10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Quarterly Period Ended November 30, 2011

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 001-34976

GUNPOWDER GOLD CORPORATION

(Exact name of registrant as specified in its charter)

4830 Impressario Court

Suite 109

Las Vegas, NV 89149

(Address of principal executive offices) (Zip Code)

(702) 380-7865

(Registrant's telephone number, including area code)

_______________________________________________________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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. [X] Yes [ ] No

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.

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]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 90,975,294 shares of common stock as of January 31, 2012.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2011, filed with the Securities and Exchange Commission on January 17, 2012 (the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits.

Exhibit No.	Description	Where Found
31.1	Rule 13a-14(a)/15d14(a) Certifications	Filed Previously
32.1	Section 1350 Certifications	Filed Previously
101	Interactive Data Files pursuant to Rule 405 of Regulation S-T	Filed Herewith

SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange act of 1934, as amended, the Registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

GUNPOWDER GOLD CORPORATION

Date: February 1, 2012

/s/ Michael Nott_____________________

Michael Nott

Chief Executive Officer and President  

EX-31

EXHIBIT 31.1

 I, Michael Nott, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Gunpowder Gold Corporation

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: January 17, 2012

/s/ Michael Nott                        

Michael Nott

Chief Executive Officer and President

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Gunpowder Gold Corporation (the “Company”) on Form 10-Q for the period ending November 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Nott, Chief Executive Officer and President of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ Michael Nott
	Michael Nott
	Chief Executive Officer and President,
	Secretary, Treasurer and Director

Dated: January 17, 2012

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Significant accounting policies

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Significant accounting policies

Note 4.  Significant accounting policies

Revenue recognition

The Company has no revenues to date from its operations.  Once revenues are generated, management will establish a revenue recognition policy.

Advertising costs

Advertising costs are generally expensed as incurred and are included in advertising and marketing expenses in the accompanying statement of operations.

Mineral Rights and Exploration Costs

Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Exploration costs incurred to develop new ore deposits substantially in advance of current exploration are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current exploration or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to exploration costs including related property and equipment costs. To determine if these  costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with FASB Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

Environmental expenditures

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

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

Basic and diluted net loss per share

The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period.

In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Concentrations of credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and accounts payable.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

Risks and uncertainties

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

Income taxes

The Company accounts for its income taxes in accordance with ASC Topic 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets 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 operations in the period that includes the enactment date.

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Going Concern

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Going Concern

Note 3.  Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred a net operating loss of $622,997 through November 30, 2011, and has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Interim Condensed Balance Sheets (USD $)	Nov. 30, 2011	Aug. 31, 2011
Current assets:
Cash and cash equivalents	$ 18,730	$ 57,396
Prepaid expense	5,225	5,436
Deposit		542
Total current assets	23,955	63,374
Current liabilities:
Accounts payable and accrued liabilities	41,619	18,416
Accounts payable to related-party	3,000	3,000
Note payable to related-party	76,860	76,860
Total current liabilities	121,479	98,276
Stockholders' equity
Common stock; $.001 par value, 300,000,000 shares authorized; 90,975,294 and 90,501,961 shares issued and outstanding at November 30, 2011 and August 31, 2011, respectively	90,975	90,502
Additional paid-in-capital	434,498	363,971
Deficit accumulated during exploration stage	(622,997)	(489,375)
Total stockholders' equity (deficit)	(97,524)	(34,902)
Total liabilities and stockholders' equity (deficit)	$ 23,955	$ 63,374

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Condensed Financial Statements

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Condensed Financial Statements

Note 1.  Condensed Financial Statements

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at November 30, 2011, and for all periods presented herein, have been made. The Company's fiscal year end is August 31.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s August 31, 2011 audited financial statements.  The results of operations for the periods ended November 30, 2011 and 2010 are not necessarily indicative of the operating results for the full years.

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Nature of Business

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Nature of Business

Note 2.  Nature of Business

Gunpowder Gold Corp. (the “Company”), formerly named Spartan Business Services Corp., was incorporated in the State of Nevada on November 19, 2008.  The Company is an Exploration Stage Company as defined by Guide 7 of the Securities Exchange Commission’s Industry Guide and ASC Topic 915-10 “Development Stage Entities”.   The Company has entered into an agreement to acquire a mineral property located in the La Paz County, Arizona, and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds from the sale thereof.

