form10k043013.htm

10-K 1 form10k043013.htm form10k043013.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2013

Commission file number: 000-54453

GRIZZLY GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada	95-0554260
(State of incorporation)	(I.R.S. Employer Identification No.)

9120 Double Diamond Pkwy, Suite 3889

Reno, Nevada, 89521

(Address of principal executive offices)

(775) 888-1385

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy 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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller 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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of October 31, 2012 was approximately $33,327,000.

The number of shares of the issuer’s common stock issued and outstanding as of July 19, 2013 was 48,150,000 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

			Page
Glossary of Mining Terms			3

PART I			6
	Item 1	Business	6
	Item 1A	Risk Factors	9
	Item 1B	Unresolved Staff Comments	20
	Item 2	Property	20
	Item 3	Legal Proceedings	27
	Item 4	Mine Safety Disclosures	27

	PART II		27
	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
	Item 6	Selected Financial Data	29
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	37
	Item 8	Financial Statements and Supplementary Data.	37
	Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	54
	Item 9A	Controls and Procedures	54
	Item 9B	Other Information	55

	PART III		55
	Item 10	Directors, Executive Officers and Corporate Governance	55
	Item 11	Executive Compensation	58
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
	Item 13	Certain Relationships and Related Transactions, and Director Independence	61
	Item 14	Principal Accountant Fees and Services	61

	PART IV
	Item 15	Exhibits, Financial Statement Schedules	62

	SIGNATURES

Glossary of Mining Terms

Adit(s), Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.

Adularia. A potassium-rich alteration mineral – a form of orthoclase.

Ag. Elemental symbol for silver.

Air track holes. Drill hole constructed with a small portable drill rig using an air-driven hammer.

Au. Elemental symbol for gold.

Core holes. A hole in the ground that is left after the process where a hollow drill bit with diamond chip teeth is used to drill into the ground. The center of the hollow drill fills with the core of the rock that is being drilled into, and when the drill is extracted, a hole is left in the ground.

Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.

Geochemical sampling. Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. For example, arsenic may indicate the presence of gold.

Geologic mapping. Producing a plan and sectional map of the rock types, structure and alteration of a property.

Geophysical survey. Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits

Leaching. Leaching is a cost effective process where ore is subjected to a chemical liquid that dissolves the mineral component from ore, and then the liquid is collected and the metals extracted from it.

Level(s), Main underground passage driven along a level course to afford access to stopes or workings and provide ventilation and a haulageway for removal of ore.

Magnetic lows. An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

Plug. A vertical pipe-like body of magma representing a volcanic vent similar to a dome.

Quartz Monzonite. A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Quartz Stockworks. A multi-directional system of quartz veinlets.

RC holes. Short form for Reverse Circulation Drill holes. These are holes left after the process of Reverse Circulation Drilling.

Resource. An estimate of the total tons and grade of a mineral deposit defined by surface sampling, drilling and occasionally underground sampling of historic diggings when available.

Reverse circulation drilling. A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.

Scoping Study. A detailed study of the various possible methods to mine a deposit.

Sedimentation. The process of deposition of a solid material from a state of suspension or solution in a fluid (usually air or water).

Silicic dome. A convex landform created by extruding quartz-rich volcanic rocks.

Stope(s). An excavation from which ore has been removed from sub-vertical openings above or below levels.

Tertiary. That portion of geologic time that includes abundant volcanism in the western U.S.

Trenching. A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.

Tuffaceous. Pertaining to sediments which contain up to 50% tuff.

Volcanic center. Origin of major volcanic activity.

Volcanoclastic. Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Grizzly Gold Corp. (the “Company”, “Grizzly”, or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

Item 1. Description of Business

We are currently engaged in natural resource exploration and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource properties. Currently we are in the exploration stage and are undertaking one exploration program in Nevada.

History

Grizzly Gold Corp. (formerly BCS Solutions, Inc.) (the “Company”) is an exploration stage company. We were incorporated in the State of Florida on April 21, 2010 under the name BCS Solutions, Inc. On July 5, 2011 our shareholders and on July 8, 2011 the Board of Directors of the Company, approved the change of our name from BCS Solutions, Inc. to Grizzly Gold Corp. and approved a proposal to change the Company's state of incorporation from Florida to Nevada by the merger of BCS Solutions, Inc. with, and into, its wholly-owned subsidiary, Grizzly Gold Corp., a Nevada corporation. The change of name and jurisdiction became effective on August 1, 2011.

On March 14, 2011 the Board of Directors and majority shareholder of the Company approved a 17 for one forward stock split of our issued and outstanding common stock. The forward stock split was distributed to all shareholders of record on March 25, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock. All references to share and per share amounts have been restated in the financial statements and in this Annual Report to reflect the split.

On April 5, 2011, the Company’s majority shareholder returned 180,000,000 shares of common stock to the Company for cancellation. The shares were returned for cancellation in order to reduce the number of shares issued and outstanding. Subsequent to the cancellation, the Company had 44,400,000 shares issued and outstanding, a number that the majority shareholder who was also a director of the Company at that time, considered more in line with the Company’s business plans. Following the share cancellation, the majority shareholder owned 24,000,000 common shares, or at that time approximately 54%, of the remaining 44,400,000 issued and outstanding common shares of the Company at that time.

Also on April 5, 2011, the principal shareholder of the Company entered into a Stock Purchase Agreement which provided for the sale of his remaining 24,000,000 shares of common stock of the Company to Jeoffrey Avancena. In connection with the share acquisition, Mr. Avancena was appointed Secretary and Director of the Company and the Board of Directors of the Company elected Mr. Paul Strobel as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and a director of the Company.

On May 1, 2011, the Company executed a property option agreement (the “Agreement”) with Nevada Mine Properties II, Inc. (“NMP”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP, a natural resource exploration company. The property known as the Fox Spring Project (formerly known as the LB/Vixen Property) is located in Humboldt County, Nevada. At the time of the execution of the Agreement, the property consisted of 30 unpatented claims but currently consists of 130 unpatented claims (the “Property”). Annual option payments and minimum annual exploration expenditures under the Agreement that must be paid or incurred by May 1, 2021 in accordance with the annual amounts set forth in the agreement are an aggregate $895,000 and $3,200,000 respectively.

Effective as of August 3, 2012, James Poulter was elected to the Board of Directors of the Company.

On May 9, 2013 the Company amended its Agreement with NMP. The $60,000 property option payment originally due on May 1, 2013 has been amended as follows: $20,000 is now due by May 15, 2013; and $20,000 is now due by November 15, 2013; and $20,000 is now due by May 1, 2014 to coincide with $45,000 anniversary payment due on that date. All other terms of the Agreement remain unchanged.

Business Operations

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We are an exploration stage company. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. Therefore, we anticipate selling or partnering any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe selling or partnering a deposit found by us to these major mining companies, would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have optioned in Nevada contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the selling or partnering of our property, the purchase of small interests in producing properties, the purchase of properties where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date we have one property under option. We have not yet conducted any significant exploration on the property but we have initiated an exploration program that will include mapping, sampling, surveying and drilling on the property. There has been no indication as yet that any commercially viable mineral deposits exist on this property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

Competition

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. We compete with many junior exploration companies many of which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to develop, maintain or expand our business.

Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

Government Regulation

The federal government and various state and local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

Any exploration or production on United States Federal land will have to comply with the Federal Land Management Planning Act which has the effect generally of protecting the environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

Other than the normal bonding requirements, there are no costs to us at the present time in connection with compliance with environmental laws. However, since we anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.

Employees

We have commenced only limited operations. Therefore, we have no full time employees. Our officers and directors provide planning and organizational services for us on a part-time basis.

Item 1A. Risk Factors

Factors that May Affect Future Results

1. Our independent auditor has issued a going concern opinion after auditing our financial statements. Our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

We will be required to expend substantial amounts of working capital in order to explore and develop our Fox Spring Project. We were incorporated on April 21, 2010. Our current operations to date were funded entirely from capital raised from our private offerings of securities from May 2011 through October 2012. We will continue to require additional financing to execute our business strategy. We are totally dependent on external sources of financing for the foreseeable future, of which we have no commitments. Our failure to raise additional funds in the future will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future could restrict our ability to grow and reduce our ability to continue to conduct business operations. As of April 30, 2013, we incurred a net loss of $644,846 from inception and used cash in operations from inception of $501,972. After auditing our April 30, 2013 financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will be required to curtail our development plans which could cause us to become dormant and our shareholders to lose their investment in our company. In addition, any additional equity financing may involve substantial dilution to our then existing stockholders.

