORATIONS INC.
 (Pre-Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period May 25, 2005 (date of inception) to December 31, 2009

(Unaudited – Prepared by Management)

 
      Common
Shares
Stock
Amount
Capital in Excess of
Par Value
 
Accumulated     Deficit
         
Balance May 25, 2005
                   -
   $             -
  $             -
  $                -
         
Net operating loss for the one month ended  June 30, 2005
                   -
                  -
                 -
              (500)
         
Issuance of common shares for cash - 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)
         
Issuance of common shares for debt – August 25, 2009
       2,511,890
           2,512
     123,083
                        -
         
Net operating loss for the period ended December, 2009
                     -
                  -
                -
               (12,578)
         
Capital contributions - expenses
                     -
                  -
         7,800
                         -
         
Balance as at December 31, 2009
   214,611,890
    $ 214,612
  $   (1,367)
      $   (216,720)

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


-6-
 

GROSVENOR EXPLORATIONS INC.
(Pre-exploration Stage Company)
STATEMENTS OF CASH FLOWS

For the six months ended December 31, 2009 and 2008 and for the period from May 25, 2005 (date of inception) to December 31, 2009

(Unaudited – Prepared by Management)
 
 
Six months ended
December 31, 2009
 
Six months ended
December 31, 2008
May 25,  2005
(date of inception) to
 December 31, 2009
       
CASH FLOWS FROM OPERATING ACTIVITIES:
      
       
Net loss
$   (12,578)
$ (13,091)
  $ (216,720)
       
Adjustments to reconcile net loss to net cash provided by operating activities:
      
       
Capital contribution – expenses
7,800
7,800
31,200
Changes in accounts payable
     714
 4,727
129,236
       
Net Cash  Provided (Used) in Operations
(4,064)
   (564)
(56,284)
       
CASH FLOWS FROM INVESTING ACTIVITIES:
         -
         -
           -
       
CASH FLOWS FROM FINANCING ACTIVITIES:
      
       
Proceeds from loan from related party
174
-
174
Proceeds from issuance of common stock
           -
         -
56,450
       
Net Cash from Financing Activities
       174
         -
56,624
       
Net (Decrease) Increase in Cash
(3,890)
(564)
340
       
Cash at Beginning of Period
4,230
  920
           -
       
CASH AT END OF PERIOD
$          340
$    356
$       340    
       
NON- CASH TRANACTIONS
      
       
Shares issued for debt
$ 125,595
$               -
$  125,595


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

 
-7-
 

 
GROSVENOR EXPLORATIONS INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009

(Unaudited – Prepared by Management)

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.  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 exploration 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.



-8-




GROSVENOR EXPLORATIONS INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009

 
(Unaudited – Prepared by Management)

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 December 31, 2009, the Company had a net operating loss carry forward of $216,720 for income tax purposes.  The tax benefit of approximately $65,000 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 2030.

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 due 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.


-9-




 
GROSVENOR EXPLORATIONS INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009

(Unaudited – Prepared by Management)


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 70% of the common stock issued and have made and have made no interest, demand loans to the Company of $174 and have made contributions to capital of $31,200 in the form of expenses paid for the Company.



-10-

 


 
GROSVENOR EXPLORATIONS INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009

(Unaudited – Prepared by Management)

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.  On August 25, 2009, certain creditors of the Company accepted 2,511,890 common shares at a price of $0.05 per share in consideration of amounts owed to them of $125,595.   With this split and the shares issued for debt, there are now issued and outstanding 214,611,890 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.

7.           SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet dated to January 31, 2010 and has found no material subsequent events to report.



-11-


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

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

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.  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 new 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 dated July 25, 2009 attached to the financial statements dated June 30, 2009 which was filed in our recent Form 10-K.  We have cash of $340 as at December 31, 2009 and have liabilities of $3,815.  Since our inception we have incurred accumulated losses of $216,720.  We anticipate minimum operating expenses for the next twelve months of $xxxxx.  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 214,611,890 shares outstanding.

Grosvenor is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs.
 
 
-12-
 

 
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.