On December 13, 2011 Mr. Neil Pestell resigned as President, Treasurer, Secretary and Director of Gunpowder Gold Corp. (“the Company”). From February 26, 2010 to August 29, 2011, Mr. Dory was paid $4,000 per month for his services to the Company.

On December 13, 2011, Mr. Michael Nott was appointed President, Treasurer, Secretary and Director of the Company. Mr. Nott is paid $2,000 per month for his services to the Company.

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Interim Condensed Balance Sheets (Parenthetical) (USD $)	Nov. 30, 2011	Aug. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	90,975,294	90,501,961
Common stock, shares outstanding	90,975,294	90,501,961

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Document and Entity Information	3 Months Ended
	Nov. 30, 2011	Jan. 13, 2012
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	GUNP
Entity Registrant Name	GUNPOWDER GOLD CORP
Entity Central Index Key	0001454298
Current Fiscal Year End Date	--11-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		90,975,294

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Interim Condensed Statements of Operations (USD $)	3 Months Ended		36 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
Income Statement [Abstract]
Revenues
Operating expenses
General and administrative	47,557	42,230	370,874
Consulting fee - related-party	15,000	8,000	67,000
Advertising and marketing	1,875		21,380
Impairment loss on mineral claim			20,000
Exploration cost	69,150		146,799
Operating Expenses, Total	133,582	50,230	626,053
Loss from operations	(133,582)	(50,230)	(626,053)
Other income (expense)
Other income			3,500
Gain (loss) from foreign exchange	(40)		(444)
Other income (expense), total	(40)		3,056
Loss before income taxes	(133,622)	(50,230)	(622,997)
Income tax expense
Net loss	$ (133,622)	$ (50,230)	$ (622,997)
Basic and diluted loss per common share	$ 0	$ 0
Basic and diluted weighted average common shares outstanding	90,911,751	90,000,000

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Related party transactions

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Related party transactions

Note 7.  Related party transactions

During the three months ended November 30, 2011 and 2010, a shareholder paid $-0- and $22,781, respectively, of expenses on behalf of the Company from his personal account. These amounts are reflected as unsecured and non-interest bearing advances with no maturity date. As of November 30, 2011 and August 31, 2011, the balance of these amounts was $$76,860.

During the three months ended November 30, 2011 and 2010, the Company recorded consulting expenses payable to shareholders/officers of the Company in the amount of $15,000 and $8,000, respectively.

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Recent accounting pronouncements

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Recent accounting pronouncements

Note 6.  Recent accounting pronouncements

The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.

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Stockholders' equity and warrants

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Stockholders' equity and warrants

Note 8.  Stockholders’ equity and warrants

In November 2010, the Company revised and restated its Articles of Incorporation to increase the amount of authorized capital to 305,000,000 shares, consisting of 5,000,000 preferred shares and 300,000,000 shares of Common stock, and the Company had a 10:1 forward stock split.  All references in the accompanying financial statements have been retroactively stated to reflect these changes.

The Company closed a private placement in February 2011, for the sale of 266,667 Units at $0.75 per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $0.90 per share during a term of two years, expiring on March 1, 2013. No warrants have been exercised as of February 28, 2011. The subscription raised $200,000 in proceeds from one investor.

The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

On April 8, 2011, the Company closed the private placement of 235,294 Units at .85 per unit per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $1.00 per share during a term expiring on April 15, 2013. No warrants have been exercised as of November 30, 2011. The subscription raised $200,000 in proceeds from one investor.

The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

On September 12, 2011, the Company closed the private placement of 473,333 Units at .15 per unit per Unit, for aggregate gross proceeds of $71,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $.25 per share during a term expiring on April 15, 2013. The subscription raised $71,000 in proceeds from one investor.