2. We are an exploration stage company, have generated no revenues to date and have a limited operating history upon which we may be evaluated.

We were incorporated on April 21, 2010 in the State of Florida under the name BCS Solutions, Inc. On August 1, 2011 we completed a name and business change. As a result, we became an exploration stage company. We have optioned an early stage mineral property but the property does not have any known resources or reserves. Our only other meaningful asset is approximately $69,000 in available cash at April 30, 2013. Our limited operating history makes it difficult to evaluate our business on the basis of historical operations. We have no known commercially viable deposits, or “resources”, or "reserves" on our Property. Therefore, determination of the existence of a resource or reserve will depend on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If we fail to find a commercially viable deposit on our Property our financial condition and results of operations will suffer. If we cannot generate income from the Property we will have to cease operations which will result in the loss of your investment.

We face all of the risks inherent in a new business and those risks specifically inherent in the exploration stage company, with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. We cannot assure you that we will be able to generate revenues or profits from the operation of our business or that we will be able to generate or sustain profitability in the future.

3. We expect losses in the future because we have no revenue to offset losses.

As reflected in our financial statements we are in the exploration stage. Since inception on April 21, 2010 to April 30, 2013, we have incurred a net loss of $644,846 and used cash in operations of $501,972. As we have no current revenue, we are expecting losses over the next 12 months because we do not have any revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.

4. Our business model is unproven and our success is dependent on our ability to explore and develop our mineral property.

Our business model is to generate revenues from the sale of minerals from our optioned exploration property located in Humboldt County, Nevada. We cannot guarantee that we will ever be successful in effectuating our business plan or in generating revenues in the future. The Property is at a very early stage, and our ability to generate revenue is unproven. Therefore, it is not possible for us to predict the future level of production, if any, or if we will be able to effectuate our business plan. If we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

5. Because we anticipate our operating expenses will increase prior to our earning revenues, if any, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. Therefore, we expect to incur significant losses into the foreseeable future. If we are unable to generate significant revenues from the exploration of our mineral claims we will not be able to earn profits or continue operations.

6. The loss of our President and CEO or the failure to hire qualified employees or consultants would damage our business.

The loss of Paul Strobel, our President and CEO would adversely affect our company because of his knowledge of the property and his industry experience. Also because of the highly technical nature of our business, we will depend greatly on attracting and retaining experienced management and highly qualified and trained personnel. We will compete with other companies intensely for qualified and well trained professionals in our industry. If we cannot hire or retain, and effectively integrate, a sufficient number of qualified and experienced professionals, this will have a material adverse effect on our capacity to sustain and grow our business.

7. Because our President and CEO serves as a director and consultant to other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.

Our President and CEO, Paul Strobel, is a director and consultant to other natural resource or mining-related companies, and may be involved in related pursuits that could present conflicts of interest with our company. Mr. Strobel owns and operates his own mineral exploration consulting business. In addition, he is a director of Ranger Gold Corp. (“Ranger”), an Over-the-Counter Bulletin Board (“OTCBB”) quoted company which is also engaged in mining exploration. These associations may give rise to inherent conflicts of interest from time to time. For example, we may be presented with an opportunity in which Mr. Strobel would have to decide if the opportunity would be more appropriate for us or Ranger.

8. If we do not make the required option payments and property expenditure requirements mandated in the Agreement with NMP we will lose our interest in our Property and our business may fail.

If we do not make all of the property payments to NMP or incur the required expenditures in accordance with the property option agreement with NMP we will lose our option to acquire the Property and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. Since our payment obligations are non-refundable, if we do not make any payments, we will lose any payments previously made and all our rights to the Property.

9. Because of our reliance on NMP our operations would be severely impacted should our relationship with NMP be terminated for any reason.

Our Property has been optioned from NMP. In addition, to date a significant amount the historic exploration activity on the Property has been undertaken, or complied and analyzed, by employees or contractors of NMP. As a result, NMP has significant knowledge about our Property and it would be very difficult for us to replace NMP should our relationship with them be terminated for any reason. To date, there have not been any conflicts between the Company and NMP and we are current in our payment obligations under the agreement.

10. Because of the speculative nature of exploration and development of natural resources, there is a substantial risk that our business will fail.

The search for valuable natural resources on our Property is extremely risky as the exploration for natural resources is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing mines. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability the Property does not contain any reserves, and any funds we spent on exploration will probably be lost. In such a case, we would be unable to complete our business plan.

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. The risks associated with mineral exploration include:

·	the identification of potential mineralization based on superficial analysis;

·	the quality of our management and our geological and technical expertise; and

·	the capital available for exploration and development.

Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities.

11. We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.

The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors such as other junior exploration companies or with any new competitors. We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

12. We may not have the funds to purchase all of the supplies, manpower and materials we need to begin exploration which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, manpower and certain equipment such as drill rigs, bulldozers and excavators that we might need to conduct exploration. If there is a shortage or scarcity, we cannot compete with larger companies in the exploration industry for supplies, manpower and equipment. In the event that the prices for such resources rise above our affordability levels, we may have to delay or suspend operations. In the event we are forced to limit our exploration activities, we may not find any minerals, even though our Property may contain mineralized material. Without any minerals we cannot generate revenues and shareholders may lose their investment in our company.

13. The prices of metals are highly volatile and a decrease in metals prices could result in us incurring losses.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations in the metals markets from the time development of a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a mineral property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metals prices have decreased. Adverse fluctuations of metals market price may force us to curtail or cease our business operations.

14. Because our business involves numerous operating hazards, we may be subject to claims of a significant size which would be costly to rectify.

Our proposed business is subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure, and craterings. The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of equipment, injury or death to personnel resulting in substantial liability to us. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs and could force us to cease our operations, which will cause you a loss of your investment.

Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program. We do not currently carry insurance to protect against these risks and we may not obtain such insurance in the future. Even if we do obtain insurance, the nature of these risks is such that liabilities could exceed policy limits or be excluded from coverage. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, thereby hurting our financial position, potential future earnings, and competitive positions and the cessation of our operations.

15. Failure to comply with regulations or damage to the environment from our operations may subject us to significant claims.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry since the rules and regulations frequently are amended or interpreted. We cannot predict the future cost or impact of complying with these laws.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulation could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the cost of which could harm our results of operations. We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and property are subject to extensive federal, state, and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released into the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities for pollution resulting from our proposed operations. Non-compliance with laws, including environmental laws could result in significant costs and liabilities that would adversely affect our finances and force us to cease operations.

16. Because access to our mineral claims is limited during inclement weather conditions delays in our exploration could occur.

The business of mining for gold and other metals is generally subject to a number of risks and hazards including natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. Access to our mineral Property is restricted during these weather conditions. Furthermore, during the winter months exploration cannot be done on the Property. As a result, any attempt to test or explore the Property is largely limited to the times when weather conditions permits such activities. These limitations may result in significant delays in exploration efforts. Such delays may have a significant negative effect on our results of operations.

17. Our principal stockholder, who is also our Secretary and director, owns a controlling interest in our voting stock and is able to influence all matters requiring shareholder approval and approval of significant corporate transactions.

Our principal shareholder beneficially owns approximately 50% of our outstanding common stock. As a result, this shareholder will have the ability to control substantially all matters submitted to our stockholders for approval including:

• election of our board of directors;

• removal of any of our directors;

• amendment of our Articles of Incorporation or bylaws; and

• adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

18. Because our President has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

As a result of his duties and responsibilities with the other businesses Mr. Strobel provides his management services to a number of companies. Because we are in the early stages of our business, Mr. Strobel will not be spending all of his time working for the Company. Mr. Strobel will expend enough time to oversee the work program that has been approved by the Company. Later, if the demands of our business require additional time from Mr. Strobel, he is prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Strobel to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Strobel’s other interests increase. Competing demands on Mr. Strobel’s time may lead to a divergence between his interests and the interests of our shareholders.

RISK FACTORS RELATING TO OUR COMMON STOCK

19. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 300,000,000 shares of common stock, par value $.0001 per share, of which 48,150,000 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

20. Our Secretary who is also a director owns a controlling interest in our voting stock and may take actions that are contrary to your interests, including selling their stock.

Our Secretary, who is also a director, beneficially owns approximately 50% of our outstanding common stock. If and when he is able to sell his shares in the market, such sales within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

21. Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

22. Currently there is only a very limited public market for our securities, and there can be no assurances that any active market will ever develop and, even if developed, it is likely to be subject to significant price fluctuations.

