UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 10-K

_______________________________________________

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~ 2012

o 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: 001-34996

______________________________________________

SPARTAN GOLD LTD.

(Exact name of registrant as specified in its charter)

Nevada		27-3726384
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
13951 N. Scottsdale Rd., Suite 233 Scottsdale, AZ		85254
(Address of principal executive offices)		(Zip Code)

___________________________________________

Registrant’s telephone number, including area code: (480) 391-7400

Nevada			27-3726384
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

122 Fourth Avenue, Suite 103 Indialantic, FL			32903
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (480) 477-1585

_________________________________________

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

None

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

Common Stock, $.001 Par Value

(Title of class)

____________________________________________

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

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

Indicate by check mark whether the registrant (1) has 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). x Yes o 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 filer. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o 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). o Yes x No

On June 30, ~~2011~~2012, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $162,~~224~~100,~~489~~660, based upon the closing price on that date of the Common Stock of the registrant on the OTC Bulletin Board system of $20.6015. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

As of as of March 1231, ~~2012~~2013 the registrant had 3142,~~644~~085,~~658~~944 shares of its Common Stock, $0.001 par value, outstanding.

SPARTAN GOLD LTD.

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2011~~2012

TABLE OF CONTENTS

		Page
Cautionary Statement Concerning Forward-Looking Statements		3
PART I		4
Item 1.	Business.	41
Item 1A.	Risk Factors.	74
Item 1B.	Unresolved Staff Comments.	117
Item 2.	Properties.	117
Item 3.	Legal Proceedings.	117
Item 4.	Mine Safety Disclosures	117
PART II		12
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	128
Item 6.	Selected Financial Data.	139
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	139
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1713
Item 8.	Financial Statements and Supplementary Data.	1814
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	3936
Item 9A.	Controls and Procedures.	3936
Item 9B.	Other Information.	4038
PART III		41
Item 10.	Directors, Executive Officers and Corporate Governance.	4155
Item 11.	Executive Compensation.	4357
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	4458
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	4459
Item 14.	Principal Accounting Fees and Services.	4559
PART IV		46
Item 15.	Exhibits, Financial Statement Schedules.	4661
SIGNATURES		4762

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this report.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as cautionary statements, are disclosed under “Risk Factors” and elsewhere in this report, including, without limitation, in conjunction with the forward-looking statements included in this report. All forward-looking information in this report and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

3ii

PART I1

Item 1. Business

Overview

Spartan Gold Ltd. (the "Company", “Spartan”, “we”, “us” or “our”) is a U.S. based junior gold exploration company with gold exploration and development activities centered in both the Carlin-Rain and Round Mountain-Northumberland Gold Trends in Nevada. Spartan’s Poker Flats gold prospect is located within the Carlin-Rain region, and the Ziggurat gold prospect is located within the Round Mountain-Northumberland Mining District.

Each of these regions is endowed with major gold deposits operated by many of the world leaders in the mining industry. Major mining projects in the Carlin Trend are currently operated by Newmont Mining Corporation (trading on the NYSE) to the north and west of the Poker Flats prospects. Additionally, some of the major mining projects in the Round Mountain-Northumberland districts are currently operated by Barrick Gold Corporation / Kinross Gold Corporation (NYSE) and also Newmont Mining Corporation which exist in close proximity to the Ziggurat prospect. The Company also has mining interests in the northeast region of Alabama in the historical Arbacoochee Mining District. The Company is currently pursuing opportunities for several acquisition targets around the world and focusing on operational plans for current projects. The directors, management and advisers of Spartan Gold have over 90 years of combined experience in the exploration and development of global mining projects.

Spartan's commitment to asset growth and increased shareholder value will be sustained by the development of highly prospective projects, accelerated exploration activities and the acquisition of viable resources. Spartan has selected an international board of directors experienced in undertaking exploration, development and funding of numerous energy and minerals projects around the world.

Company History

Spartan Gold Ltd. was incorporated in Nevada on September 6, 2007 under the name Powergae, Inc. with the purpose of profitably constructing and operating biodiesel production facilities, establishing them in strategic locations, and selling the biodiesel through existing petroleum manufacturers and distributors. On September 24, 2009, the Company changed its name to Algoil, Inc. The central concept of Algoil, Inc. was making the production of biodiesel independent of its traditional sources such as soy bean, rape, sunflower seed or palm oil.

On May 21, 2010, the Company experienced a change in control. Magic Grace Ltd. (“Magic Grace”) acquired the majority of the issued and outstanding common stock of Algoil, Inc. in accordance with a stock purchase agreement by and between Andriy Kovalenko and Magic Grace. On the closing date, May 21, 2010, pursuant to the terms of the Stock Purchase Agreement, Magic Grace purchased from Mr. Kovalenko 14,290,000 (pre-split) shares of Company’s outstanding common stock for $187,500. In accordance with the agreement, all related party obligations were settled. Also on May 21, 2010, Real Challenge Group, Ltd. (“Real Challenge”) acquired 935,000 (pre-split) free-trading shares of the Company’s outstanding common stock in accordance with a stock purchase agreement by and between Andriy Kovalenko, as a duly authorized representative of the selling shareholders, and Real Challenge for $187,500. As a result of the change in control, the Company abandoned its original plan of developing and operating biodiesel facilities.

On July 8, 2010, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change its name to Spartan Gold Ltd. The Company ~~has~~ adopted ~~its~~a new strategic plan of gold exploration, development and mining.

On July 19, 2010, the Company's Board of Directors declared a forty-to-one forward stock split of all outstanding shares of common stock. Subsequently, on August 12, 2010, Magic Grace contributed to the treasury, and the Company retired, 9,896,250 common shares of stock (395,850,000 as adjusted for the stock split). The effect of the stock split and retirement of shares increased the number of shares of common stock outstanding from 15,225,000 to 213,150,000 as of August 12, 2010.

On October 19, 2011, the Company issued 18,952,774 shares of its common stock to Sphere Resources, Inc. (“Sphere”) in conversion of a Secured Convertible Promissory Note totaling $379,055 (including accrued interest of $4,055). As a result of the share issuance, Sphere became the majority shareholder of the Company.

On November 9, 2011, the Company's Board of Directors declared a one-for-twenty reverse stock split of all outstanding shares of common stock. The effect of the reverse stock split decreased the number of shares of common stock outstanding from 632,892,868 to 31,644,658 as of November 9, 2011.

~~Our Strategy~~1

We are currently focused on mineral exploration and development activities in the Carlin-Rain and Round Mountain-Northumberland Gold Trends in Nevada. We have options for the mineral concession rights at two projects in this region: Poker Flats and Ziggurat, both of which are located near existing operations of large mining corporations and have available mining and transportation infrastructures. Our strategy is to advance each of these projects to the drilling stage as aggressively as prudent financing will allow and to determine the presence of gold, silver or other precious mineral resources. If we are successful in doing so, we believe we can attract the attention of the existing mining companies already operating in the area or new mining companies to either enter into development agreements with us or to acquire the projects from us outright.Strategy

~~Additionally~~We are currently focused on mineral exploration and development activities in the Carlin-Rain and Round Mountain-Northumberland Gold Trends in Nevada. We have options for the mineral concession rights at two projects in this region: Poker Flats and Ziggurat, both of which are located near existing operations of large mining corporations and have available mining and transportation infrastructures. Our strategy is to advance each of these projects to the drilling stage as aggressively as prudent financing will allow and to determine the presence of gold, silver or other precious mineral resources. If we are ~~currently~~successful ~~identifying~~in ~~additional~~doing ~~acquisition~~so, ~~opportunities~~we believe we can attract the attention of the existing mining companies already operating in the area or new mining companies to either enter into development agreements with us or to acquire the projects from us outright.

4Additionally, we are currently identifying other acquisition opportunities.

