XOTC:GRZG Quarterly Report 10-Q Filing - 1/31/2012

Effective Date 1/31/2012

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PROPERTY UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Quarterly Period Ended January 31, 2012
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 000-54453

GRIZZLY GOLD CORP.
(Exact name of registrant as specified in its charter)

Nevada
45-0725238
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)

3651 Lindell Road, Suite D269
Las Vegas, Nevada, 89103
(Address of principal executive offices) (Zip Code)

(702) 932-9959
(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 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 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 [  ]
Smaller reporting company  [X]
(Do not check if a smaller reporting company)
 

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: 47,900,000 shares of common stock, $0.0001 par value, issued and outstanding as of March 5, 2012.


 
1

 


TABLE OF CONTENTS

 
Page
   
PART I  - Financial Information
  3
   
Item 1. Financial Statements
  3
Balance Sheets as of January 31, 2012 (unaudited) and April 30, 2011
  3
Statements of Operations (unaudited) for the three and nine-month periods ended
 
January 31, 2012 and 2011 and for the period from  April 21, 2010 (inception) to January 31, 2012
  4
Statements of Cash Flows (unaudited) for the nine-month periods ended
 
January 31, 2012 and 2011 and for the period from  April 21, 2010 (inception) to January 31, 2012
  5
Notes to the Financial Statements
  7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results  of Operations
  13
Item 3 Quantitative and Qualitative Disclosures About Market Risk
  16
Item 4. Controls and Procedures
  16
   
PART II – Other Information
  17
   
Item 1.  Legal Proceedings
  17
Item 1A.  Risk Factors
  17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  17
Item 3. Defaults Upon Senior Securities
  17
Item 4. (Removed and Reserved)
  17
Item 5. Other Information
  17
Item 6. Exhibits
  17


 
2

 

Item 1.  Financial Statements.

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
BALANCE SHEETS

   
(Unaudited)
   
Audited
 
   
January 31,
   
April 30,
 
   
2012
   
2011
 
ASSETS
           
Current Assets
           
    Cash
  $ 168,845     $ 624  
    Prepaid Expenses
    4,280       -  
 
               
Total Current Assets
    173,125       624  
                 
  Reclamation Deposit (note 3)
    6,154       -  
                 
Total Assets
  $ 179,279     $ 624  
                 
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
               
Current Liabilities
               
    Accounts Payable and Accrued Liabilities
  $ 5,026     $ 5,876  
                 
Total Current Liabilities
    5,026       5,876  
                 
Stockholders' Equity (Deficit)
               
  Common Stock, Par Value $.0001
               
      Authorized 300,000,000 shares,
               
     47,900,000 shares issued and outstanding at January 31, 2012
               
      (April 30, 2011 – 44,400,000)
    4,790       4,440  
  Additional Paid-In Capital
    366,210       16,560  
  Deficit Accumulated During the Development Stage
    (196,747 )     (26,252 )
                 
Total Stockholders' Equity (Deficit)
    174,253       (5,252 )
                 
Total Liabilities and Stockholders' Equity
  $ 179,279     $ 624  


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

 
3

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
STATEMENTS OF OPERATIONS
(Unaudited)

                           
Cumulative
 
   
For the Three Months
   
For the Nine Months
   
Since
 
   
Ended
   
Ended
   
April 21, 2010,
 
   
January 31,
   
January 31,
   
(Inception) to
 
   
2012
   
2011
   
2012
   
2011
   
January 31, 2012
 
Revenues
  $ -     $ -     $ -     $ -     $ -  
Cost of Revenues
    -       -       -       -       -  
Gross Margin
    -       -       -       -       -  
                                         
Expenses
                                       
Mineral Property Exploration Expenditures
    27,227       -       79,488       -       82,712  
General and Administrative
    30,586       855       71,007       4,644       94,035  
Total Expenses
    57,813       855       150,495       4,644       176,747  
                                         
Net Loss from Operations
    (57,813 )     (855 )     (150,495 )     (4,644 )     (176,747 )
                                         
Other Income (Expense)
                                       
Interest
    -       -       -       -       -  
Net Other Income (Expense)
    -       -       -       -       -  
                                         
Write-down of Mineral Property Acquisition Payments
    -       -       (20,000 )     -       (20,000 )
                                         
Net Loss
  $ (57,813 )   $ (855 )   $ (170,495 )   $ (4,644 )   $ (196,747 )
                                         