Our common shares commenced trading on the OTCBB on May 4, 2012 and there has only been a limited trading market for our common stock. There can be no assurances as to whether:

·	any active trading market for our shares will develop;

·	the prices at which our common stock will trade; or

·	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until a market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of our company and general economic and market conditions. No assurances can be given that a market will ever develop for the shares of our common stock.

23. Since our shares are quoted on the OTC Bulletin Board, sales of our shares relying upon rule 144 may depress prices in that market by a material amount.

The majority of the outstanding shares of our common stock held by present shareholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. On November 15, 2007, the Securities and Exchange Commission adopted changes to Rule 144, which, would shorten the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and remove the volume limitations for such persons. The changes became effective in February 2008. Rule 144 provides in essence that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the (“OTCBB”) is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB. As a result of the revisions to Rule 144 discussed above, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if the Company has filed its required reports. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

24. We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.

We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees, other than our sole officer and director. As we engage in the exploration of our mineral claim, hire employees and consultants, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital.

25. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

Because none of our directors are independent, we do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

26. Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

Item 1B. Unresolved Staff Comments

There are no unresolved staff comments.

Item 2. Description of Property

We do not own any real property. We currently maintain our corporate office on a shared basis pursuant to a one-year lease which expires in May 2014 at 9120 Double Diamond Parkway, Suite 3889, Reno, Nevada, 89521. Monthly rent under the lease is $183. Management believes that our office space is suitable for our current needs.

In the following discussion relating to our interests in real property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.

Map of our Fox Spring Project (formerly the LB-Vixen Property) located in Humboldt County, Nevada.

Fox Spring Project (formerly the LB-Vixen Property)

Acquisition of Interest

On May 1, 2011, the Company executed a property option agreement with NMP granting the Company the right to acquire 100% of the mining interests of the Fox Spring Project (formerly the LB-Vixen Property) located in Humboldt County, Nevada, which currently consists of 130 unpatented claims.

Annual option payments and minimum annual exploration expenditures are:


		Property		Work
		Payments		Expenditures
Upon Execution of the Agreement	$	20,000	$	-
By May 1, 2012		20,000		200,000
By May 1, 2013		60,000		200,000
By May 1, 2014		45,000		200,000
By May 1, 2015		60,000		250,000
By May 1, 2016		70,000		250,000
By May 1, 2017		80,000		300,000
By May 1, 2018		90,000		300,000
By May 1, 2019		100,000		350,000
By May 1, 2020		100,000		400,000
By May 1, 2021		250,000		750,000
	$	895,000	$	3,200,000

Upon execution of the Agreement, we paid NMP $20,000 and reimbursed them $7,065 in claim fees and property holding costs. In addition, the Company paid NMP $20,000 on May 1, 2012. As a result of the Property not containing any known resources or reserves, the Company has written down its property option payments in aggregate of $40,000 in the statements of operations and comprehensive loss at April 30, 2013.

On May 9, 2013 the Company amended its Agreement with NMP. The $60,000 property option payment originally due on May 1, 2013 has been amended as follows:

$20,000 is now due by May 15, 2013; and

$20,000 is now due by November 15, 2013; and

$20,000 is now due by May 1, 2014 to coincide with $45,000 anniversary payment due on that date.

All other terms of the Agreement remain unchanged.

Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Company fails to make any payment when due, the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. NMP retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

The Company shall have the one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to 66.7% of NMP’s royalty (i.e. an amount equal to 2% of the royalty) for $3,000,000.

Both the Company and NMP have the right to assign, sell, mortgage or pledge their rights in the Agreement or on the Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or NMP which are located within a 1 mile radius of the Property will be included in the option granted to the Company. The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving notice to NMP.

Description and Location of the Fox Spring Project

The Fox Spring Project is located in Humboldt County, approximately 150 miles northeast of Reno and 55 miles west of Winnemucca, Nevada and currently consists of 130 unpatented claims.

Exploration History of the Fox Spring Project

In 1985, the WX Syndicate staked claims that encompass the area of the current LB portion of the property. Initial activity included soil and rock chip sampling, geologic mapping, and shallow trenching. WX’s trenching revealed clay alteration and favorable limey shale units with some gold values with consistent anomalous gold throughout the length of four trenches. Trenching was followed by a two-phase drilling program. The two phase program utilized conventional rotary and air track drilling methods that generally provided inadequate sample collection compared to either reverse circulation or core drilling commonly used in exploration today. However, based on the thickness and grades encountered in drilling and that obtained from trenching and surface sampling, it is believed the holes represent adequate evidence of gold mineralization within the LB project boundaries, but cannot be relied on for true grade or thickness.

Seven shallow open-hole rotary holes were completed for 1,080 feet in 1987. The holes targeted gold anomalous zones within fractured and limonite stained Triassic shale and phyllite. Anomalous near-surface gold values were intercepted in four of seven holes. An additional 26 shallow air track holes were completed in a rough grid pattern filling in between the two areas of trenching. Air track holes are not generally reliable for reserve estimates because of unreliable sampling techniques. In this instance, air track holes were utilized for geochemical sampling of the near surface gold values and were meant as a targeting tool for deeper drill tests in the future rather than as a definition tool for ore reserves. Drill logs and assays are available from all sampling and drilling completed by WX Syndicate.

In 1988, U. S. Borax staked ground that is now covered by the Vixen claims. Borax reportedly completed soil and rock chip sampling, geological mapping, and drilled five reverse circulation drill holes for 1,190 feet. The holes reportedly targeted a northwesterly structural zone within similar stratigraphy to that of the LB portion of the claims. The original data is not available for review. However, a summary of drilling has been obtained.

In 1992, Independence Mining Company controlled the LB/Vixen ground as part of a larger exploration project in the Jackson Mountains comprising over 1,600 claims. Independence did not conduct work on the property then known as the LB / Vixen property.

In February 2006, NMP staked 20 unpatented lode claims covering the former WX Syndicate drill area and extensions. NMP has not conducted physical work on the Property. During the late 2000’s, Dave C. Mough Explorations located ten Vixen claims that covered the Borax drilling area. Subsequently, NMP signed a deal with Mough granting NMP a 75% interest in the Vixen claims.

Geology of the Fox Spring Project

The Fox Spring Project is situated in northwestern Nevada within the Great Basin of the Basin and Range physiographic province. The Great Basin in Nevada is characterized by northerly trending mountain ranges with intervening broad, generally flat valleys. Such is the physiographic setting at the Fox Spring Project that occupies the low, southern foothills of the Jackson Mountains rising to the east above the Black Rock Desert. The oldest rocks in the Jackson Mountains are Permian or older volcanics.

The Happy Camp Group dominates the northern part of the range. Toward the southern Jacksons, a mixed, variable sequence of overlying Jurassic to Triassic arenite, carbonate, pelitic, and volcanic rocks occur. The rocks range from a metamorphosed sediment and volcanic package to a relatively fresh sediment package. The Triassic rock units in the vicinity of the Fox Spring Project include argillite, phyllite, chert, greywacke, limestone, limestone-pebble conglomerate and greenstone that span a broad time-stratigraphic range.

The Mesozoic sediment and volcanic units at Fox Spring Project are overlain by ash-flow and ash-rich tuffs recognized as Tertiary. Diorite and basalt dikes and plugs make up part of this Tertiary tectonism. On the Fox Spring Project, alteration is present as bleaching, iron staining, argillization, jasperoidal silicification, quartz stockwork veining and local pervasive limonite staining. Native sulfur and mercury are found within fault gouge in several areas of the LB portion of the property. Gold mineralization occurs in shallow trenches in both unaltered and clay-limonite altered phyllites and limey phyllites indicating both a fracture and disseminated nature to the mineralization. Altered phyllites are commonly orange goethite stained and impregnated, with clay alteration. Gossan is notable is some areas with little or no silicification. Jasperoid is apparent along the fault contact between the Triassic sediments and Tertiary volcanic rocks. Gold mineralization in drill holes is described as being associated with silicification and limonite in shaley siltstone, phyllite, argillite and limestone.

The Fox Spring Project is structurally complex. Gold mineralization and clay-limonite alteration are intimately related with fault zones. These structures are evidenced by jasperoidal silica, bleaching and limonite staining. WX Syndicate’s shallow drilling generally tested the footwall of the western most structure (LB Fault) with modest success. A major northwest structure crosses the Vixen and LB claims. An area lying between the above mentioned structures contains widespread fracturing with introduced quartz and calcite veining. This area is gold anomalous and remains untested by drilling. The intersection of the Vixen and LB structures, falling on the LB claims, also remains untested.