Mineral Properties

Currently, we have completed two Option and Mining Claim Agreements to the mineral rights on two properties in the Carlin-Rain and Round Mountain-Northumberland Gold Trends in Nevada and own the mineral rights to one property in the northeast region of Alabama. A description of each property is summarized below:

Poker Flats Property

On December 22, 2010, we entered into an Option and Mining Claim Acquisition Agreement between Mexivada Mining Corporation (“MMC” or the “Optionor”) and Sphere Resources, Inc. (“Sphere”). The agreement was amended on March 28, 2011~~. MMC~~ is (the ~~owner of a 100% interest in 92 mining claims known as~~ “~~Poker~~First ~~Flats~~Amendment”) and ~~located~~further ~~in the Carlin Mining District in Elko County Nevada. The Optionor has agreed to grant a 70%, which was~~ amended to 75%, interest in the mineral rights free of all charges, encumbrances and claims, except for the mining lease and royalty agreements currently in existence under the following terms and conditions: (a) an initial 51% interest in the property will be earned upon incurring exploration expenditures of $500,000 on orDecember ~~before the third anniversary date of the agreement~~22, ~~all~~2011 ~~of which will be paid by the Company, and~~ (~~b) an additional 24% interest in~~ the ~~property~~“Second will be earned upon incurring additional exploration expenditures of $250,000 and completing and delivering to Optionor an industry-standard mining feasibility study on or before the fifth anniversary date of the agreementAmendment”). ~~Such additional expenditures and mining feasibility study were to be incurred and paid by Sphere. Under the amendment, the Company will be obligated to pay these additional expenditures.~~

InMMC ~~order~~is ~~to maintain~~ the ~~option,~~owner ~~the~~of ~~Company and Sphere have agreed to the following: (~~a) ~~the~~100% ~~Company~~interest in ~~will~~64 ~~paid~~lode tomining ~~Optionor~~claims ~~$25,000~~located ~~upon~~in ~~executing~~ the ~~Option~~Carlin ~~Agreement,~~Mining ~~and~~District ~~(b)~~in ~~Sphere~~Elko ~~will~~County ~~issue to Optionor 200~~Nevada,~~000~~ ~~shares~~known ofas ~~Sphere Resources, Inc. common stock within 60 days of~~ the ~~execution~~“Poker Flats” ~~of the Option Agreement and an additional 300,000 shares within 60 days of Optionee acquiring a 51% interest in the property~~Property. ~~The~~Resulting ~~amendment extended the issuance of the 150,000 shares by Sphere to 60 days~~ from the ~~execution~~Agreement ofand ~~the~~First ~~amendment~~ and ~~the~~Second ~~issuance of the 150~~Amendments,~~000~~ ~~shares by Sphere when~~ the Company ~~obtains~~has ~~a 75% in~~ the ~~mineral~~following rights. and obligations:

~~Upon~~· ~~exercise~~An ofinitial ~~the option, the Company will assume a 75~~51% interest in ~~an existing Production Royalty Agreement which requires~~ the ~~payment~~property ofwill 3%be ~~Net~~earned ~~Smelter~~upon ~~Return~~incurring ~~(“NSR”)~~exploration ~~production~~expenditures ~~royalty for any and all products that are produced from the Poker Flats mining claims to the lessor~~ of ~~the claims to MMC. The terms of the Production Royalty Agreement provide MMC the right to purchase each of the three percentage points of the NSR Production Royalty for a lump sum payment of~~ $1500,000~~,000~~ ~~per~~on ~~percent~~or atbefore ~~any time during~~ the ~~Agreement. Upon~~third ~~exercise~~anniversary date of the ~~option~~agreement, ~~the~~all ~~Company shall have the right to purchase up to 75%~~ of ~~the~~which 3%will ~~NSR~~be ~~Production~~paid ~~Royalty~~by ~~and MMC shall have~~ the ~~right to purchase up to 25% of the 3% Production Royalty.~~Company,

On· ~~March~~An ~~28,~~additional ~~2011, the Company, MMC and Sphere entered into an Amendment to the Option and Mining Claim Acquisition Agreement. This Amendment provides a) the Company retains the full 70~~24% interest in the ~~Poker~~property ~~Flats~~will ~~gold~~be ~~concession,~~earned b)upon ~~the~~incurring ~~Company will acquire an~~ additional 5%exploration ~~interest~~expenditures inof ~~the Poker Flats gold concession from MMC~~$250,000 and c)completing ~~the~~and ~~Company~~delivering ~~shall~~to ~~assume~~ the ~~responsibility~~Optionor ~~for~~an ~~the~~industry-standard ~~second phase of exploration, and the~~ mining feasibility study, ~~for~~on ~~which~~or ~~Sphere~~before ~~was previously responsible. As a result of this Amendment, when~~ the ~~Company~~fifth ~~fulfills~~anniversary ~~its~~date ~~obligations under the Option and Mining Claim Acquisition Agreement, it shall own the majority 75% interest outright, free and clear~~ of ~~all charges, encumbrances and claims, save for~~ the ~~Mining Lease and Royalties.~~agreement,

On· ~~April~~The ~~1, 2011, the~~ Company ~~entered~~has ~~into~~paid ~~a Mining Lease and Agreement (the “Agreement”) with K & K Tomera Lands, LLC, a Nevada Limited Liability Company (“Tomera”). This Mining Lease and Agreement pertains~~ to ~~the~~Optionor ~~property located within the Carlin Mining District in Elko County~~$25,000 ~~Nevada. Under~~upon ~~the~~executing ~~terms of~~ the Option Agreement, Tomera grants, lets and leases exclusively to Spartan Gold the property, together will all ores and minerals of every kind, except geothermal resources, coal and oil and gas and other hydrocarbons, water and sand and gravel, in, or under the Property, with the exclusive right to prospect and explore for, mine by any method now known or hereafter discovered, process, mill, prepare for market, store, sell, and dispose of the same; and together with all such rights-of-way and easements to the extent owned by Tomera, if any, through, over, on or appertaining to the Property. The property initially contains 1,760 net mineral acres and may be modified to increase or decrease over time at the option of the Company.

On· ~~December 22, 2011, the Company, MMC and~~ Sphere ~~entered~~has ~~into~~issued ~~an Agreement for Grant of NSR Production Royalty of its Poker Flats property. Under this Agreement, the Company granted, conveyed and assigned~~ to ~~Sphere~~Optionor ~~a two percent (2%) NSR Production Royalty~~350,000 toshares ~~be calculated in the same manner as the “Net Smelter Returns Production Royalty” defined in the Poker Flats Option Agreement, on its share~~ of ~~mineral production from the Poker Flats Property if and when there is production from the Poker Flats Property. This 2% NSR Production Royalty granted by the Company to~~ Sphere on the Company's share of production from the Poker Flats Property is in addition to the three percent (3%) NSR Production Royalty retained by the owner of the mining claims leased to Mexivada and Area of Interest defined thereinResources, ~~subject~~Inc. tocommon ~~the Poker Flats Option Agreement.~~stock,

~~The~~· ~~agreement~~Sphere ~~further~~will ~~stipulates~~issue ~~that:~~to Optionor an additional 150,000 shares of Sphere Resources, Inc. common stock when the Company obtains a 75% in the mineral rights,

a.· IfUpon ~~and~~exercise ~~when~~of the ~~Company~~option, ~~elects~~the toCompany ~~sell~~will ~~and~~assume ~~convey all or~~ a ~~portion~~75% ~~of its~~ interest in ~~the~~an ~~Poker~~existing ~~Flats~~Production ~~Property,~~Royalty ~~the~~Agreement ~~Company~~which ~~shall~~requires ~~have~~ the ~~right~~payment toof ~~purchase up to one hundred percent (100~~3%) ofNet ~~the~~Smelter ~~two~~Return ~~percent~~ (2%“NSR”) ~~NSR~~production ~~Production~~royalty ~~Royalty~~for ~~granted,~~any ~~conveyed~~ and ~~assigned~~all byproducts ~~the~~that ~~Company~~are toproduced ~~Sphere~~from onthe ~~its~~Poker ~~share~~Flats ofmining ~~production~~claims ~~from~~to the ~~Poker~~lessor ~~Flats~~of ~~Property,~~the ~~under~~claims ~~terms~~ to beMMC ~~agreed~~and ~~upon~~a by2% ~~the~~NSR ~~Company~~to ~~and~~ Sphere, ~~and~~

b.· If and when the Company elects to sell and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to ~~seventy five percent (~~75%) and MMC shall have the right to purchase up to ~~twenty five percent (~~25%) of the ~~three percent (~~3%) NSR ~~Production Royalty~~ on mineral production from the Poker Flats Property retained by the owner of the mining claims subject to the Poker Flats Option Agreement, for one million U.S. dollars (U.S. $1,000,000~~.00~~) per NSR ~~Production Royalty~~ percentage point.,

5· If and when the Company elects to sell and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to 100% of the 2% NSR granted, conveyed and assigned by the Company to Sphere on its share of production from the Poker Flats Property, under terms to be agreed upon by the Company and Sphere.