Basic and Diluted Loss per Share
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
Weighted Average Shares Outstanding (1)
    47,900,000       224,400,000       47,887,319       211,686,958          

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

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


 
4

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
STATEMENTS OF CASH FLOWS
(Unaudited)
         
Cumulative
 
         
Since
 
         
April 21, 2010
 
   
For the Nine Months Ended
   
(Inception) to
 
   
January 31,
   
January 31,
   
January 31,
 
   
2012
   
2011
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
                       
Net Loss
 
$
(170,495
)
 
$
 (4,644
)
 
$
(196,747
)
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
   
(4,280
)
   
     
(4,280
)
Increase (Decrease) in Accounts Payable and Accrued Liabilities
   
(850
)
   
(2,950
)
   
5,026
 
Net Cash Used in Operating Activities
   
(155,625
)
   
(7,594
)
   
(176,001
)
                         
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 (Decrease) Increase in Cash and Cash Equivalents
   
168,221
     
4,406
     
168,845
 
Cash and Cash Equivalents at Beginning of Period
   
624
     
8,992
     
 
Cash and Cash Equivalents at End of Period
 
$
168,845
   
$
13,398
   
$
168,845
 



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

 
5

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
STATEMENTS OF CASH FLOWS
(Continued)


               
Cumulative
 
         
Since
 
   
For the Nine-Months Ended
   
April 21, 2010
 
   
January 31,
   
January 31,
   
(Inception) to
 
   
2012
   
2011
   
January 31, 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.


 
6

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
This summary of accounting policies for Grizzly Gold Corp. (formerly BCS Solutions, Inc.) (a development stage company) is presented to assist in understanding the Company's financial statements.  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.

Organization

Grizzly Gold Corp. (a development stage company) (the "Company") was incorporated in the State of Florida on April 21, 2010 under the name BCS Solutions, Inc.   On July 8, 2011 our Board of Directors, and on July 5, 2011 our shareholders, approved the change of our name from BCS Solutions, Inc. to Grizzly Gold Corp.  Also on July 5, 2011, the shareholders 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.

Nature of Operations

The Company is in the development stage and has no products or services as of January 31, 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.

Interim Reporting

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented.  This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended April 30, 2011.  The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended April 30, 2011 has been omitted.  The results of operations for the three and nine-month periods ended January 31, 2012 are not necessary indicative of results for the entire year ending April 30, 2012.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred a net loss of $196,747 for the period from April 21, 2010 (inception) to January 31, 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 $219,000 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.

 
7

 

GRIZZLY GOLD CORP.
 
(Formerly BCS Solutions, Inc.)
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 write-down of mineral property acquisition costs 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.

Reclassifications

Certain reclassifications have been made in the financial statements for the period ended January 31, 2011 to conform to accounting and financial statement presentation for the period ended January 31, 2012.

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 January 31, 2012 the Company does not have any outstanding common stock options or warrants.

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.

 
8

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies (Continued)

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.

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 property. 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 January 31, 2012.


 
9

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

The book values of cash, prepaid expenses, and accounts payable and accrued liabilities 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.

NOTE 2 – 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 61 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  


 
10

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS

NOTE 2 – MINERAL EXPLORATION PROPERTY (Continued)

LB/Vixen Property Acquisition (Continued)

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 January 31, 2012.

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 3 – RECLAMATION DEPOSIT

The Company has paid a $6,154 reclamation deposit 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 4 – COMMON STOCK TRANSACTIONS

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.


 
11

 

GRIZZLY GOLD CORP.
(Formerly BCS Solutions, Inc.)
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS

NOTE 5 – 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 November 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 nine-months ended January 31, 2012 was $6,000 (2011 - $0).

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 $16,450 in fees to the Company’s President and CEO under this agreement for the nine-months ended January 31, 2012 (2011 - $0).

 
12

 

Item 2.                       Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements of Grizzly Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q.  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 the Form 10-K for the fiscal year ended April 30, 2011 filed by the Company with the Securities and Exchange Commission.

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.

General

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. Most 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.


 
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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

During the next twelve months our objective is to continue to explore the LB/Vixen property.  The Company expects that it will need approximately $219,000 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 from this financing is not sufficient to fund all of our planned operations for the next twelve months.  In order to develop our property, we 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.

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.

