Grizzly Gold Corp. - FORM 10-K/A

Attached files

file	filename
EX-31.1 - Grizzly Gold Corp.	form10ka043012ex31.htm
EX-32.1 - Grizzly Gold Corp.	form10ka043012ex32.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

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

EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2012

Commission file number: 333-167386

GRIZZLY GOLD CORP.

(Exact name of registrant as specified in its charter)

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

3651 Lindell Road, Suite D

Las Vegas, Nevada, 89103

(Address of principal executive offices)

(702) 932-9959

(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 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, 2011 was approximately $0.

The number of shares of the issuer’s common stock issued and outstanding as of February 1, 2013 was 47,900,000 shares.

Documents Incorporated By Reference: None

Explanatory Note

This Form 10-K/A is being filed as Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended April 30, 2012 (“Annual Report”), for the purpose of correcting the audit report which was filed with the Annual Report. This Form 10-K/A has not been updated to reflect events that occurred after July 25, 2012, the filing date of the Form 10-K, as this amendment only contains the auditor's report and the financial statements for the year ended April 30, 2012. There was no change made to such financial statements. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Annual Report. This Form 10-K/A includes Exhibits 31.1 and 32.1, new certifications by the company’s principal executive officer and principal financial officer as required by Rule 12b-15.

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(A Development Stage Company)

-:-

INDEPENDENT AUDITOR’S REPORT

April 30, 2012 and 2011

Contents		Page

Report of Independent Registered Public Accountants		F - 1
Balance Sheets
	April 30, 2012 and 2011	F - 2
Statements of Operations for the
	Years Ended April 30, 2012 and 2011 and the Cumulative Period from April 21, 2010 (inception) to April 30, 2012	F - 3
Statement of Stockholders’ Equity (Deficit)
	Since April 21, 2010 (inception) to April 30, 2012	F - 4
Statements of Cash Flows for the
	Years Ended April 30, 2012 and 2011 and the Cumulative Period from April 21, 2010 (inception) to April 30, 2012	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 (fka BCS Solutions, Inc.)

We have audited the accompanying balance sheets of Grizzly Gold Corp (fka BCS Solutions, Inc.) (a development stage Company) (the “Company”) as of April 30, 2012 and 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended April 30, 2012 and 2011, and for the period April 21, 2010 (inception) through April 30, 2012. 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 (fka BCS Solutions, Inc.) (a development stage Company) as of April 30, 2012 and 2011, and the results of its operations and its cash flows for the years ended April 30, 2012 and 2011, and for the period April 21, 2010 (inception) through April 30, 2012, 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 23, 2012

1905 Wright Boulevard

Schaumburg, IL 60193

Phone: 847.524.0800

Fax: 847.524.1655

F - 1

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(A Development Stage Company)

BALANCE SHEETS

	April 30,			April 30,
	2012			2011
ASSETS
Current Assets
Cash	$	142,287		$	624
Prepaid expenses		3,545			-
Total Current Assets		145,832			624

Reclamation deposit (note 5)		6,154			-

Total Assets	$	151,986		$	624

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	15,974		$	5,876
Total Current Liabilities		15,974			5,876

Stockholders’ Equity (Deficit)
Common Stock, Par Value $0.0001 Authorized 300,000,000 shares, 47,900,000 shares issued and outstanding at April 30, 2012 (April 30, 2011 – 44,400,000)		4,790			4,440
Paid-In Capital		366,210			16,560
Deficit Accumulated During the Development Stage		(234,988	)		(26,252	)
Total Stockholders’ Equity (Deficit)		136,012			(5,252	)

Total Liabilities and Stockholders’ Equity	$	151,986		$	624

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

F - 2

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

							Cumulative
							Since
							April 21, 2010
	For the Years Ended						(Inception) to
	April 30,			April 30,			April 30,
	2012			2011			2012
Revenues	$	—		$	—		$	—
Cost of revenues		—			—			—
Gross margin		—			—			—

Expenses
Mineral property exploration expenditures		100,254			3,224			103,478
General and administrative		88,482			19,420			111,510
Total Expenses		188,736			22,644			214,988
Net Loss from Operations		(188,736	)		(22,644	)		(214,988	)

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

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

Net Loss	$	(208,736	)	$	(22,644	)	$	(234,988	)

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

Weighted Average Shares Outstanding (1)		47,890,411			202,402,192

(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.)