~~Poker~~On ~~Flats~~April is1, ~~located approximately 20 miles south-southwest of Elko~~2011, ~~Nevada in~~ the ~~Carlin-Rain~~Company ~~Trend. Poker~~entered ~~Flats~~into a ~~began~~Mining ~~with~~Lease ~~500~~and ~~acres~~Agreement in (the ~~Carlin~~“Agreement”) ~~region~~with ~~which~~K is& ~~home~~K toTomera ~~some~~Lands, ofLLC, ~~the~~a ~~world's~~Nevada ~~leaders~~Limited inLiability ~~the mining industry~~Company (“Tomera”). ~~Neighboring~~ ~~mining~~This ~~projects~~Mining ~~north~~Lease and ~~south~~Agreement ofpertains to the Poker Flats ~~include~~property. ~~Newmont~~Under ~~Mining~~the ~~Corporation,~~terms ~~Gold~~of ~~Standard~~the ~~Ventures~~Agreement, Tomera ~~Corporation~~grants, lets and ~~Premier~~leases ~~Gold~~exclusively ~~Mines~~to ~~Limited. The~~Spartan ~~company~~Gold ~~has~~the ~~recently~~property, ~~expanded~~together ~~Poker~~will ~~Flats~~all toores ~~3,600 acres~~ and ~~now~~minerals ~~holds~~of anevery ~~option~~kind, ~~for~~except geothermal ~~75%~~resources, ~~majority~~coal ~~ownership~~and ofoil ~~this~~and ~~project. The~~gas ~~geological~~and ~~mapping~~other ~~process~~hydrocarbons, iswater ~~under~~and ~~way~~sand and angravel, ~~updated~~in, NIor ~~43-101~~under ~~report~~the ~~was~~property, ~~completed~~with onthe exclusive ~~November~~right ~~22,~~to ~~2011. The~~prospect ~~new~~and ~~claim~~explore ~~blocks~~for, ~~and~~mine ~~private~~by ~~mineral~~any ~~rights~~method now ~~included~~known inor ~~the~~hereafter ~~Poker~~discovered, ~~Flats~~process, ~~project~~mill, ~~are~~prepare ~~surrounded~~for bymarket, store, ~~Newmont~~sell, ~~Mining~~and ~~Corporation's~~dispose ~~Emigrant~~of ~~project on~~ the ~~northern~~same; ~~border~~ and ~~several~~together ~~other~~with ~~productive~~all ~~projects~~such ~~including Newmont's Rain~~rights-~~Tess~~of-way and ~~Emigrant~~easements ~~Mines,~~to ~~Premier~~the ~~Gold~~extent ~~Mines~~owned ~~Limited's~~by ~~Saddle~~Tomera, ~~gold~~if any, ~~prospect~~through, ~~and~~over, ~~Gold~~on ~~Standard~~or ~~Ventures~~appertaining ~~Corporations'~~to ~~Railroad~~the ~~gold project~~property. The ~~Company’s~~property ~~team~~initially iscontains ~~now conducting geological mapping and analysis~~1,760 innet ~~conjunction~~mineral ~~with~~acres ~~geophysical mapping involving gravity~~ and ~~magnetic~~may ~~survey~~be ~~work. Once~~modified to ~~mapping~~increase ~~and~~or ~~interpretations~~decrease ~~are~~over ~~completed,~~time weat ~~will proceed with~~ the ~~finalization~~option of ~~an updated NI 43-101 compliant technical report encompassing~~ the ~~entire property that includes the private mineral rights to better define future drilling and exploration targets~~Company.

Additional drilling, geophysical and geological work is planned at Poker Flats by Spartan under a two-phase exploration program. Since the property is situated adjacent to other current gold mining properties such as Pinon and Railroad, and as the mineralization appears similar to those at Newmont's Emigrant and Rain Mines and at the Railroad deposit, additional exploration expenditures are justified for the Poker Flats property.2

~~The~~Poker ~~exploration~~Flats ~~goal~~is atlocated approximately 20 miles south-southwest of Elko, Nevada in the Carlin-Rain Trend. Poker Flats ~~prospect~~began with 500 acres in the Carlin region which is home to ~~identify~~some aof ~~500~~the world's leaders in the mining industry. Neighboring mining projects north and south of Poker Flats include Newmont Mining Corporation,~~000~~ Gold Standard Ventures Corporation, and Premier Gold Mines Limited. The Company expanded Poker Flats to 13,~~000~~600 acres in 2011,~~000~~ ~~ounce~~which ~~open-pit~~was ~~gold~~reduced ~~mining~~to ~~resource.~~3,040 Aacres ~~major~~in ~~mining~~October, 2012, and now holds an option for 75% majority ownership of this project. The geological mapping process is ~~currently~~under ~~being~~way ~~developed~~and an updated NI 43-101 report was completed on November 22, 2011. The new claim blocks and private mineral rights now included in the Poker Flats project are surrounded by Newmont Mining Corporation's ~~immediately~~Emigrant ~~north~~project ofon the ~~Poker~~northern ~~Flats~~border ~~prospects~~and several other productive projects including Newmont's Rain-Tess and Emigrant Mines, Premier Gold Mines Limited's Saddle gold prospect and Gold Standard Ventures Corporations' Railroad gold project. The Company’s team has completed geological mapping and analysis, in conjunction with geophysical mapping involving gravity and magnetic survey work.

~~Ziggurat~~Additional ~~Property~~geophysical, drilling and geological work is planned at Poker Flats under a two-phase exploration program. Since the property is situated adjacent to other current gold mining properties such as Pinon and Railroad, and as the mineralization appears similar to those at Newmont's Emigrant and Rain Mines and at the Railroad deposit, additional exploration expenditures are justified for the Poker Flats property.

OnThe ~~December~~exploration ~~27,~~goal ~~2010,~~at ~~we entered into an Option and Mining Claim Acquisition Agreement between MMC (~~the ~~“Optionor”)~~Poker ~~and~~Flats prospect ~~Sphere. The agreement was amended on March 28 2011. MMC~~ is ~~the owner of a 100% interest in 343 lode mining claims in Nye County, in the State of Nevada, known as the “Ziggurat” Prospect. Under the terms of the agreement, the optionor has agreed~~ to ~~grant~~identify ~~to Optionee~~ a 70%, which was amended to 75%, interest in and to the property mineral rights free and clear of all charges, encumbrances and claims under the following terms and conditions: (a) Optionee will acquire a 51% interest in the property upon incurring exploration expenditures of $1,500,000 onto or before the third anniversary date of the agreement, all of which will be paid by Spartan, and (b) Optionee will acquire an additional 24% interest in the property upon incurring additional exploration expenditures of $1,000,000 ~~and~~ounce ~~completing and delivering to Optionor an industry~~open-~~standard~~pit gold mining ~~feasibility study on or before the fifth anniversary date of the agreement~~resource. ~~Such~~ ~~additional~~A ~~expenditures~~major ~~and~~ mining ~~feasibility~~project ~~study~~is ~~were~~currently tobeing bedeveloped by ~~incurred~~Newmont ~~and~~Mining ~~paid~~Corporation byimmediately ~~Sphere. Under~~north ~~the~~of ~~amendment,~~ the ~~Company~~Poker ~~will~~Flats ~~be obligated to pay these additional expenditures~~prospects.

InZiggurat order to maintain the option, the Company was required to make the following cash payments: (a) $25,000 was paid upon execution of the agreement, (b) $35,000 was paid within 90 days of the execution of the agreement, (c) $25,000 on or before the second anniversary date of the agreement, and (d) $25,000 on or before the third anniversary date of the agreement. Additionally, Sphere shall issue to Optionor 300,000 shares of its common stock within 60 days of the execution of the Option Agreement and an additional 400,000 shares within 60 days of Optionee acquiring a 51% interest in the property. The amendment extends the issuance of the 250,000 shares by Sphere to 60 days from the execution of the amendment and the issuance of the 250,000 shares by Sphere when the Company obtains a 75% in the mineral rights.Property

On ~~March~~December 2827, ~~2011~~2010, ~~the~~we ~~Company, MMC and Sphere~~ entered into an ~~Amendment to the~~ Option and Mining Claim Acquisition Agreement~~. This~~ ~~Amendment~~between ~~provides~~MMC a) (the ~~Company retains the full 70% interest in the Ziggurat gold concession, b~~“Optionor”) ~~the Company will acquire an additional 5% interest in the Ziggurat gold concession from MMC,~~ and c)Sphere. The ~~the~~agreement ~~Company~~was ~~shall~~amended on ~~assume~~March ~~the~~28 ~~responsibility~~2011. The ~~for~~agreement ~~the~~was ~~second~~amended ~~phase~~on ofMarch ~~exploration~~28, ~~and~~2011 (the ~~mining~~“First ~~feasibility study, for which Sphere was previously responsible. As a result of this~~ Amendment,”) ~~when the Company fulfills its obligations under the Option~~ and ~~Mining~~further ~~Claim~~amended on ~~Acquisition~~December ~~Agreement~~22, it2011 ~~shall own~~ (the ~~majority~~“Second ~~75% interest outright, free and clear of all charges, encumbrances and claims~~Amendment”).