Structural preparation and structural control are clearly evident in outcrops and from descriptions of the shallow trenches on the Fox Spring Project. There are also indications of replacement mineralization in favorable hosts (limey phyllites and clay altered phyllites) in both unaltered and altered rock defined by the trench samples and trench notes. These styles of mineralization and alteration suggest potential for structural feeders providing pathways into favorable, structurally prepared rock and into favorable horizons for replacement. Limited trenching and drilling at the Fox Spring Project has helped to define favorable structure and lithology. Broad areas of alteration including jasperoid, stockwork quartz veining, silicification, gossan, and clay-alteration have been defined outward of the drill area.

It is somewhat unusual that the Fox Spring Project, underlain by nearly one square mile of altered, gold-anomalous, faulted, and fractured sediment package, is so poorly prospected and sparsely drilled. The Property was virtually unprospected into the mid-1980’s. The presence of jasperoid ribs coupled with pervasive bleaching and limonite stained sediments caught the attention of WX Syndicate who located claims in 1985.

Current State of Exploration

The Fox Spring Project claims presently do not have any mineral resources or reserves. There is no mining plant or equipment located within the Property boundaries. Currently, there is no power supply to the mineral claims. Our planned exploration program includes a follow up to our 2012 drilling program which was completed in May 2012. However, this program is exploratory in nature and no minable reserves may ever be found.

Geological Exploration Program

The Company’s Board of Directors has approved a budget for the Fox Spring Project for calendar 2013 for total expenditures of $480,000. The budget includes the following items:

	Amount ($)
Annual claim fees – 2013		24,000
Exploration, drill program, and analysis		396,000
Option payment – 2014		60,000
		480,000

The budget for the 2013 calendar year will include an induced polarization survey (completed in March 2013), additional claim staking (completed during the first three months of 2013), undertaking a reverse circulation drill program, and geochemistry. The primary objective of the next twelve months is to complete a drill program on the Fox Spring Property.

On March 29, 2012, The Company completed the first phase of soil sampling on the Fox Spring Project. A total of 205 soil samples were collected, covering approximately 580 acres in the central and southern portion of the property. Based on the results of these samples, the Company added 21 claims from the original 61-claim block.

On July 31, 2012, the Company completed its second phase of soil sampling on the Fox Spring Project. Phase 2-soil sampling focused on and expanded from Phase 1 anomalous areas and helped fine-tune the drill targeting process. An additional 166 soil samples were taken during this second phase of soil sampling along with 50 rock chip samples.

On November 8, 2012, the Company completed its first phase of drilling on the Fox Spring Project. Four reverse-circulation angle holes totaling 2500 feet were widely spaced along a zone of anomalous gold mineralization intermittently exposed over a length of roughly 9000 feet and width of nearly 2000 feet. Due to the general lack of outcrop exposure, the first phase of drilling was intended to help determine the overall extent and trend of mineralization. Mineralization was encountered in all 4 holes.

On January 16, 2013 the Company completed additional claim staking in the vicinity of the original Fox Spring claim-group. The original LB/Vixen property and the additional claims were renamed as the Fox Spring Project with a total of 130 contiguous claims.

On April 5, 2013, the Company completed an Induced Polarization (“IP”) survey on the property as a follow-up to the 2012 Phase 1 drilling results on the LB/Vixen property and additional claim staking on its Fox Spring Project. The IP survey covered approximately 1,200 acres mostly covered by alluvium in the southern half of the property area where previous drilling demonstrated significant gold mineralization associated with pyrite.

The planned work for the remainder of the year will be overseen by the Company’s President who has visited the Fox Spring Project several times, and will be undertaken largely by contractors. The Company does not currently have any contracts or arrangements in place with any third parties for the planned work. The Company has received approval of its previous work plan from the Bureau of Land Management (“BLM”) and has paid the reclamation bond of $9,976. The BLM is the government entity responsible for approving the drilling permit for the Company. The Company has submitted its work plan for the 2013 exploration program and in June 2013 received approval for the next drill program. The Company will pay the $1,841 on its reclamation bond within 60 days which will extend the Company’s exploration permit for two years. The timing of the next phase of drilling will depend upon the Company’s ability to obtain the necessary financing.

3. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 4. Mine Safety Disclosures

The Company currently has no mining operations.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder

Matters, and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the Financial Industry Regulatory Authority’s Over The Counter Bulletin Board (“OTCBB”) under the symbol “GRZG.” Trading of our common stock commenced on May 4, 2012. Prior to May 4, 2012 there was no active market for our common stock.

The following table sets forth the high and low closing prices of our common stock for the periods indicated:.

Fiscal Quarter		Bid Price Information*
Year	Quarter	High Bid Price	Low Bid Price
2013	Fourth Quarter	$0.96	$0.23
	Third Quarter	$1,75	$0.30
	Second Quarter	$1.40	$0.80
	First Quarter	$0.85	$0.45

*The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

On July 15, 2013, there were approximately twenty-four shareholders of record of the Company’s common stock.

Dividends

The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

As of April 30, 2013, securities issued and securities available for future issuance under our 2012 Stock Option Plan were as follows:

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders	900,000	$0.96	4,100,000

On August 20, 2012 the Company adopted its 2012 Stock Option Plan (“the 2012 Plan”). The 2012 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the 2012 Plan, the granting of stock options, exercise prices and terms are determined by the Company's Board of Directors (the “Board”). Options granted are not to exceed terms beyond five years. On October 1, 2012 the Company granted 900,000 common stock options at a price $0.96. Of the options granted, 100,000 have vested as of May 31, 2013. The remaining options vest as to 200,000 on each of October 1, 2013 and 2014, 300,000 on October 2, 2015 and 100,000 October 1, 2016.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There were no sales of unregistered securities that were not previously reported.

Purchases of Equity Securities by the Company and Affiliated Purchasers

None.

Item 6. Selected Financial Data

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with the financial statements of the Company which are included elsewhere in this Form 10-K. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see Section 1A Risk Factors located in this Form 10-K.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Overview

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe that optioning or selling a deposit found by us to these major mining companies, would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have in Nevada contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties. To date we have one property under option. We have not yet conducted any significant exploration on the property but we have initiated an exploration program that will include mapping, sampling, surveying and drilling on the property. There has been no indication as yet that any mineral deposits exist on the property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic feasibility can be determined.

In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.

Plan of Operation

We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our sole executive officer, at a minimum to conserve capital. We believe outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.

The following is an overview of the project work to date, as well as anticipated work for the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is subject to change due to the variables of weather, availability of work crews for a particular type of work, and the results of work that is planned, the outcome of which will determine what the next step on that project will be.

Fox Spring Project

On May 1, 2011, the Company executed a property option agreement with NMP granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP on the LB-Vixen Property located in Humboldt County, Nevada. The LB-Vixen Property is now part of the Company’s Fox Spring project which currently consists of 130 unpatented claims. Upon execution of the Agreement, we paid NMP $20,000 and reimbursed them $7,065 in claim fees and property holding costs. In addition, the Company paid NMP $20,000 on May 1, 2012. As a result of the Property not containing any known resources or reserves, the Company has written down its property option payments in aggregate of $40,000 in the statements of operations and comprehensive loss at April 30, 2013.

On May 9, 2013 the Company amended its Agreement with NMP. The $60,000 property option payment originally due on May 1, 2013 has been amended as follows:

$20,000 is now due by May 15, 2013; and

$20,000 is now due by November 15, 2013; and

$20,000 is now due by May 1, 2014 to coincide with $45,000 anniversary payment due on that date.

All other terms of the Agreement remain unchanged.

The Company’s Board of Directors has approved a budget for the Property for calendar 2013 for total expenditures of $480,000. The budget includes the following items:

	Amount ($)
Annual claim fees – 2013		24,000
Exploration, drill program, and analysis		396,000
Option payment – 2014		60,000
		480,000

On November 8, 2012, the Company completed its first phase of drilling on the property. Four reverse-circulation angle holes totaling 2500 feet were widely spaced along a zone of anomalous gold mineralization intermittently exposed over a length of roughly 9000 feet and width of nearly 2000 feet. Due to the general lack of outcrop exposure, the first phase of drilling was intended to help determine the overall extent and trend of mineralization. Mineralization was encountered in all 4 holes.

On January 16, 2013 the Company completed additional claim staking in the vicinity of the original LB-Vixen claim-group. The original LB-Vixen property and the additional claims were renamed as the Fox Spring Project with a total of 130 contiguous claims.