(A Development 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

(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 21, 2010
	April 30,			April 30,			(Inception) to
	2012			2011			April 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(208,736	)	$	(22,644	)	$	(234,988	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Write-down of mineral property acquisition costs		20,000			—			20,000
Change in Operating Assets and Liabilities
(Increase) decrease in prepaid expenses		(3,545	)					(3,545	)
Increase (decrease) in accounts payable and accrued liabilities		10,098			2,276			15,974
Net Cash Used in Operating Activities		(182,183	)		(20,368)			(202,559	)

CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property acquisition costs		(20,000)			—			(20,000)
Reclamation deposit		(6,154)			—			(6,154)
Net Cash Used in Investing Activities		(26,154)			—			(26,154)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		350,000			12,000			371,000
Net Cash Provided by Financing Activities		350,000			12,000			371,000

Net Increase in Cash and Cash Equivalents		141,663			(8,368)			142,287
Cash and Cash Equivalents at Beginning of Period		624			8,992			—
Cash and Cash Equivalents at End of Period	$	142,287		$	624		$	142,287

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

F - 5

GRIZZLY GOLD CORP.

(formerly BCS SOLUTIONS, INC.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Continued)

					Cumulative
					Since
	For the Years Ended				April 21, 2010
	April 30,		April 30,		(Inception) to
	2012		2011		April 30, 2012

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.)

(A Development 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.) (a development 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 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 these financial statements to reflect the split.

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.

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 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 development stage and has no products or services as of April 30, 2012. We are currently a development 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 $234,988 for the period from April 21, 2010 (inception) to April 30, 2012, 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 $392,000 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. However, the cash received from this financing is not sufficient to fund all of the Company’s planned operations for the next twelve months. In order to continue to 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. . 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

Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of April 30, 2012 the company does not have any outstanding common stock options or warrants.

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

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, 2012.

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.

New Accounting Pronouncements

Goodwill Impairment

In September 2011, ASC guidance was issued related to goodwill impairment. Under the updated guidance, an entity will have the option to first assess qualitatively whether it is necessary to perform the current two-step goodwill impairment test. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The update is effective for the Company’s fiscal year beginning May 1, 2012 with early adoption permitted. The Company does not expect the updated guidance to have an impact its financial position, results of operations or cash flows.

F - 9

Comprehensive Income

In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update required certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. Subsequently, in December 2011, the FASB issued its final standard to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement. Companies will still be required to adopt the other requirements contained in the new standard on comprehensive income. The adoption of this guidance is not expected to have an impact on the Company’s financial position, results of operations or cash flows.

Fair Value Accounting

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in Level 3 of the fair value hierarchy. The update is effective for the Company’s fiscal year beginning May 1, 2012. The Company does not expect the updated guidance to have a significant impact on its financial position, results of operations or cash flows.

NOTE 4 – MINERAL EXPLORATION PROPERTY

LB/Vixen Property Acquisition

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 LB/Vixen Property is located in Humboldt County, Nevada and currently consists of 82 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

Upon execution of the Agreement, we paid NMP $20,000 and reimbursed them $7,065 in claim fees and property holding costs. As a result of the LB/Vixen property not containing any known resources or reserves, the Company has written down its property option payment of $20,000 in the statements of operations and comprehensive loss at April 30, 2012.

F - 10

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 $6,154 reclamation deposit to the Bureau of Land Management (“BLM”) on its 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 - COMMON STOCK TRANSACTIONS

Stock Split

Share Return

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.

F - 11

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.

NOTE 7 - INCOME TAXES

Deferred tax assets of the Company are as follows:

	2012			2011
Income tax expense (asset) at statutory rate		79,896			8,926
Less: valuation allowance		(79,896	)		(8,926	)
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% (2011 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows:

	2012			2011
Computed expected tax benefit		70,970			7,699
Change in valuation allowance		(70,970	)		(7,699	)
Income tax provision		-			-

As of April 30, 2012, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $235,000 (2011 - $26,250) which begin expiring in 2030.

NOTE 8 - RELATED PARTY TRANSACTIONS

Commencing April 5, 2011, the Company began paying one 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, 2012 was $8,500 (2011 - $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 $20,650 in fees to the Company’s President and CEO under this agreement for the year ended April 30, 2012 (2011 - $1,597).

NOTE 9 - COMMITMENTS AND CONTINGENCIES

On June 1, 2011 the Company entered into a lease for its shared office space for one year at a rate of $100 per month. On April 1, 2012 the Company gave thirty days written notice to terminate the lease.

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

F - 12

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: February 1, 2013	By: /s/ Paul Strobel
	Name: Paul Strobel
	Title: President, Chief Executive and Operating Officer, Secretary and 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, Secretary, and Treasurer (Principal Executive, Financial, and Accounting Officer)	February 1, 2013



/s/ Jeoffrey Avancena Jeoffrey Avancena	Director	February 1, 2013



/s/ James Poulter James Poulter	Director	February 1, 2013

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