OnMMC ~~December~~is ~~22, 2011,~~ the ~~Company,~~owner ~~MMC and Sphere entered into an Agreement for Grant~~ of ~~NSR Production Royalty of its Ziggurat property. Under this Agreement, the Company grants, conveys and assigns to Sphere~~ a ~~two~~100% ~~and~~interest ~~one-half~~in 227 ~~percent~~lode ~~(2.5%)~~mining ~~NSR~~claims ~~Production~~in ~~Royalty~~Nye ~~and grants~~County, ~~conveys~~in ~~and assigns to MMC a one-half of one percent (0.5%) NSR Production Royalty on~~ the ~~Company's~~State ~~share~~ of ~~mineral~~Nevada, ~~production~~known ~~from~~as the “Ziggurat” Property. ifResulting ~~and when there is production~~ from the Agreement ~~Ziggurat Property. It is the intent~~ and ~~understanding~~First ~~of the Parties that the terms NSR Production Royalty~~ and ~~the~~Second ~~term~~Amendments, ~~Exploration Expenditures shall have~~ the ~~same~~Company ~~meanings~~has ~~and applications to~~ the ~~Ziggurat~~following ~~Property~~rights ~~as those terms are defined~~ and ~~applied in the Poker Flats Option Agreement to the Poker Flats Property, notwithstanding any other verbal conversations between the Parties.~~obligations:

~~The~~· ~~agreement~~An ~~further~~initial ~~stipulates~~51% ifinterest ~~and~~in ~~when~~ the ~~Company~~property ~~elects~~will tobe ~~sell~~earned ~~and~~upon ~~convey~~incurring ~~all~~exploration orexpenditures ~~a portion~~ of ~~its interest in the Ziggurat Property~~$1,500,000 ~~the~~on ~~Company~~or ~~shall~~before ~~have~~ the ~~right~~third toanniversary ~~purchase~~date ~~up to one hundred percent (100%)~~ of the ~~two and one-half percent (2.5%) NSR Production Royalty granted~~agreement, ~~conveyed~~all ~~and~~of ~~assigned~~which bywill ~~the Company to Sphere, under terms to~~ be ~~agreed~~paid ~~upon~~ by the ~~Parties.~~Company,

6· An additional 24% interest in the property will be earned upon incurring additional exploration expenditures of $1,000,000 and completing and delivering to the Optionor an industry-standard mining feasibility study on or before the fifth anniversary date of the agreement,

~~The~~· ~~Ziggurat gold property is located approximately 22 kilometers north of Kinross Gold Corporation and Barrick Gold Corporation’s Round Mountain and Gold Hill gold mines in Nye County, Nevada.~~ The Ziggurat property began with 1,140 acres in the prolific Round Mountain-Northumberland Trend. The neighboring Northumberland mining project is located eight kilometers to the northeast of Ziggurat, and is owned by mining industry world leader Newmont Mining Corporation. The Company has ~~recently~~paid ~~expanded Ziggurat~~ to ~~6,800~~Optionor acres and now holds an option for 75% majority ownership of this project. Previous geophysical and geological interpretations indicate that the Ziggurat property has favorable characteristics for Carlin-style gold mineralization. Since the property is situated in close proximity to other current gold mining properties such as Northumberland$25,000 ~~Gold~~upon ~~Hill,~~executing ~~and Round Mountain, and~~ the ~~geologic~~Option ~~structure and surface-mineralized host rocks appear very favorable~~Agreement, the Ziggurat property justifies additional exploration expenditures. Spartan's team is now conducting geological mapping and analysis, in conjunction with geophysical mapping involving gravity and magnetic survey work. Once mapping and interpretations are completed, Spartan will proceed with the finalization of an updated NI 43-101 compliant technical report encompassing the entire property to better define future drilling and exploration targets.

~~Additional~~· ~~drilling,~~The ~~geophysical~~Company ~~and~~has ~~geological~~paid ~~work is planned under a two-phase exploration program. Since the property is situated adjacent~~ to ~~other~~Optionor ~~current gold mining properties such as Northumberland~~$35,000 ~~Gold~~in ~~Hill~~2011, ~~and Round Mountain, and the geologic structure and surface-mineralized host rocks appear very favorable, the Ziggurat property justifies additional exploration expenditure.~~

· The ~~exploration~~Company ~~goal~~shall atpay ~~the Ziggurat prospect is~~ to ~~identify~~Optionor a$25,000 ~~multi-million~~on ~~ounce~~or ~~open-pit~~before ~~gold~~the ~~mining~~second ~~resource.~~anniversary ~~Major~~date ~~mining~~of ~~projects~~the ~~are~~Agreement ~~currently~~($5,000 ~~operated~~paid byas ~~Barrick Gold Corporation and Newmont Mining Corporation which exist both south and north~~ of ~~the~~December ~~Ziggurat prospect~~31, ~~respectively.~~2012),

~~Arbacoochee~~· ~~Gold~~The ~~Prospect~~Company shall pay to Optionor $25,000 on or before the third anniversary date of the Agreement,

On· ~~October~~Sphere ~~22,~~has ~~2010,~~issued ~~we acquired the mineral rights~~ to aOptionor ~~Gold~~550,000 ~~Prospect~~shares ~~which is a tract~~ of ~~approximately~~Sphere ~~320 acres located in close proximity to the historic Arbacoochee Gold Mining District. This Prospect contains potentially minable placer located in Cleburne County~~Resources, ~~Alabama, 9 miles southeast of the city of Heflin~~Inc. ~~The~~common property is located adjacent to the historic Gold Hill and is the central drain point for that hill. Most of the area’s historic gold production came from placer deposits near Gold Hill and Clear Creek. This property has not been worked in over 120 years. The recent price of gold has made the previously dormant properties a viable target to explore and bring online.stock,

~~The~~· ~~Company~~Sphere ~~assumed~~will anissue ~~existing~~to ~~mineral~~Optionor ~~royalty~~an ~~agreement~~additional ~~which~~250,000 ~~requires~~shares ~~the payment~~ of 6%Sphere ~~NSR~~Resources, ~~overriding~~Inc. ~~royalty~~common ~~for~~stock ~~any~~when ~~and~~the ~~all~~Company ~~precious~~obtains ~~metals~~a ~~that~~75% ~~are~~in ~~mined, processed or recovered from~~ the ~~Arbacoochee~~mineral ~~Gold Prospect to AMP.~~rights,

~~Employees~~· The Company granted a 2.5% NSR for any and all products that are produced from the Ziggurat mining claims to Sphere and a .5% NSR to MMC,

As· If and when the Company elects to sell and convey all or a portion of ~~December~~its ~~31,~~interest ~~2011~~in the Ziggurat Property, the Company ~~has~~shall ~~four~~have ~~employees~~the right to purchase up to 100% of the 2.5% NSR granted, conveyed and ~~one~~assigned ~~consultant~~by the Company to Sphere on its share of production from the Ziggurat Property, under terms to be agreed upon by the Company and Sphere.

~~Patents~~The Ziggurat property is located approximately 22 kilometers north of Kinross Gold Corporation and ~~Trademarks~~Barrick Gold Corporation’s Round Mountain and Gold Hill gold mines in Nye County, Nevada. The Ziggurat property began with 1,140 acres in the prolific Round Mountain-Northumberland Trend. The neighboring Northumberland mining project is located eight kilometers to the northeast of Ziggurat, and is owned by mining industry world leader Newmont Mining Corporation. The Company previously expanded Ziggurat to 6,860 acres in 2011, which was reduced to 4,540 acres in September 2012, and now holds an option for 75% majority ownership of this project. Previous geophysical and geological interpretations indicate that the Ziggurat property has favorable characteristics for Carlin-style gold mineralization. Since the property is situated in close proximity to other current gold mining properties such as Northumberland, Gold Hill, and Round Mountain, and the geologic structure and surface-mineralized host rocks appear very favorable, the Ziggurat property justifies additional exploration expenditures. Spartan's team has completed geological mapping and analysis, in conjunction with geophysical mapping involving gravity and magnetic survey work.

~~None~~Additional geophysical, drilling and geological work is planned under a two-phase exploration program. Since the property is situated adjacent to other current gold mining properties such as Northumberland, Gold Hill, and Round Mountain, and the geologic structure and surface-mineralized host rocks appear very favorable, the Ziggurat property justifies additional exploration expenditure.

