8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 3, 2012

Grizzly Gold Corp.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-54453	95-0554260
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9120 Double Diamond Parkway, Suite 3889

Reno, Nevada

(Address of Principal Executive Offices)

89521

(Zip Code)

(775) 888-1385

(Registrant’s Telephone Number, Including Area Code)

____________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of August 3, 2012 the Board of Directors of Grizzly Gold Corp. (the “Registrant”) elected Mr. James Poulter a Director of the Registrant.

Mr. Poulter, age 62, 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.

For all the terms and conditions of the bridge note reference is hereby made to such document annexed hereto as Exhibit 10.1. All statements made herein concerning the foregoing document are qualified by reference to said Exhibit.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.                      Description

10.1 Service Agreement dated August 3, 2012 between James Poulter and Grizzly Gold Corp.

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SIGNATURES

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

Date:  August 6, 2012

GRIZZLY GOLD CORP.

By:           /s/ Paul Strobel

Name:         Paul Strobel

Title:           President and Chief Executive Officer

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EX-10.1

SERVICE AGREEMENT

THIS AGREEMENT	Dated for reference the 3rd day of August, 2012
BETWEEN:	James Poulter
	9120 Double Diamond Parkway, Suite 3889
	Reno, Nevada, 89521
	(the “Service Provider”)
AND:	Grizzly Gold Corp.
	9120 Double Diamond Parkway, Suite 3889
	Reno, Nevada, 89521
	(the “Company”)

WHEREAS:

A.   The Company is a Nevada corporation in the business of mineral exploration; and

B.   The Company desires to develop mineral properties; and

C.   The Company desires to retain the services of the Service Provider in the capacity pursuant to the terms hereof;  and

D.   The Service Provider is an individual possessing qualifications in the mineral exploration industry; and

E.   The Service Provider is willing to serve as a Director of the Company

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows

1.  ENGAGEMENT:  The Company herby engages the Service Provider to provide the services referred to in Section 3 hereof for the consideration hereinafter set forth and the Service Provider hereby accepts such engagement by the Company, all and subject to the terms and conditions of this Agreement.

2.  TERM:  The Service Provider’s engagement shall commence August 3, 2012 and continue for as long as the Service Provider is a director of the Company.  Nothing herein shall prevent the Service Provider from offering or performing services to other businesses.

3.  DUTIES:  The Service Provider will utilize his expertise to serve on the Board of Directors of the Company.

4.  COMPENSATION:  In consideration for the services of the Service Provider to be provided to the Company under this agreement, the Company will pay to the Service Provider and/or his agent, an amount of USD $500 per month.  Payment will be made to the Service Provider in advance on a quarterly basis.

5.  CONFIDENTIALITY AND NON-DISCLOSURE:  The Service Provider agrees on behalf of himself that any information provided to him by the Company of a confidential nature will not be revealed or disclosed to any person or entity, except in the performance of this Agreement or as directed by legal or regulatory authority.

6.  ENTIRE AGREEMENT:  This Agreement, hereto constitutes the entire agreement between the parties hereto and there are no representations or warranties, express or implied, statutory or otherwise other then set forth in this Agreement  and there are no agreement collateral hereto other than as are expressly set forth or referred to herein.  This Agreement cannot be amended or supplemented except by a written agreement executed by both parties hereto.

7.  COUNTERPARTS:  This Agreement may be executed in counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date set out above of this Agreement.

	Grizzly Gold Corp.
Per James Poulter	Per Paul Strobel, President
Authorized Signatory	Authorized Signatory