On April 5, 2013, the Company completed an Induced Polarization (“IP”) survey on the Fox Spring Project as a follow-up to the 2012 Phase 1 drilling results on the property and additional claim staking on its Fox Spring Project. The IP survey covered approximately 1200 acres mostly covered by alluvium in the southern half of the Fox Spring Project area where previous drilling demonstrated significant gold mineralization associated with pyrite.

The Company has submitted its work plan to the BLM for the 2013 exploration program and in June 2013 received approval for the next drill program. The Company will pay additional $1,841 on its reclamation bond within 60 days which will extend the Company’s exploration permit for two years. The timing of the next phase of drilling will depend upon the Company’s ability to obtain the necessary financing.

Results of Operations

The Year Ended April 30, 2013 compared to the Year Ended April 30, 2012

We did not earn any revenues during the years ended April 30, 2013 or 2012. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our Property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

For the year ended April 30, 2013 we had a net loss of $409,858 compared to $208,736 for the year ended April 30, 2012. The increase in the net loss was largely due to an increase in expenses related to the Company’s recently-completed drill program on the Fox Spring Project and to stock-based compensation. Mineral property exploration expenditures have increased in the current year to $231,985 compared to $100,254 for the prior year as a result of the drill program. Of the $93,231 of stock-based compensation recognized for the year ended April 30, 2013, $83,247 was recognized as general and administrative and $9,984 was recognized as mineral property exploration expenditures. No stock-based compensation expense was recognized in the prior period as no stock options had been granted at that time. General and administrative expenses increased to $157,873 for the year ended April 30, 2013 from $88,482 for the year ended April 30, 2012. The increase was substantially due to the recognition of stock-based compensation of $83,247 in the current year as well the appointment of an additional member to the Company’s board of directors during the year ended April 30, 2013.

Liquidity and capital resources

We had working capital of $59,409 at April 30, 2013 consisting of cash of $69,052, prepaid expenses of $3,250 and total current liabilities of $12,893.

We anticipate that we will incur the following to April 30, 2014:

- $60,000 in connection with property option payments under the Company’s Fox Spring Project option agreement;

- $420,000 in property exploration expenses and claim payments in order to meet the requirements of the Company’s property option agreement;

- $60,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

Cash used in operations was $299,413 for the year ended April 30, 2013 while it was $182,183 for the year ended April 30, 2012. The increase in cash used in operations was largely due to an increase in the net loss in fiscal 2013 to $409,858 from a net loss of $208,736 in fiscal 2012. Partially offsetting the impact of the higher net loss was the recognition of $93,231 in stock-based compensation for the year ended April 30, 2013 while no stock-based compensation was recognized in the prior year. Working capital changes for the year ended April 30, 2013 included an inflow of $295 from a decrease in prepaid expenses and an outflow of $3,081 from a decrease in accounts payable and accrued liabilities. The comparable balances for the year ended April 30, 2012 was an outflow from an increase in prepaid expenses of $3,545 and an outflow of $10,098 from changes in accounts payable and accrued liabilities. Cash flows from financing activities for the year ended April 30, 2013 were $250,000 received from the proceeds of a private placement, while during the year ended April 30, 2012 the Company received $350,000 from the proceeds of a private placement. Investing activities for the year ended April 30, 2013 were the result of the write-down of the $20,000 property option payment on the Fox Spring Project and an increase in the Company’s Fox Spring Project reclamation bond of $3,822. For the year ended April 30, 2012 investing activities were the result of the $20,000 write-down of the initial payment under the Fox Spring Project option agreement and $6,154 relating to the initial portion of the Fox Spring Project bond.

The Company currently expects that it will need approximately $540,000 to fund its operations during the next twelve months which will include property option payments, exploration of its property as well as the costs associated with maintaining an office. The Company completed a financing on May 1, 2011 for total proceeds of $350,000 and completed another financing on October 15, 2012 for total proceeds of $250,000. However, the cash received from these financings is not sufficient to fund all of its planned operations for the next twelve months. In order to continue to explore and develop its property the Company will need to obtain additional financing. Management may in the future seek additional capital through private placements and public offerings of its common stock, although there are no assurances that management’s plans will be realized.

Going Concern Consideration

Current cash available to the Company is not sufficient to continue all of our planned activities for the next twelve months. In addition, we anticipate generating losses and therefore we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities that could result should we be unable to continue as a going concern.

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Accordingly, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Critical Accounting Policies

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain and therefore actual results may differ from those estimates.

A detailed summary of all of the Company’s significant accountings policies and the estimates derived therefrom is included in Note 3 to the Company’s financial statements for the year ended April 30, 2013. While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived therefrom have been identified as being critical:

·	Exploration and Development Costs

·	Income Taxes

Exploration and Development Costs

Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of April 30, 2013.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In December 2011, FASB issued Accounting Standards Update (“ASU”) 2011-11 which amends the guidance in ASC 210, Balance Sheet (ASC 210). The ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual periods beginning on or after January 1, 2013. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.

In June 2011, the FASB issued Accounting Standards ASU 2011-05 to amend the guidance on the presentation of comprehensive income in ASC 220. ASU 2011-05 requires companies to present a single statement of comprehensive income or two separate but consecutive statements, a statement of operations and a statement of comprehensive income. ASU 2011-05 eliminates the alternative to present comprehensive income within the statement of equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The ASU should be applied retrospectively and is effective for annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12, which deferred the changes in ASU 2011-05 that relate to the presentation of reclassifications out of accumulated other comprehensive income.

In May 2011, the FASB issued ASU 2011-04, which amends the guidance on fair value measurement in ASC 820 to converge the fair value measurement and disclosure requirements under GAAP and International Financial Reporting Standards (“IFRS”) fair value measurement and disclosure requirements. The amendments change the wording used to describe the requirements for measuring fair value, changes certain fair value measurement principles and enhances disclosure requirements. This guidance is effective for annual periods beginning after December 15, 2011, applied prospectively.

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This pronouncement was issued to address implementation issues about the scope of Accounting Standards Update No. 2011-11 and to clarify the scope of the offsetting disclosures and address any unintended consequences. This pronouncement is effective for reporting periods beginning on or after January 1, 2013.

In February 2013, the FASB issued ASU No. 2013-02, ‘Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This pronouncement was issued to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (i.e. inventory) instead of directly to income or expense in the same reporting period. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012.

Item 7A Quantitative and Qualitative Disclosure About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 8. Financial Statements

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(An Exploration Stage Company)

-:-

INDEPENDENT AUDITOR’S REPORT

April 30, 2013 and 2012

Contents		Page

Report of Independent Registered Public Accountants		F - 1

Balance Sheets
	April 30, 2013 and 2012	F - 2

Statements of Operations for the
	Years Ended April 30, 2013 and 2012 and the Cumulative Period from April 21, 2010 (inception) to April 30, 2013	F - 3

Statement of Stockholders’ Equity (Deficit)
	Since April 21, 2010 (inception) to April 30, 2013	F - 4

Statements of Cash Flows for the
	Years Ended April 30, 2013 and 2012 and the Cumulative Period from April 21, 2010 (inception) to April 30, 2013	F- 5

Notes to Financial Statements		F - 7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Grizzly Gold Corp.

We have audited the accompanying balance sheets of Grizzly Gold Corp. (a development stage Company) (the “Company”) as of April 30, 2013 and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended April 30, 2013 and 2012, and for the period April 21, 2010 (inception) through April 30, 2013. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Grizzly Gold Corp. (a development stage Company) as of April 30, 2013 and 2012, and the results of its operations and its cash flows for the years ended April 30, 2013 and 2012, and for the period April 21, 2010 (inception) through April 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further in Note 2, the Company has been in the development stage since its inception (April 21, 2010) and continues to incur significant losses. The Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Lake & Associates, CPA’s LLC

Lake & Associates, CPA’s LLC

Schaumburg, Illinois

July 19, 2013

1905 Wright Boulevard

Schaumburg, IL 60193

Phone: 847.524.0800

Fax: 847.524.1655

F - 1

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(An Exploration Stage Company)

BALANCE SHEETS

	April 30,			April 30,
	2013			2012
ASSETS
Current Assets
Cash	$	69,052		$	142,287
Prepaid expenses		3,250			3,545
Total Current Assets		72,302			145,832

Reclamation deposit (note 5)		9,976			6,154

Total Assets	$	82,278		$	151,986

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	12,893		$	15,974
Total Current Liabilities		12,893			15,974