~~Available~~The ~~Information~~exploration goal at the Ziggurat Property is to identify a multi-million ounce open-pit gold mining resource. Major mining projects are currently operated by Barrick Gold Corporation and Newmont Mining Corporation which exist both south and north of the Ziggurat Property, respectively.

All reports of the Company filed with the SEC are available free of charge through the SEC’s Web site at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.3

~~Item~~Arbacoochee ~~1A. Risk~~Gold ~~Factors~~Prospect

~~The~~On ~~following~~October ~~important~~22, ~~factors~~2010, ~~among~~we ~~others~~acquired the mineral rights to a Gold Prospect which is a tract of approximately 320 acres located in close proximity to the historic Arbacoochee Gold Mining District. This Prospect contains potentially minable placer located in Cleburne County, ~~could~~Alabama, ~~cause~~9 ~~our~~miles ~~actual~~southeast ~~operating~~of ~~results~~the city of Heflin. The property is located adjacent to ~~differ~~the ~~materially~~historic Gold Hill and is the central drain point for that hill. Most of the area’s historic gold production came from ~~those~~placer ~~indicated~~deposits ornear ~~suggested~~Gold byHill ~~forward-looking~~and ~~statements~~Clear ~~made~~Creek. This property has not been worked in ~~this~~over ~~Form~~120 ~~10-K~~years. orThe ~~presented~~recent ~~elsewhere~~price byof ~~management~~gold ~~from~~has ~~time~~made the previously dormant properties a viable target to ~~time~~explore and bring online.

~~There~~The isCompany ~~substantial~~assumed ~~doubt~~an ~~about~~existing mineral royalty agreement which requires the ~~Company’s~~payment ~~ability~~of to6% ~~continue~~NSR asoverriding aroyalty ~~going~~for ~~concern~~any and all precious metals that are mined, processed or recovered from the Arbacoochee Gold Prospect to AMP.

Our auditor's report on our 2011 consolidated financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing concern. Because obtaining investment capital in not certain, or that our officers and directors may be unable or unwilling to loan or advance any additional capital to the Company, we may not have the funds necessary to continue our operations. See "December 31, 2011 Audited Financial Statements."Employees

WeAs ~~have~~of aDecember ~~limited~~31, ~~operating~~2012, ~~history and are still in~~ the ~~exploration~~Company ~~stage~~has five employees.

WePatents ~~have only entered the field of precious metals exploration~~ and mining within the past eighteen months, making it difficult to judge our prospects. As an exploration stage company, we face all the risks inherent in a new business, including the expenses, difficulties, complications and delays frequently encountered in connection with commencing new operations, including capital requirements and management’s potential underestimation of initial and ongoing costs. We face the risk that we may not be able to effectively implement our business plan. If we are not effective in addressing these risks, we may not develop a viable business or may not operate profitably. As a start-up company, we expect to incur significant operating losses for the near future, and there can be no assurance that we will be able to generate significant revenues or that any revenues generated will be sufficient for us to become profitable or thereafter maintain profitability.Trademarks

7None.

IfAvailable ~~our strategy is unsuccessful, we will not be profitable and our stockholders could lose their investment.~~Information

~~There~~All isreports noof ~~guarantee~~the ~~that~~Company ~~our~~filed ~~strategy~~with ~~for~~the SEC ~~obtaining~~are oravailable ~~developing~~free ~~our~~of ~~assets~~charge ~~will~~through bethe ~~successful~~SEC’s orWeb ~~that~~site ifat ~~successfully~~www.sec.gov. ~~developed~~In addition, ~~will~~the ~~result~~public inmay ~~the~~read ~~Company~~and ~~becoming~~copy ~~profitable. If~~materials filed ~~our~~by ~~strategy~~the isCompany ~~unsuccessful,~~at wethe ~~may~~SEC’s ~~fail~~Public toReference ~~meet~~Room ~~our~~located ~~objectives~~at ~~and~~100 ~~not~~F ~~realize~~Street, ~~the~~N.E., ~~revenues~~Washington, orD.C. ~~profits~~20549. ~~from~~The ~~the~~public may ~~business~~also weobtain ~~pursue~~additional ~~that~~information ~~may~~on ~~cause~~ the ~~value~~operation of the ~~Company~~Public toReference ~~decrease,~~Room ~~thereby~~by ~~potentially~~calling ~~causing~~the ~~our~~Commission ~~stockholders~~at ~~to lose their investment~~1-800-SEC-0330.

WeItem ~~have~~1A. ~~not~~Risk paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends.Factors

WeThe ~~have~~following ~~not~~important ~~paid~~factors ~~any~~among ~~cash~~others, could ~~dividends~~cause on our ~~common~~actual ~~stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the~~ operating results ~~and capital needs of the business, it is anticipated that any earnings will be retained~~ to ~~finance~~differ ~~our~~materially ~~future~~from ~~expansion.~~those Asindicated weor ~~have~~suggested noby ~~plans~~forward-looking tostatements ~~issue cash dividends~~ made in ~~the~~this ~~future,~~Form ~~our~~10-K ~~common~~or ~~stock~~presented ~~could~~elsewhere beby ~~less~~management ~~desirable~~from totime ~~other investors and as a result, the value of our common stock may decline, or fail~~ to ~~reach the valuations of other similarly situated companies who have historically paid cash dividends in the past~~time.

ItThere is ~~more~~substantial ~~difficult~~doubt ~~for~~about the ~~our~~Company’s ~~shareholders~~ability to ~~sell~~continue ~~their~~as ~~shares~~a ~~because~~going ~~we are not, and may never be, eligible for NASDAQ or any national stock exchange~~concern.

WeOur ~~are~~auditor's ~~not~~report ~~presently,~~on ~~nor~~our is2012 itconsolidated financial ~~likely~~statements ~~that~~expresses ~~for~~an ~~the~~opinion ~~foreseeable~~that ~~future~~substantial wedoubt ~~will~~exists ~~be,~~as ~~eligible~~to ~~for~~whether ~~inclusion~~we incan ~~NASDAQ~~continue oras ~~for~~an ~~listing~~ongoing ~~on any United States national stock exchange~~concern. To beBecause obtaining ~~eligible~~investment tocapital ~~be included~~ in ~~NASDAQ, a company is required to have~~ not ~~less than $4~~certain,~~000,000~~ inor ~~net~~that ~~tangible~~our ~~assets,~~officers ~~a public float with a market value of not less than $5,000,000,~~ and adirectors ~~minimum~~may ~~bid~~be ~~price~~unable ofor ~~$4.00~~unwilling ~~per share. At the present time, we are unable~~ to ~~state~~loan ~~when,~~or ifadvance ~~ever,~~any additional wecapital ~~will meet the NASDAQ application standards. Unless we are able~~ to ~~increase our net worth and market valuation substantially, either through~~ the ~~accumulation of surplus out of earned income or successful capital raising financing activities~~Company, we ~~will~~may ~~never~~not behave ~~able to meet~~ the ~~eligibility~~funds ~~requirements~~necessary ofto ~~NASDAQ. As~~continue ~~a result, it will more difficult for holders of~~ our ~~common~~operations. ~~stock~~See to"December ~~resell their shares to third parties or otherwise~~31, ~~which~~2012 Audited ~~could~~Financial ~~have a material adverse effect on the liquidity and market price of our common stock~~Statements."

~~Although~~We ~~the~~have ~~our~~a ~~Common~~limited ~~Stock~~operating ishistory ~~currently~~and ~~traded~~are onstill ~~the~~in ~~OTC Bulletin Board, there is no assurance any public market for our Common Stock will continue. There is also no assurance as to~~ the exploration ~~depth or liquidity of any such market or the prices at which holders may be able to sell the Shares~~stage. ~~An investment in these Shares may be totally illiquid and investors may not be able to liquidate their investment readily or at all when they need or desire to sell.~~

We ~~will~~have ~~need~~only ~~significant~~entered ~~additional~~the ~~capital~~field of precious metals exploration and mining within the past eighteen months, ~~which~~making it difficult to judge our prospects. As an exploration stage company, we face all the risks inherent in a new business, including the expenses, difficulties, complications and delays frequently encountered in connection with commencing new operations, including capital requirements and management’s potential underestimation of initial and ongoing costs. We face the risk that we may not be ~~unable~~able to ~~obtain~~effectively implement our business plan. If we are not effective in addressing these risks, we may not develop a viable business or may not operate profitably. As a start-up company, we expect to incur significant operating losses for the near future, and there can be no assurance that we will be able to generate significant revenues or that any revenues generated will be sufficient for us to become profitable or thereafter maintain profitability.