LB/Vixen Property

On May 1, 2011, the Company executed a property option agreement (the “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, a natural resource exploration company.  The property known as the LB/Vixen Property is located in Humboldt County, Nevada and currently consists of 61 unpatented claims (the “Property”).  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, the Company has written down its property option payment of $20,000 in the statements of operations and comprehensive loss at January 31, 2012.

The Company’s Board of Directors has approved a budget for the Property for total expenditures of $182,000.  The budget includes the following items:

   
Amount ($)
 
       
Annual claim fees – 2012
  $ 10,000  
Exploration and drill programs
    152,000  
Option payment – May 2012
    20,000  
    $ 182,000  

The budget for the next twelve months will include road repairs and construction, mapping, in-fill geology and geochemistry, and undertaking a drill program.  The primary objective of the next twelve months is to complete a drill program on the LB/Vixen property.

The planned work will be overseen by the Company’s President who has visited the LB/Vixen Property 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 work plan from the Bureau of Land Management (“BLM”) and has paid the reclamation bond of $6,154.  The BLM is the government entity responsible for approving the drilling permit for the Company.


 
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Results of Operations

We did not earn any revenues during the three or nine-month periods ended January 31, 2012 or 2011.  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 development 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 quarter ended January 31, 2012 we had a net loss of $57,813 compared to $855 for the comparable period ended January 31, 2011.  The increase in the net loss was largely due to current quarter costs associated with commencing the exploration program on the LB/Vixen property and costs associated with being a SEC reporting company.  The Company was only incorporated on April 21, 2010 resulting in minimal expenses being incurred for the period ended January 31, 2011.  As a result of a change in business to mineral exploration, the Company incurred $27,227 in mineral property exploration expenditures as it prepared its plan of operations for submission to the BLM and continued with its review and compilation of the LB/Vixen historical data.

For the nine-months ended January 31, 2012 we had a net loss of $170,495 compared to $4,644 for the comparable period ended January 31, 2011.  The increase in the net loss was largely due to current period costs associated with acquiring the LB/Vixen property, commencing the exploration program on the property, preparing its plan of operations for submission to the BLM, and costs associated with being a SEC reporting company.  The Company was only incorporated on April 21, 2010 resulting in minimal expenses being incurred for the nine-months ended January 31, 2011.  As a result of a change in business to mineral exploration, the Company incurred $79,488 in mineral property exploration expenditures and paid the initial $20,000 property option payment on the LB/Vixen property.  As a result of the LB/Vixen property not containing any known resources, the Company has written down its initial property option payment of $20,000 in the statements of operations and comprehensive loss at January 31, 2012.

Liquidity and capital resources

We had working capital of $168,099 at January 31, 2012 consisting of cash of $168,845, prepaid expenses of $4,280, and total current liabilities of $5,026.

We anticipate that we will incur the following to January 31, 2013:

-
$30,000 in connection with property option payments and claim fees under the Company’s LB/Vixen option agreement;

-
$136,000 in property exploration and drilling expenses and claim holding costs in order to meet the requirements of the Company’s property option agreement;

$53,000 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 $155,625 for the nine-months ended January 31, 2012 while it was $7,594 for the nine-months ended January 31, 2011.  The increase in cash used in operations was largely due to an increase in the net loss in 2012 to $170,495 from a net loss of $4,644 in 2011.   In addition, there was an outflow of $4,280 from an increase in prepaid expenses.  Partially offsetting the impact of the increased loss and the change in prepaid expenses was the effect of reclassifying the $20,000 initial LB/Vixen property option payment from operations to investing.

Cash flows from financing activities for 2012 and 2011 were the result of $350,000 and $12,000 respectively received from private placements.  Investing activities for the nine-months ended January 31, 2012 were the result of the write-down of the initial $20,000 property option payment on the LB/Vixen property and the payment of a $6,154 reclamation deposit to the BLM.   There were no investing activities for the nine-months ended January 31, 2011.


 
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The Company currently expects that it will need approximately $219,000 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 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

Smaller reporting companies are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of January 31, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


 
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PART II - OTHER INFORMATION

Item 1. 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 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. (Removed and Reserved)

Item 5. Other information.

None.

Item 6. Exhibits.

Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

** 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.

 
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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, thereunto duly authorized.

 
Date:   March 5, 2012
 
GRIZZLY GOLD CORP.
 
By:   /s/ Paul Strobel
       Paul Strobel
       President, Chief Executive Officer and Treasurer
       (Principal Executive, Financial, and Accounting Officer)

 
 


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