STOCKHOLDERS’ EQUITY
Stockholders’ Equity
Common Stock, Par Value $0.0001
Authorized 300,000,000 shares,
48,150,000 shares issued and outstanding at
April 30, 2013 (April 30, 2012 – 47,900,000)		4,815			4,790
Paid-In Capital		709,416			366,210
Deficit Accumulated During the Exploration Stage		(644,846	)		(234,988	)
Total Stockholders’ Equity		69,385			136,012

Total Liabilities and Stockholders’ Equity	$	82,278		$	151,986

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

F - 2

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

							Cumulative
							Since
							April 21, 2010
	For the Years Ended April 30,						(Inception) to
							April 30,
	2013			2012			2013
Revenues	$	—		$	—		$	—
Cost of revenues		—			—			—
Gross margin		—			—			—

Expenses
Mineral property exploration expenditures		231,985			100,254			335,463
General and administrative		157,873			88,482			269,383
Total Expenses		389,858			188,736			604,846
Net Loss from Operations		(389,858	)		(188,736	)		(604,846	)

Other Income (Expense)
Interest		—			—			—
Net Other Income (Expense)		—			—			—

Write-down of mineral property acquisition payments		(20,000	)		(20,000	)		(40,000	)

Net Loss	$	(409,858	)	$	(208,736	)	$	(644,846	)

Basic and Diluted Loss Per Share	$	(0.01	)	$	(0.00)

Weighted Average Shares Outstanding (1)		48,034,932			47,890,411

(1) Reflects the 17:1 forward stock split completed on March 25, 2011.

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

F - 3

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

										Deficit
										Accumulated
										During
	Common Stock						Paid-In			Exploration
	Shares (1)			Par Value			Capital			Stage			Total
Balance at April 21, 2010 (inception)		—		$	—		$	—		$	—		$	—

Common Stock Issued to Founder
at $0.000044 per share, April 21, 2010		204,000,000			20,400			(11,400	)		—			9,000

Net Loss		—			—			—			(3,608	)		(3,608	)

Balance April 30, 2010		204,000,000		$	20,400		$	(11,400	)	$	(3,608	)	$	5,392

Common Stock Issued at $0.00059 per share, October 20, 2010		20,400,000			2,040			9,960			—			12,000

Shares Returned for Cancellation, April 5, 2011		(180,000,000	)		(18,000	)		18,000			—			—

Net Loss		—			—			—			(22,644	)		(22,644	)

Balance April 30, 2011		44,400,000		$	4,440		$	16,560		$	(26,252	)	$	(5,252	)

Common Stock Issued at $0.10 per share, May 1, 2011		3,500,000			350			349,650			—			350,000

Net Loss		—			—			—			(208,736	)		(208,736	)

Balance April 30, 2012		47,900,000		$	4,790		$	366,210		$	(234,988	)	$	136,012

Common Stock Issued at $1.00 per share, October 15, 2012		250,000			25			249,975			—			250,000

Stock-based Compensation		—			—			93,231			—			93,231

Net Loss		—			—			—			(409,858	)		(409,858	)

Balance April 30, 2013		48,150,000		$	4,815		$	709,416		$	(644,846	)	$	69,385

(1) Reflects the 17:1 forward stock split completed on March 25, 2011 (note 6).

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

F - 4

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS


							Cumulative
							Since
	For the Years Ended April 30,						April 21, 2010
							(Inception) to
	2013			2012			April 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(409,858	)	$	(208,736	)	$	(644,846	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Compensation Expense of Stock Options		93,231			—			93,231
Write-down of mineral property acquisition costs		20,000			20,000			40,000
Change in Operating Assets and Liabilities
(Increase) decrease in prepaid expenses		295			(3,545	)		(3,250	)
Increase (decrease) in accounts payable and accrued liabilities		(3,081	)		10,098			12,893
Net Cash Used in Operating Activities		(299,413	)		(182,183)			(501,972	)

CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property acquisition costs		(20,000)			(20,000	)		(40,000)
Reclamation deposit		(3,822)			(6,154	)		(9,976)
Net Cash Used in Investing Activities		(23,822)			(26,154	)		(49,976)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		250,000			350,000			621,000
Net Cash Provided by Financing Activities		250,000			350,000			621,000

Net Increase in
Cash and Cash Equivalents		(73,235	)		141,663			69,052
Cash and Cash Equivalents
at Beginning of Period		142,287			624			—
Cash and Cash Equivalents
at End of Period	$	69,052		$	142,287		$	69,052

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

F - 5

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Continued)

					Cumulative
					Since
	For the Years Ended April 30,				April 21, 2010
					(Inception) to
	2013		2012		April 30, 2013

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	—	$	—	$	—
Income taxes	$	—	$	—	$	—

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

F - 6

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Organization and Basis of Presentation

Grizzly Gold Corp. (formerly BCS Solutions, Inc.) (an exploration stage company) (the "Company") was incorporated in the State of Florida on April 21, 2010. The Company was formed to offer small and medium-sized businesses services that reduced invoicing expenses, sped up receipt of monies, and allowed authorization and recovery of paper drafts. The company intended to provide instant cash flow for small and medium-sized businesses and reduce expenses associated with invoicing with services that included pre-authorized checking, electronic payments, electronic check conversion, electronic check recovery, and telephone checks.

On April 5, 2011, the Company’s majority shareholder returned 180,000,000 common shares to the Company for cancellation. The shares were returned for cancellation in order to reduce the number of shares issued and outstanding. Subsequent to the cancellation, the Company had 44,400,000 shares issued and outstanding which was a number that the majority shareholder, who was also at that time a director of the Company, considered more in line with the Company’s business plans. Following the share cancellation, the majority shareholder owned 24,000,000 common shares, or 54.05%, of the remaining 44,400,000 issued and outstanding common shares of the Company at that time.

On July 5, 2011 our shareholders and on July 8, 2011 the Board of Directors of the Company, approved the change of our name from BCS Solutions, Inc. to Grizzly Gold Corp. and approved a proposal to change the Company's state of incorporation from Florida to Nevada by the merger of BCS Solutions, Inc. with, and into, its wholly-owned subsidiary, Grizzly Gold Corp., a Nevada corporation. The change of name and jurisdiction became effective on August 1, 2011.

The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis.

Nature of Operations

The Company is in the exploration stage and has no products or services as of April 30, 2013. We are currently a exploration stage company as defined by the U.S. Securities and Exchange Commission (“SEC”) and we are in the business of exploring and if warranted, advancing certain unpatented Nevada mineral claims to a point where we believe maximum shareholder returns can be realized. We currently have one property under option which is located in Humboldt County, Nevada.

F - 7

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $644,846 for the period from April 21, 2010 (inception) to April 30, 2013, and has no sales. The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property. The Company expects that it will need approximately $540,000 to fund its operations during the next twelve months which will include property option payments, exploration of its property as well as the costs associated with maintaining an office. The Company completed a financing on May 1, 2011 for total proceeds of $350,000 and another financing on October 15, 2012 for total proceeds of $250,000. However, the cash received from these financings is not sufficient to fund all of the Company’s planned operations for the next twelve months. In order to continue to explore its property the Company will need to obtain additional financing. Management may in the future seek additional capital through private placements and public offerings of its common stock, although there are no assurances that management’s plans will be realized. . If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to the impairment of long-lived assets and accrued liabilities. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Foreign Currency

The Company’s functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may take place will be included in the statement of operations as they occur.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.

Loss Per Share

Loss per share is calculated based on the weighted average number of common shares outstanding. Diluted income per share is calculated using the treasury stock method which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of potentially issuable common shares from outstanding stock options. Diluted loss per share does not differ from basic loss per share since the effect of the Company’s stock options is anti-dilutive. At April 30, 2013, potential common shares of 900,000 (April 30, 2012 – nil) related to outstanding stock options were excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive.

F - 8

Comprehensive Income

The Company has adopted ASC 220 (formerly SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.

Income Taxes

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the period ended April 30, 2013 or for years ended April 30, 2013 or 2012. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended April 30, 2013 and 2012 there were no income tax or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2011 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.

Stock Options

The Company has implemented Accounting Standards Codification ("ASC") Section 718-10-25 (formerly Statement of Financial Accounting Standards ("SFAS") 123R, Accounting for Stock-Based Compensation) requiring the Company to provide compensation costs for the Company's stock options determined in accordance with the fair value based method prescribed in ASC Section 718-20-25. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Property Holding Costs

Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.