~~The~~If ~~Company’s~~our ~~capital~~strategy ~~requirements~~is inunsuccessful, we ~~connection with its development activities and transition to commercial operations have been and~~ will ~~continue to be significant. The funds raised in future Offerings may~~ not be ~~sufficient~~profitable ~~to develop commercial operations,~~ and ~~we will require additional funds to continue acquisition, development and testing, and to commercialize~~ our ~~physical~~stockholders ~~assets. There can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. Any future financing that may occur~~ could belose attheir ~~a price that significantly dilutes the shareholders of the Company at that time~~investment.

~~Volatility~~There is no guarantee that our strategy for obtaining or developing our assets will be successful or that if successfully developed, will result in the Company becoming profitable. If our strategy is unsuccessful, we may fail to meet our objectives and not realize the revenues or profits from the business we pursue that may cause the value of ~~stock~~the ~~prices~~Company to decrease, thereby potentially causing our stockholders to lose their investment.

InWe ~~the~~have ~~event~~not apaid ~~public~~any ~~market~~cash ~~continues~~dividends in ~~for~~the ~~our~~past ~~Common Stock, market prices will be influenced by many factors,~~ and ~~will~~have beno ~~subject~~plans to ~~significant~~issue ~~fluctuation~~cash individends ~~response to variations~~ in ~~operating results of~~ the ~~Company~~future, ~~and~~which ~~other~~could ~~factors~~cause ~~such~~the asvalue ~~investor perceptions~~ of ~~the~~our ~~Company,~~common ~~supply~~stock ~~and demand, interest rates, general economic conditions and those specific~~ to ~~the~~have ~~industry,~~a lower ~~developments~~value ~~with~~than ~~regard~~other tosimilar ~~the~~companies ~~Company's~~which ~~activities,~~do ~~future~~pay ~~financial~~cash ~~condition and management~~dividends.

We ~~may~~have not bepaid ~~able~~any cash dividends on our common stock to ~~effectively~~date ~~control~~and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and ~~manage~~capital needs of the business, it is anticipated that any earnings will be retained to finance our ~~growth~~future expansion. As we have no plans to issue cash dividends in the future, ~~which~~our ~~would~~common stock ~~negatively~~could ~~impact~~be less desirable to other investors and as a result, the value of our ~~operations~~common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.

If the Company’s business and markets grow and develop, it will be necessary for us to finance and manage expansion in an orderly fashion. We may face challenges in managing and expanding our business and in integrating any acquired businesses with our own. Such eventualities will increase demands on our existing management, workforce and facilities. Failure to satisfy increased demands could interrupt or adversely affect our operations and cause administrative inefficiencies.4

WeIt ~~may~~is bemore ~~unable~~difficult for our shareholders to ~~successfully~~sell ~~execute~~their ~~any~~shares ofbecause ~~our~~we ~~identified~~are ~~business~~not, ~~opportunities~~and ormay ~~other~~never ~~business~~be, ~~opportunities~~eligible ~~that~~for weNASDAQ ~~determine~~or toany ~~pursue~~national stock exchange.

We ~~currently~~are not presently, nor is it likely that for the foreseeable future we will be, eligible for inclusion in NASDAQ or for listing on any United States national stock exchange. To be eligible to be included in NASDAQ, a company is required to have not less than $4,000,000 in net tangible assets, a ~~limited~~public ~~operational~~float ~~infrastructure~~with a market value of not less than $5,000,000, and a minimum bid price of $4. In00 ~~order~~per share. At the present time, we are unable to ~~pursue~~state ~~business~~when, ~~opportunities~~if ever, we will ~~need~~meet tothe ~~build~~NASDAQ application standards. Unless we are able to increase our ~~infrastructure~~net worth and ~~operational~~market ~~capabilities. Our~~valuation ~~ability~~substantially, toeither dothrough ~~any~~the accumulation of ~~these~~surplus ~~successfully~~out ~~could~~of earned income or successful capital raising financing activities, we will never be ~~affected~~able byto ~~any~~meet ~~one~~the oreligibility ~~more~~requirements of ~~the~~NASDAQ. As ~~following~~a ~~factors~~result, it ~~among~~will ~~others,~~more difficult for holders of our ~~ability~~common stock to: resell their shares to third parties or otherwise, which could have a material adverse effect on the liquidity and market price of our common stock.

●Although ~~raise~~the ~~substantial~~our ~~additional~~Common ~~capital~~Stock tois ~~fund~~currently traded on the ~~implementation~~OTC ofBulletin ~~our~~Board, ~~business~~there ~~plan;~~is ●no ~~execute~~assurance ~~our~~any ~~business~~public ~~strategy;~~market ●for ~~manage~~our ~~the~~Common ~~expansion~~Stock ofwill ~~our~~continue. ~~operations~~There ~~and~~is ~~any~~also ~~acquisitions~~no assurance weas ~~may~~to ~~make,~~the ~~which~~depth ~~could~~or ~~result~~liquidity inof ~~increased~~any ~~costs,~~such ~~high~~market ~~employee turnover~~ or ~~damage~~the toprices ~~customer~~at ~~relationships;~~which ●holders ~~attract~~may ~~and~~be ~~retain~~able ~~qualified~~to ~~personnel;~~sell ●the ~~manage~~Shares. ~~our~~An ~~third-party~~investment in ~~relationships~~these ~~effectively;~~Shares ~~and~~may ●be ~~Accurately~~totally ~~predict~~illiquid and ~~respond~~investors tomay ~~the~~not ~~rapid~~be ~~technological~~able ~~changes~~to inliquidate ~~our~~their ~~industry~~investment ~~and~~readily ~~the~~or ~~evolving~~at ~~demands~~all ofwhen ~~the~~they need ~~markets~~or wedesire ~~serve~~to sell.

8We will need significant additional capital, which we may be unable to obtain.

The Company’s ~~failure~~capital torequirements in ~~adequately~~connection ~~address~~with ~~any~~its ~~one~~development oractivities ~~more~~and oftransition ~~the~~to ~~above~~commercial ~~factors~~operations ~~could~~ have abeen and will continue to be significant. The ~~impact~~funds onraised ~~its~~in ~~ability~~future Offerings may not be sufficient to ~~implement~~develop ~~its~~commercial ~~business~~operations, ~~plan~~and we will require additional funds to continue acquisition, development and ~~its~~testing, ~~ability~~and to ~~pursue~~commercialize ~~other~~our ~~opportunities~~physical assets. There can be no assurance that ~~arise~~financing will be available in amounts or on terms acceptable to the Company, if at all. Any future financing that may occur could be at a price that significantly dilutes the shareholders of the Company at that time.

~~Competition~~Volatility of stock prices

In the ~~United~~event ~~States,~~a ~~there~~public ~~are~~market ~~numerous~~continues for ~~mining~~our ~~and~~Common ~~exploration companies~~Stock, ~~both~~market ~~big~~prices ~~and small. All of these mining companies are seeking properties of merit and funds. We~~ will ~~have~~be toinfluenced ~~compete~~by ~~against~~many ~~such companies to acquire the funds to develop our mineral claims. The availability of funds for exploration is sometimes limited~~factors, and ~~we may find it difficult to compete with larger and more well-known companies for capital. Even though we have the right to the minerals on our claims, there is no guarantee we~~ will be ~~able~~subject to ~~raise~~significant ~~sufficient~~fluctuation ~~funds~~ in ~~the future~~ response to ~~maintain~~variations ~~our mineral claims~~ in ~~good~~operating ~~standing.~~results ~~Therefore,~~of if the Company ~~does not have sufficient funds for exploration, its claims might lapse~~ and ~~be staked by~~ other ~~mining~~factors ~~interests.~~such Weas ~~might~~investor beperceptions ~~forced~~of ~~to seek a joint venture partner to assist in~~ the ~~exploration of our mineral claims. In this case~~Company, ~~there~~supply ~~is the possibility that we might not be able to pay our proportionate share of the exploration costs~~ and ~~might be diluted to an insignificant carried~~ demand, interest~~. Even~~ ~~when a commercial viable ore body is discovered~~rates, ~~there~~general iseconomic noconditions ~~guarantee~~and ~~competition~~those inspecific ~~refining~~to the ~~ore~~industry, ~~will~~developments ~~not exist. Other companies may have long-term contracts~~ with ~~refining~~regard ~~companies, thereby inhibiting our ability~~ to ~~process our ore and eventually market it. The exploration business is highly competitive and highly fragmented, dominated by both large and small mining companies. Success will largely depend on~~ the Company’'s ~~ability~~activities, future tofinancial ~~attract~~condition ~~talent from the mining field~~ and ~~its ability to fund its operations~~management. ~~There is no assurance that our mineral expansion plans will be realized.~~

~~Limited~~We ~~liability~~may ofnot ~~Directors~~be able to effectively control and ~~Officers~~manage our growth, which would negatively impact our operations.