Forward Looking Statements

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

LIQUIDITY AND CAPITAL RESOURCES

Grosvenor has not made any revenue since its inception on May 25, 2005 and has accumulated losses as at December 31, 2009 of $216,720.  Basically, Grosvenor has no assets other than cash since, in the past, the cost and exploration of the Chrome Vanadium claims , which are now abandoned, were treated as a period expense and written off as incurred.   Grosvenor no longer has any interest in the minerals on the Chrome Vandium claims and had no liability attached thereto.

Grosvenor has raised money in the past from its shareholders through the sale of shares but recently has had to rely upon advances from its directors.
 
As of December 31, 2009, Grosvenor’s total asset comprised cash where the cash on hand was $340.  Its total liabilities were $3,815 including $174 advances from one its directors.
 
Our non-elective expenses over the next twelve months, are estimated to be as follows:

Expense
Ref.
Amount
     
Accounting and audit
(i)
$     8,500
Bank charges
  
100
Edgar filing fees
(ii)
1,100
Filing fees – Nevada; Sec of State
(iii)
325
Office and general expenses
(iv)
1,000
Transfer agent fees
(v)
  1,000
Estimated expenses for the next twelve months
  
12,025
Account payable as at December 31, 2009
(vi)
 3,614
Cash requirement before following deductions
  
15,639
Deduct:  Bank as at December 31, 2009
  
(340)
Cash requirements over the next twelve months
  
$   15,299
 
 
-13-
 

 
(i)           Accounting and audit

 
We will have to continue to prepare financial statements for submission with the various 10-Ks and 10-Qs as follows:

Period
Form
Accountant
Auditor
Amount
         
March 31, 2010
10-Q
1,000
500
1,500
June 30, 2010
10-K
1,500
2,500
4,000
September 30, 2010
10-Q
 1,000
  500
 1,500
December 31, 2010
10-Q
1,000
500
1,500
Estimated total
  
$  4,500
$  4,000
$   8,500
 
(ii)           Edgar filing fees

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

(iii)
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 $100 to Empire Transfer for being the registered agent for us.

(iv)           Office and general

 
We have estimated a cost of approximately $1,000 for photocopying, printing, fax and delivery.

(v)           Transfer agent

The annual fee payable to Holladay Stock Transfer is estimated at $1,000.
 
(vi)           Accounts Payable
 
 
             During the first period the Company settled certain of its accounts payable, amount to $125,595, by way of 2,511,890 shares issued at $0.05 per share.  The amount above represents monies owed to arm-length creditors and not related parties.

 
Business Development

Grosvenor’s office is located at 2431 M. de la Cruz P.C., Manila, Philippines which is the personal residence of its new president and director; Feliman A. Lee.  Grosvenor has not been a party to any bankruptcy, receivership or similar proceedings since its inception.  Grosvenor has not been involved in any reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

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.
 
 
 
-14-
 

 
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.

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.
 
 
-15-
 

 
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.

Geological Setting

The geological structure of Kon Tum is comprised of sedimentary rocks, eruptive rocks and intrusive rocks, belonging to the 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.
 
 
 
-16-
 
 
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.
 
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.
 
 
-17-
 

 
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.

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. Dollars
     
1.           Geological mapping
  110,457,300
  $  6,537.68
2.           Geological Surveying
  159,215,710
      9,423.57
Total Phase I
  269,673,010
  $15,961.25

Phase II

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

-18-

Other mineral properties

Previously, Grosvenor concentrated its efforts on the Chrome-Vanadium claims to determine what mineralization exists thereon.  The work program completed in the last year did not identify any mineralization which would warrant the retention of these claims and the new directors allowed them to expire without maintaining them in good standing.

Grosvenor’s Principal Product or Services
 
With the expiry of the minerals claims, Grosvenor does not have any product which might have been derived from its claims.
 
Investment Policies

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

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MAKET RISK

We believe that there have been no significant changes in our market risk exposures for the six months ended December 31, 2009.
 
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.
 
ITEM 4.                      CONTROLS AND PROCEDURES

Our management has evaluated the effectiveness of Grosvenor’s disclosure controls and procedures as required by the Exchange Act Rule 13a-15(d) as at December 31, 2009 (the “Evaluation Date”).  Our management has concluded these disclosure controls and procedures were not effective as of the Evaluation Date as a result of material weaknesses in internal control over financial reporting as indicated in the following paragraphs.

Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that “disclosure controls and procedures” have the following characteristics:

●
designed to ensure disclosure of information that is required to be disclosed in the reports that Grosvenor files or submits under the Exchange Act;

●
recorded, processed, summarized and reported with the time period required by the SEC’s rules and forms; and

●
accumulated and communicated to management to allow them to make timely decisions about the required disclosures.

Realizing Grosvenor’s internal control is not effective Grosvenor’s management believes that its financial statements contained in its Quarterly Report on Form 10-Q for the six months ended December 31, 2009 fairly present its financial condition, results of operations and cash flows in all material respects.
 
 
-19-
 

 
Material Weaknesses

Management assessed the effectiveness of Grosvenor’s internal control over financial reporting as of the Evaluation Date and identified the following material weaknesses:

 ●
As at December 31, 2009, Grosvenor did not have an audit committee which complies to the requirements of an audit committee since it did not have an independent “financial expert” on the committee.  Even though it has a Code of Ethics it does not emphasize fraud and methods to avoid it.   Due to the small size of Grosvenor a whistleblower policy is not necessary.

●
Due to a significant number and magnitude of out-of-period adjustments identified during the quarterly closing process, management has concluded that the controls over the quarter-end financial reporting process were not operating effectively.   A material weakness in the quarter-end financial reporting process could result in Grosvenor not been able to meet its regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future.   Management override of existing controls is possible given the small size of the organization and lack of personnel.

●
There is no system in place to review and monitor internal control over financial reporting.  This is due to Grosvenor maintaining an insufficient complement of personal to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

ITEM 4T
CONTROLS AND PROCEDURES

There were no changes in Grosvenor’s internal controls over financial reporting during the three months ended December 31, 2009 that have materially affected, or are reasonably likely to material affect, Grosvenor’s internal control over financial reporting.

PART 11 – OTHER INFORMATION

ITEM 1.                      LEGAL PROCEEDINGS

There are no legal proceedings to which Grosvenor is a party or to which the Kon Tum Claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

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.
 
 
-20-
 
 
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.
 
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 December 31, 2009, the date of our most recent financial statements is $216,720.  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 mineralization we cannot guarantee that any gold mineralization will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold mineralization in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold mineralization is 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.
 
 
-21-
 
 
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:
 
●
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.
 
 
-22-
 
 
 
 
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.
There is no certain the Company will be able to keep the Kon Tum if a reserve is discovered since the mineral claim is situated in Vietnam, a country with a social government.

 
The Government of Vietnam is a socialist government which might result in the nationalization of the Kon Tum mineral claim in the event a significant reserve is found on it.   There is virtually nothing the Company can do to ensure this event will not happen.  If it does happen, the Company will be without a mineral claim and the shareholders might lose their entire investment in our Company.
 
 
-23-
 
 
Risks Associated with owning our Shares:
 
 
12. 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.
 
 
13.  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.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the since its year end of June 30, 2009, the Company settled with several of its creditor an amount of $125,595 by way of the issuance of 2,511,890 common shares at a price of $0.05 per share.   The share certificates have a restriction stamped on them which will not allow them to be currently traded in the open market.

ITEM 3.                                DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.                                OTHER INFORMATION

None



-24-





ITEM 6.                                EXHIBITS

1.
  
Certificate of Incorporation, Articles of Incorporation and By-laws
     
 
1.1
Certificate of Incorporation (incorporated by reference from Grosvenor’s Registration Statement on Form SB-2 filed on March 24, 2006)
     
 
1.2
Articles of Incorporation (incorporated by reference from Grosvenor’s Registration Statement on Form SB-2 filed on March 24, 2006)
     
 
1.3
By-laws (incorporated by reference from Grosvenor’s Registration Statement on Form SB-2 filed on March 24, 2006)


 
-25-




 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GROSVENOR EXPLORATIONS INC.
         (Registrant)

Date: February 3, 2010
FELIMON A. LEE
 
Chief Executive Officer,
 
President and Director
   
Date: February 3, 2010
RIZANINA G. RANESES
 
Chief Financial Officer, Chief
 
Accounting Officer and Director



-26-

 

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