F - 9

Exploration and Development Costs

Mineral property interests include optioned, leased, and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Fair Value of Financial Instruments

The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

	•	Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;
	•	Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

Recent Accounting Pronouncements

F - 10

NOTE 4 – MINERAL EXPLORATION PROPERTY

Fox Spring Project Option Agreement

On May 1, 2011, the Company executed a property option agreement (the “Agreement”) with Nevada Mine Properties II, Inc. (“NMP”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP, a natural resource exploration company. The property known as the Fox Spring Project (formerly known as the LB-Vixen Property) is located in Humboldt County, Nevada and currently consists of 130 unpatented claims (the “Property”). Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:

		Property		Work
		Payments		Expenditures
Upon Execution of the Agreement	$	20,000	$	-
By May 1, 2012		20,000		200,000
By May 1, 2013		60,000		200,000
By May 1, 2014		45,000		200,000
By May 1, 2015		60,000		250,000
By May 1, 2016		70,000		250,000
By May 1, 2017		80,000		300,000
By May 1, 2018		90,000		300,000
By May 1, 2019		100,000		350,000
By May 1, 2020		100,000		400,000
By May 1, 2021		250,000		750,000

	$	895,000	$	3,200,000

F - 11

On May 9, 2013 the Company amended its Agreement with NMP. The $60,000 property option payment originally due on May 1, 2013 has been amended as follows:

$20,000 is now due by May 15, 2013; and

$20,000 is now due by November 15, 2013; and

$20,000 is now due by May 1, 2014 to coincide with $45,000 anniversary payment due on that date.

All other terms of the Agreement remain unchanged.

Since the Company’s payment obligations are non-refundable, if it does not make any payments under the Agreement it will lose any payments made and all its rights to the Property. If all said payments under the Agreement are made, then the Company will acquire all mining interests in the Property. If the Company fails to make any payment when due the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. NMP retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

The Company shall have the one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to two thirds (66.7%) of NMP’s royalty (i.e. an amount equal to 2% of the royalty) for $3,000,000.

Both the Company and NMP have the right to assign, sell, mortgage or pledge their rights in each respective Agreement or on each respective Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or NMP which are located within a 1 mile radius of the Property will be included in the option granted to the Company. The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving notice to NMP.

NOTE 5 – RECLAMATION DEPOSIT

The Company has paid a $9,976 reclamation deposit to the Bureau of Land Management (“BLM”) on its Fox Springs LB-Vixen property. The reclamation deposit is refundable upon completion of the required remediation of the property at the completion of the Company’s planned drill program.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock Transactions

Stock Split

Share Return

F - 12

Share Issuances

On April 21, 2010, the Company issued 204,000,000 of its $0.0001 par value common stock for $9,000 cash to the founder of the Company.

On October 20, 2010, the company issued 20,400,000 shares of common stock to 24 investors in accordance with its Form S-1 for cash of $12,000.

On May 1, 2011 the Company closed a private placement of 3,500,000 common shares at $0.10 per share for a total offering price of $350,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by five non-U.S. persons.

On October 15, 2012 the Company closed a private placement of 250,000 common shares at $1.00 per share for a total offering price of $250,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by five non-U.S. persons.

Stock Options

In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.

Subject to the foregoing the Board has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Board may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Board shall deem advisable.

During the year ended April 30, 2013, the Company granted 900,000 (April 30, 2012 – nil) stock options to various consultants at an exercise price of $0.96 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options using the following grant date assumptions:

Risk Free Rate	0.15%
Weighted Average Expected Life	3.6 years
Expected Volatility of Stock (Based on Historical Volatility)	110%
Expected Dividend yield of Stock	0.00

The vesting period for some of these options is up to four years. As a result, the unvested portions of the options have been revalued resulting in the recognition of a $93,231 (April 30, 2012 – nil) in expense for the year ended April 30, 2013 with $9,985 being recognized as mineral property exploration expenditures and $83,246 bring recognized as general and administrative.

F - 13

The following table sets forth the options outstanding under the 2012 Plan as of April 30, 2013:

	Available For Grant			Options Outstanding		Weighted Average Exercise Price $
Balance, April 30, 2012		-			-		-
Approval of 2012 Plan		5,000,000			-		-
Options granted		(900,000	)		900,000		0.96
Balance, April 30, 2013		4,100,000			900,000		0.96

The following table summarizes information concerning outstanding and exercisable common stock options under the 2012 Plan at April 30, 2013:

Exercise Price	Options Outstanding	Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number of Options Currently Exercisable	Weighted Average Exercise Price

$ 0.96	900,000	4.42	$ 0.96	100,000	$ 0.96
	900,000			100,000

The aggregate intrinsic value of stock options outstanding at April 30, 2013 was $0 and the aggregate intrinsic value of stock options exercisable at April 30, 2013 was also $0. No stock options were exercised during the year ended April 30, 2013. As of April 30, 2013 there was $51,969 in unrecognized compensation expense that will be recognized over the next 3.25 years.

A summary of status of the Company’s unvested stock options as of April 30, 2013 under the 2012 Plan is presented below:

	Number of Options			Weighted Average Exercise Price $		Weighted Average Grant Date Fair Value $
Unvested at April 30, 2012		-			-		-
Granted		900,000			0.96		0.67
Vested		(100,000	)		0.96		0.70
Unvested at April 30, 2013		800,000			0.96		0.67

NOTE 7 - INCOME TAXES

Deferred tax assets of the Company are as follows:

	2013			2012
Income tax expense (asset) at statutory rate		187,549			79,896
Less: valuation allowance		(187,549	)		(79,896	)
Deferred tax asset recognized		-			-

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2012 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows:

F - 14

	2013			2012
Computed expected tax benefit		139,352			70,970
Permanent differences		(31,699	)		-
Change in valuation allowance		(107,653	)		(70,970	)
Income tax provision		-			-

As of April 30, 2013, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $551,600 (2012 - $235,000) which begin expiring in 2030.

NOTE 8 - RELATED PARTY TRANSACTIONS

Commencing April 5, 2011and August 3, 2012 respectively, the Company began paying two of its directors $500 per month to serve on its Board of Directors. In addition, commencing December 1, 2011, the Company began paying its President and CEO $500 per month to serve on its Board of Directors. All directors’ fee payments are made quarterly in advance. The total amount paid for directors’ fees for the year ended April 30, 2013 was $16,500 (2012 - $8,500).

The Company also has a consulting agreement with its President and CEO to provide a variety of services including planning and conducting its exploration programs, assisting with the identification and assessment of properties for potential acquisition or option by the Company, and for geological and administrative services provided to the Company. The Company paid $30,400 in fees to the Company’s President and CEO under this agreement for the year ended April 30, 2013 (2012 - $20,650).

NOTE 9 - COMMITMENTS AND CONTINGENCIES

On May 1, 2012 the Company entered into a one year lease for its shared office space at a rate of $175 per month.

F - 15

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, including its chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the design and operation of its 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 April 30, 2013, the date of the Company’s most recently completed fiscal year end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of April 30, 2013, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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 of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2013. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of April 30, 2013 the Company’s internal control over financial reporting was effective based upon the COSO criteria.

Lack of Segregation Of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Officers

All directors of our Company hold office until the next annual meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages, positions held and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Appointed
Paul Strobel	Chairman, President, Chief Executive Officer, Chief Operating Officer, Treasurer and Director	66	April 5, 2011
Jeoffrey Avancena	Secretary and Director	35	April 5, 2011
James Poulter	Director	65	August 3, 2012

Business Experience

The following is a brief account of the business experience of our directors and executive officers.

Paul Strobel is an accomplished geologist who has over 30 years of practical experience. Since 2008 he has been the Managing Partner of Western Resource Consultants which is a privately-held business providing consulting services to the mineral exploration industry. Prior to his current role he was a Vice President at Gold Reef International for one year, General Manager at Chambers Group, Inc. for one year and from 1997 to 2005 he was a contract geologist for Marston Environmental. Mr. Strobel holds a Bachelor of Science degree from the University of Arizona. Mr. Strobel is also a director of Ranger Gold Corp., a publicly traded mineral exploration company. Mr. Strobel was appointed to the Board of Directors as he is a geologist with decades of experience in our business and industry.

Jeoffrey Avancena was an assistant branch manager at TransCanada Credit (Wells Fargo Financial) from 2001 through 2005, and from 1996 through 2000 he was a personal banking representative at the Canadian Imperial Bank of Commerce. Since 2005 Mr. Avancena was not employed. Mr. Avanacena was appointed to the Board of Directors due to his experience in the banking industry and he is the Company’s controlling shareholder.