~~The~~If the Company’s ~~has~~business ~~adopted provisions to its Articles of Incorporation~~ and ~~Bylaws~~markets grow ~~which limit the liability of its Officers~~ and ~~Directors~~develop, ~~and~~it ~~provide~~will ~~for~~be ~~indemnification~~necessary byfor ~~the~~us ~~Company~~to offinance ~~its Officers~~ and ~~Directors~~manage toexpansion ~~the~~in ~~full~~an ~~extent~~orderly ~~permitted~~fashion. byWe ~~Nevada~~may ~~corporate~~face ~~law,~~challenges ~~which~~in managing ~~generally~~and ~~provides~~expanding ~~that~~our ~~its~~business ~~officers~~ and directors shall have no personal liability to the Company or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in ~~good~~integrating ~~faith~~any oracquired ~~which~~businesses ~~involve~~with ~~intentional~~our ~~misconduct~~own. orSuch ~~knowing~~eventualities ~~violation~~will ofincrease ~~law,~~demands on ~~acts~~our ~~involving~~existing ~~unlawful payment of dividends or unlawful stock purchases or redemptions~~management, orworkforce ~~any~~and ~~transaction from which a director derives an improper personal benefit~~facilities. ~~Such~~ ~~provisions~~Failure ~~substantially limit the shareholder's ability~~ to ~~hold~~satisfy ~~officers~~increased ~~and~~demands ~~directors~~could ~~liable~~interrupt ~~for~~or ~~breaches~~adversely ofaffect our ~~fiduciary~~operations ~~duty,~~ and ~~may~~cause ~~require~~administrative ~~the Company to indemnify its officers and directors~~inefficiencies.

~~Our~~We ~~operations~~may ~~are~~be ~~subject~~unable to ~~various~~successfully execute ~~government~~any ~~regulations~~of our identified business opportunities or other business opportunities that we determine to pursue.

~~The~~We ~~research,~~currently ~~development,~~have ~~distribution,~~a ~~marketing~~limited ~~and~~operational infrastructure. ~~selling~~In oforder ~~our~~to ~~products~~pursue isbusiness ~~subject~~opportunities, towe ~~regulation~~will byneed ~~governmental~~to ~~regulatory~~build ~~authorities. Failure~~our toinfrastructure ~~comply~~and ~~with~~operational ~~regulatory~~capabilities. Our ~~requirements~~ability ~~could~~to ~~subject~~do ~~the~~any ~~Company~~of tothese ~~regulatory~~successfully orcould ~~judicial~~be ~~enforcement~~affected ~~actions,~~by ~~including,~~any ~~but~~one ~~not~~or ~~limited~~more ~~to,~~of ~~seizures,~~the ~~injunctions,~~following ~~civil penalties~~factors, ~~criminal~~among ~~prosecution~~others, ~~refusals~~our ability to ~~approve new exploration and development and suspensions and withdrawals of existing approvals.~~:

We· ~~must~~raise ~~comply~~substantial ~~with~~additional ~~various~~capital ~~government and environmental regulations. We also must comply with assurances guarding endangered, threatened or candidate fish, wildlife, plants or habitat. Should we be unable~~ to ~~effectively~~fund ~~comply with these regulations,~~ the ~~results~~implementation of ~~the~~our ~~Company’s~~business ~~operations could be adversely affected.~~plan;

~~Government~~· ~~Regulations~~execute our business strategy;

We· ~~are~~manage ~~committed~~the toexpansion ~~complying~~of ~~with, and, to~~ our ~~knowledge,~~operations ~~are in compliance, with all governmental~~ and ~~environmental~~any ~~regulations.~~acquisitions ~~Permits~~we ~~from~~may amake, ~~variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to~~ which ~~future legislation and regulation~~ could ~~cause~~result ~~additional~~in ~~expense,~~increased ~~capital expenditures~~costs, ~~restrictions,~~high ~~and~~employee ~~delays~~turnover inor ~~the~~damage ~~exploration~~to ofcustomer ~~our properties.~~relationships;

~~Our~~· ~~activities~~attract ~~are not only subject to extensive federal, state,~~ and ~~local~~retain ~~regulations~~qualified controlling the mining of, and exploration for, mineral properties, but also the possible effects of such activities upon the environment. Future legislation and regulations could cause additional expense, capital expenditures, restrictions, and delays in the exploration of our properties, the extent of which cannot be predicted. Permits may also be required from a variety of regulatory authorities for many aspects of mine operation and reclamation. In the context of environmental permitting, including the approval of reclamation plans, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. We are not presently aware of any specific material environmental constraint affecting its properties that would preclude the economic development or operation of any specific property. It is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of our proposed exploration operationspersonnel; costs associated with minimizing surface impact; water treatment and protection; reclamation activities, including rehabilitation of various sites; on-going efforts at alleviating the mining impact on wildlife; and permits or bonds as may be required to ensure the Company’s compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide not to proceed with exploration on any of its mineral properties. We are prepared to engage professionals, if necessary, to ensure regulatory compliance, but in the near term we expect the activities to require minimal regulatory oversight.

9· manage our third-party relationships effectively; and

If· ~~the~~Accurately ~~Company~~predict ~~decides~~and respond to ~~operate~~the ~~internationally,~~rapid ~~there~~technological ~~are~~changes ~~risks~~in ~~which~~our ~~could~~industry ~~adversely~~and ~~affect~~the ~~operating~~evolving ~~results~~demands of the markets we serve.

~~Currently,~~The weCompany’s ~~have~~failure noto ~~projects,~~adequately address ~~projections~~any one or ~~foreign~~more ~~interest~~of ~~involving international operations. However,~~ the ~~Company~~above ~~may~~factors incould ~~the~~have ~~future,~~a ~~given~~significant ~~the~~impact ~~opportunity,~~on ~~decide~~its ability to ~~pursue~~implement ~~projects,~~its business, orplan ~~otherwise~~and its ~~conduct~~ability ~~operations internationally. Doing business in foreign countries does subject the Company~~ to ~~additional~~pursue ~~risks,~~other ~~any~~opportunities ofthat ~~which may adversely impact future operating results, including:~~arise.

● international political, economic and legal conditions; ● our ability to comply with foreign regulations and/or laws affecting operations and projects; ● difficulties in attracting and retaining staff and business partners to operate internationally; ● language and cultural barriers; ● seasonal reductions in business activities and operations in the countries where our international projects are located; ● integration of foreign operations; ● potential adverse tax consequences; and ● potential foreign currency fluctuations.Competition

~~Factors~~In ~~beyond~~the United States, there are numerous mining and exploration companies, both big and small. All of these mining companies are seeking properties of merit and funds. We will have to compete against such companies to acquire the ~~control~~funds to develop our mineral claims. The availability of funds for exploration is sometimes limited, and we may find it difficult to compete with larger and more well-known companies for capital. Even though we have the right to the minerals on our claims, there is no guarantee we will be able to raise sufficient funds in the future to maintain our mineral claims in good standing. Therefore, if the Company does not have sufficient funds for exploration, its claims might lapse and be staked by other mining interests. We might be forced to seek a joint venture partner to assist in the exploration of our mineral claims. In this case, there is the possibility that we might not be able to pay our proportionate share of the exploration costs and might be diluted to an insignificant carried interest. Even when a commercial viable ore body is discovered, there is no guarantee competition in refining the ore will not exist. Other companies may have long-term contracts with refining companies, thereby inhibiting our ability to process our ore and eventually market it. The exploration business is highly competitive and highly fragmented, dominated by both large and small mining companies. Success will largely depend on the Company’s ability to attract talent from the mining field and its ability to fund its operations. There is no assurance that our mineral expansion plans will be realized.

Projects for the acquisition and development of the Company’s products are subject to many factors, which are outside our control. These factors include general economic conditions in North America and worldwide (such as recession, inflation, unemployment, and interest rates), proximities to utilities and transportation, shortages of labor and materials and skilled craftsmen and price of materials and competitive products and the regulation by federal and state governmental authorities.5

~~Lack~~Limited liability of ~~diversification~~Directors and Officers.