The Company calculated the fair value of these warrants of $77,153 using the Black Scholes model. The Company used the following assumptions: stock price of $0.20, an exercise price of $0.25, expected term of 24 months (using the simplified method), volatility of 208%, and discount rate of 0.25%. The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

The following is a summary of the status of all of the Company’s stock warrants as of November 30, 2011.

	Number Of Warrants		Weighted- Average Exercise Price
Outstanding at September 1, 2010		—	$	0.00
Granted		975,294	$	0.61
Exercised		—	$	0.00
Cancelled		—	$	0.00
Outstanding at November 30, 2011		975,294	$	0.61
Warrants exercisable at November 30, 2011		975,294	$	0.61

The following tables summarize information about stock warrants outstanding and exercisable at November 30, 2011:

STOCK WARRANTS OUTSTANDING AND EXERCISABLE
Number of Warrants Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price
	975,294		1.47	$	0.61
	975,294		1.47	$	0.61

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Subsequent events

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Subsequent events

Note 9.  Subsequent events

The Company has evaluated subsequent events through the date that the financial statements were issued. The following Subsequent Events need to be disclosed:

On December 13, 2011, Mr. Pestell, a former Company Director and current shareholder, agreed to forgive all debts owing to him by the Company of $76,860 for nominal consideration.

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Interim Condensed Statements of Cash Flows (USD $)	3 Months Ended		36 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
Operating activities:
Net loss	$ (133,622)	$ (50,230)	$ (622,997)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense			10,000
Stock issued for services			2,500
Impairment loss on mineral claim			20,000
Expenses paid by shareholder/officer		22,781	76,860
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expense	211		(15,225)
Decrease (increase) in deposit	542
Increase in accounts payable to related-party		8,000	3,000
Increase (decrease) in accounts payable	23,203	19,289	41,619
Net cash (used in) operating activities	(109,666)	(160)	(484,243)
Cash flows from investing activities:
Purchase of mineral claims			(20,000)
Net cash (used in) investing activities			(20,000)
Financing activities:
Capital contribution			6,000
Proceeds from issuance of common stock	71,000		516,973
Net cash provided by financing activities	71,000		522,973
Net change in cash	(38,666)	(160)	18,730
Cash, beginning of period	57,396
Cash, ending of period	18,730		18,730
Supplemental cash flow disclosures
Cash paid for interest expense
Cash paid for ncome taxes
Non-cash activities:
Issuance of common stock for services			2,500
Gain (loss) foreign exchange	$ 84		$ (320)

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Mineral Property

3 Months Ended

Nov. 30, 2011

Notes to Financial Statements

Mineral Property

Note 5.  Mineral Property

Pursuant to a mineral property purchase option agreement dated January 21, 2011 and amended on March 9, 2011, the Company plans to acquired a 100% undivided right, title and interest in a mineral claim, located in the La Paz County, Arizona, known as the Dome Rock Property. Agreed to consideration consists of the following:

1.	Scheduled option agreement payments as defined below:
	·	$20,000 to be paid within 30 days of the effective date of the amended agreement.

· $20,000 on or before the first anniversary of the Agreement;

· $30,000 on or before the second anniversary of the Agreement;

· $40,000 on or before the third anniversary of the Agreement;

· $50,000 on or before the fourth anniversary of the Agreement;

· $60,000 on or before the fifth, sixth and seventh anniversary of the Agreement;

2.   Paying any amounts to keep the property in good standing

3.	Scheduled option agreement payments as defined below:
	·	Exploration expenditures on the property of $750,000 on or before the first  and second anniversary of the Agreement;

· Exploration expenditures on the property of $500,000 on or before the third anniversary of the Agreement;

During the year ended August 31, 2011, the Company recorded $20,000 in acquisition cost for mineral claims. The acquisitions costs have been impaired and expensed during the current period because there have not been any reserves established and we could not project any future cash flows or salvage value and the acquisition costs were not recoverable.  Consequently, we have recorded an impairment loss for the full amount of $20,000 for the year ended August 31, 2011. Please see ASC Topic 360 for Plant, Property, and Equipment and management analysis of Impairment.

During the three months ended November 30, 2011 and 2010, the Company has incurred exploration cost of $69,150 and $-0-, respectively.