James Poulter is a licensed and certified professional geologist with over 40 years of exploration experience. From 2005 to present he has worked as a consultant for several junior exploration companies with a focus on Mexico and Arizona. In addition, since 2005 he has served as the Exploration Manager for Zaruma Resources Inc. (formerly Laminco Resources Inc.). He obtained a Bachelor of Science degree in geology from the University of Idaho in 1971. He is a Licensed Professional Geologist in the State of Wyoming. In addition he is a Certified Professional Geologist with the American Institute of Professional Geologists and a member of the Society of Economic Geologists. Mr. Poulter was elected to the Board of Directors due to his industry experience.

There are no family relationships among our directors or officers. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to our company or has a material interest adverse to it. Other than described below, we have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.

Audit Committee Financial Expert

The Board of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is seeking additional Board members whom it hopes will qualify as such an expert.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and Directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended April 30, 2013, all reporting persons complied with all applicable Section 16(a) filing requirements.

Code of Ethics

In April 2010 we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our sole officer and director. A code of ethics is a written standard designed to deter wrongdoing and to promote:

·	honest and ethical conduct,

·	full, fair, accurate, timely and understandable disclosure in regulatory

·	filings and public statements,

·	compliance with applicable laws, rules and regulations,

·	the prompt reporting violation of the code, and

·	accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to Company’s Form S-1 filed with the Commission on June 8, 2010.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only three directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Changes to Procedures for Recommendations of Director Nominees

During the fiscal year ended April 30, 2013, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 11. Executive Compensation

Summary Compensation Table

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer (“Named Executive Officer”) for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during our 2013 or 2012 periods.

SUMMARY COMPENSATION TABLE

								Non-Equity		Nonqualified		All
Name and						Stock	Option	Incentive Plan		Deferred		Other
Principal		Salary		Bonus		Awards	Awards	Compensation		Compensation		Compensation		Total
Position	Year	($)		($)		($)	($)	($)		Earnings ($)		($)		($)
Paul Strobel	2013		0		0	0	0		0		0		36,400(1)		36,400
President, Chief	2012		0		0	0	0		0		0		23,150(2)		23,150
Executive Officer

(1)	Represents (i) $30,400 paid to Mr. Strobel for fees pursuant to his Service Agreement and an aggregate of (ii) $6,000 in directors fees. Commencing December 1, 2011, the Company began paying Mr. Strobel $500 per month to serve on its Board of Directors.

(2)	Represents (i) $20,650 paid to Mr. Strobel for fees pursuant to his Service Agreement and an aggregate of (ii) $2,500 in directors fees. Commencing December 1, 2011, the Company began paying Mr. Strobel $500 per month to serve on its Board of Directors.

Since inception, we have not paid compensation exceeding $100,000 per year to any of our executive officers.

Service Agreement

On April 7, 2011, we entered into a service agreement with Western Resource Consultants (the “Service Agreement”), of which Mr. Strobel is managing member, for the provision of services with respect to planning and managing the Company’s exploration programs, assisting the Company with identifying and assessing potential property acquisitions, and performing various administrative functions. The Agreement will remain in effect so long as Mr. Strobel serves on the Company’s Board of Directors. Under the Service Agreement, geologist services by Mr. Strobel will be paid at an hourly rate of $100 (or $600 for an 8-hour day) and technical and clerical personnel will be paid at an hourly rate of $50 (or $300 for an 8-hour day). Subcontracted services will be invoiced at cost plus 15%. The Service Agreement was amended on December 1, 2011 to include paying Mr. Strobel $500 per month to serve as a member of the Company’s Board of Directors. All other provisions remain unchanged.

Outstanding Equity Awards

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the outstanding equity awards to our Named Executive Officer as of April 30, 2013:

Name		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date
Paul Strobel		100,000		400,000		$0.96		October 1, 2017

(1) Such options vest as to 100,000 shares subject to the option on October 1, 2012, the date of grant, and vest as to 100,000 shares subject to the option on each of October 1, 2013, 2014, 2015, and 2016.

Compensation of Directors

Name (a)	Year	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Jeoffrey Avancena	2013	6,000	0	0	0	0	0	6,000
	2012	6,000	0	0	0	0	0	6,000
James Poulter	2013	4,500	0	0	0	0	0	4,500
	2012	0	0	0	0	0	0	0

Commencing April 5, 2011 and August 3, 2012, the Company began paying Jeoffrey Avancena and James Poulter $500 per month, respectively, to serve on the Board of Directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of July 19, 2013, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 48,150,000 shares of Common Stock which are issued and outstanding as of July19, 2013. Unless indicated otherwise, all addresses below are c/o Grizzly Gold Corp., 9120 Double Diamond Pkwy, Suite 3889, Reno, Nevada, 89521.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Jeoffrey Avancena	24,000,000	50%
Paul Strobel (1)	100,000	*
James Poulter	0	0
Directors and Officers as a Group (2 individuals)	24,100,000	50%

(1)	Represents shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days.

* Represents less than 1%

Item 13. Certain Relationships and Related Transactions, and Director Independence

On April 7, 2011, we entered into the Service Agreement with Western Resource Consultants of which Mr. Strobel is managing member, for the provision of services with respect to planning and managing the Company’s exploration programs, assisting the Company with identifying and assessing potential property acquisitions, and performing various administrative functions. The Service Agreement will remain in effect so long as Mr. Strobel serves on the Company’s Board of Directors. Under the Service Agreement, geologist services by Mr. Strobel will be paid at an hourly rate of $100 (or $600 for an 8-hour day) and technical and clerical personnel will be paid at an hourly rate of $50 (or $300 for an 8-hour day). Subcontracted services will be invoiced at cost plus 15%. The Service Agreement was amended on December 1, 2011 to include paying Mr. Strobel $500 per month to serve as a member of the Company’s Board of Directors. All other provisions remain unchanged.

Director Independence

We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the NYSE Alternext US (formerly known as the American Stock Exchange).

Item 14. Principal Accounting Fees and Services

Lake and Associates, CPA’s has been the independent registered public accounting firm for the Company since inception on April 21, 2010. Fees billed to the Company for the fiscal years ending April 30, 2013 and 2012 are set forth below:

	Fiscal year ending April 30, 2013		Fiscal year ending April 30, 2012
Audit Fees	$	17,000	$	14,250
Audit Related Fees		0		2,000
Tax Fees		400		400
All Other Fees		0		0

The audit related fees are for a consent letter issued as part of the Company’s Form S-1 registration statement. As of April 30, 2013, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy. 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%.

Item 15. Exhibits

EXHIBIT NUMBER		DESCRIPTION
3.1		Certificate of Incorporation of Registrant. (1)
3.2		By-Laws of Registrant. (2)
4.1		Form of stock certificate. (3)
10.1		LB/Vixen Property Option Agreement dated May 1, 2011 by and between BCS Solutions, Inc. and Nevada Mine Properties II, Inc. (4)
10.2		Form of Regulation S Subscription Agreement (4)
10.3		Amended Service Agreement dated December 1, 2011 by and between Paul Strobel and Grizzly Gold Corp. (6)
10.4		Service Agreement dated August 3, 2012 between James Poulter and the Company (7)
14.1		Code of Business Ethics and Conduct (5)
31		Rule 13a-14(a)/15d14(a) Certifications *
32		Section 1350 Certifications *
101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Previously filed as Exhibit 3.1 to the S-1 Registration Statement, filed with the Securities and Exchange Commission on August 30, 2011, file no. 333-176555

(2) Previously filed as Exhibit 3.2 to S-1 Registration Statement, filed with the Securities and Exchange Commission on August 30, 2011, file no. 333-176555

(3) Previously filed as Exhibit 4.1 to Registration Statement, filed with the Securities and Exchange Commission on June 8, 2010, file no. 333-167386

(4) Previously filed with the Company’s Form 8-K submitted to the SEC on May 3, 2011.

(5) Previously filed with the Company’s Form 10-K submitted to the SEC on August 9, 2011.

(6) Previously filed with the Company’s Form 10-K submitted to the SEC on July 25, 2012.

(7) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2012.

*Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

GRIZZLY GOLD CORP.

Dated: July 19, 2013	By: /s/ Paul Strobel
	Name: Paul Strobel
	Title: President, Chief Executive and Operating Officer, Treasurer, and Director (Principal Executive, Financial and Accounting 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 indicated.

SIGNATURE	TITLE	DATE

/s/ Paul Strobel Paul Strobel	Director, President, Chief Executive and Operating Officer, and Treasurer (Principal Executive, Financial, and Accounting Officer)	July 19, 2013

/s/ Jeoffrey Avancena Jeoffrey Avancena	Secretary and Director	July 19, 2013

/s/ James Poulter James Poulter	Director	July 19, 2013