~~Because~~The Company has adopted provisions to its Articles of Incorporation and Bylaws which limit the ~~limited~~liability ~~financial~~of ~~resources~~its Officers and Directors, and provide for indemnification by the Company of its Officers and Directors to the full extent permitted by Nevada corporate law, which generally provides that its officers and directors shall have no personal liability to the Company ~~has~~or its stockholders for monetary damages for breaches of their fiduciary duties as directors, weexcept dofor breaches of their duties of loyalty, acts or omissions not ~~currently~~in ~~intend~~good tofaith ~~diversify~~or ~~our~~which involve ~~operations. Our~~intentional ~~inability~~misconduct toor ~~diversify~~knowing ~~our~~violation ~~activities~~of ~~into~~law, ~~more~~acts ~~than~~involving ~~one~~unlawful ~~area~~payment ~~will~~of ~~subject~~dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit the ~~Company~~shareholder's ability to ~~economic~~hold ~~fluctuations~~officers and ~~therefore~~directors ~~increase~~liable ~~the~~for ~~risks~~breaches ~~associated~~of ~~with~~fiduciary duty, and may require the Company’s ~~operations~~to indemnify its officers and directors.

IfOur weoperations ~~borrow~~are ~~money~~subject ~~using the Company’s assets as collateral, our shareholders could lose all of their investment, if the collateral was~~ to bevarious government ~~foreclosed~~regulations.

WeThe ~~may~~research, ~~borrow~~development, ~~money~~distribution, marketing ~~secured~~and byselling ~~the~~of ~~Company’s~~our ~~assets~~products asis ~~collateral. The~~subject ~~terms~~to ofregulation ~~the~~by ~~loan~~governmental ~~and~~regulatory ~~the~~authorities. ~~payments~~Failure ~~required~~ to becomply ~~made~~with ~~under~~regulatory requirements ~~the~~could ~~loan~~subject ~~documents may reduce~~ the ~~return that the~~ Company ~~may otherwise generate. Should we fail~~ to ~~satisfy~~regulatory ~~the~~or ~~terms~~judicial ofenforcement ~~any~~actions, ~~loan~~including, ~~the~~but ~~Company~~not ~~assets~~limited ~~pledged~~ to, ~~secure~~seizures, injunctions, ~~such~~civil ~~loan~~penalties, ~~may~~criminal beprosecution, atrefusals ~~risk~~ to ~~foreclosure~~approve ornew ~~other~~exploration ~~similar~~and ~~process~~development toand ~~satisfy~~suspensions ~~the~~and ~~amount~~withdrawals of ~~borrowed~~existing ~~for the loan~~approvals.

~~Future~~We ~~changes~~must incomply ~~financial~~with ~~accounting~~various ~~standards~~ government and ~~other~~environmental ~~applicable~~ regulations. byWe ~~various~~also ~~governmental~~must ~~regulatory~~comply ~~agencies~~with ~~may~~assurances ~~cause~~guarding ~~lower~~endangered, ~~than~~threatened ~~expected~~or ~~operating~~candidate ~~results~~fish, ~~and~~wildlife, plants ~~affect~~or ~~our~~habitat. ~~reported~~Should we be unable to effectively comply with these regulations, the results of the Company’s operations could be adversely affected.

~~Changes~~Government in accounting standards and their application may have a significant effect on our reported results on a going forward basis and may also affect the recording and disclosure of previously reported transactions. New standards have occurred and will continue to occur in the future. For example, in December 2004, the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 “Compensation, Stock Compensation” (“Topic No. 718”) became effective which requires us to expense stock options at fair value effective January 1, 2006. Under Topic No. 718, the recognition of compensation expense for the fair value of stock options reduces our reported net income and net income per share subsequent to implementation; however, this accounting change will not have any impact on the cash flows of our business. Under the prior rules, expensing of the fair value of the stock options was not required. Any future issuances of stock options will cause additional compensation expense to be recognized. As of December 31, 2011, there are no outstanding stock options.Regulations

~~The~~We ~~Sarbanes-Oxley~~are ~~Act~~committed ofto ~~2002~~complying with, and, to ~~various~~our ~~new~~knowledge, ~~rules~~are ~~subsequently~~in ~~implemented~~compliance, bywith ~~the~~all ~~Securities~~governmental and ~~Exchange~~environmental ~~Commission~~regulations. ~~(“SEC”)~~Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the ~~NASDAQ~~extent ~~National~~to ~~Market~~which ~~have~~future ~~imposed~~legislation and regulation could cause additional ~~reporting~~expense, capital expenditures, restrictions, and ~~corporate~~delays ~~governance~~in ~~practices~~the onexploration ~~public~~of ~~companies~~our properties.

InOur ~~addition,~~activities ifare ~~we do~~ not ~~adequately~~only ~~continue~~subject to extensive ~~comply~~federal, ~~with~~state, and local regulations controlling the ~~requirements~~mining of, ~~Section 404~~and exploration for, mineral properties, but also the possible effects of such activities upon the ~~Sarbanes-Oxley~~environment. ~~Act~~Future legislation and regulations could cause additional expense, capital expenditures, restrictions, and delays in the ~~future~~exploration of our properties, wethe ~~may~~extent ~~not~~of which cannot be ~~able~~predicted. toPermits ~~accurately~~may also ~~report~~be ~~our~~required ~~financial~~from ~~results~~a orvariety ~~prevent~~of ~~error~~regulatory orauthorities ~~fraud~~for many aspects of mine operation and reclamation. In the context of environmental permitting, ~~which~~including ~~may~~the ~~result~~approval inof ~~sanctions~~reclamation plans, we must comply with known standards, existing laws, and regulations that may entail greater or ~~investigation~~lesser costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are implemented by ~~regulatory~~the ~~authorities,~~permitting ~~such~~authority. asWe are not presently aware of any specific material environmental constraint affecting its properties that would preclude the ~~SEC~~economic development or operation of any specific property. ~~Any~~It ~~such~~is ~~action~~reasonable to ~~could~~expect ~~harm~~that compliance with environmental regulations will increase our ~~business~~costs. Such compliance may include feasibility studies on the surface impact of our proposed exploration operations; costs associated with minimizing surface impact; water treatment and protection; reclamation activities, ~~financial~~including ~~results~~rehabilitation of various sites; on-going efforts at alleviating the mining impact on wildlife; and permits or ~~investors~~bonds as may be required to ensure the Company’s ~~confidence~~compliance inwith ~~our~~applicable ~~company,~~regulations. It is possible that the costs and delays associated with such compliance could ~~cause~~become ~~our~~so ~~stock~~prohibitive ~~price~~that we may decide not to ~~fall~~proceed with exploration on any of its mineral properties. We are prepared to engage professionals, if necessary, to ensure regulatory compliance, but in the near term we expect the activities to require minimal regulatory oversight.

10If the Company decides to operate internationally, there are risks which could adversely affect operating results.

~~Item~~Currently, 1Bwe have no projects, projections or foreign interest involving international operations. ~~Unresolved~~However, ~~Staff~~the ~~Comments~~Company may in the future, given the opportunity, decide to pursue projects, business, or otherwise conduct operations internationally. Doing business in foreign countries does subject the Company to additional risks, any of which may adversely impact future operating results, including:

~~None.~~· international political, economic and legal conditions;

~~Item~~· ~~2. Properties~~our ability to comply with foreign regulations and/or laws affecting operations and projects;

~~The~~· ~~Company’s~~difficulties ~~principal~~in ~~offices~~attracting ~~are located at 13951 N. Scottsdale Rd, Suite 233, Scottsdale, AZ 85254. This office space is used by the Company’s executive management team~~ and isretaining ~~approximately~~staff ~~2,200 square feet. The office space is leased for approximately $2,700 per month on a one year term expiring February 28, 2013~~ and ~~includes~~business apartners ~~one~~to ~~year~~operate ~~renewal option at the same rate. The Company believes that the current facilities are suitable for its current needs.~~internationally;

~~Item.~~· ~~3. Legal~~language ~~Proceedings~~and cultural barriers;

~~None.~~· seasonal reductions in business activities and operations in the countries where our international projects are located;

~~Item.~~· ~~4. Mine~~integration ~~Safety~~of ~~Disclosures~~foreign operations;

As· ~~the~~potential ~~Company~~adverse istax ~~its~~consequences; ~~exploration stage, no mining activities have occurred as of the date of this report. Therefore, this item is not applicable.~~and

11· potential foreign currency fluctuations.

~~PART II~~6

~~Item~~Factors ~~5. Market~~beyond ~~for~~the ~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases~~ control of ~~Equity~~the ~~Securities~~Company.

~~Market~~Projects ~~Information~~for the acquisition and development of the Company’s products are subject to many factors, which are outside our control. These factors include general economic conditions in North America and worldwide (such as recession, inflation, unemployment, and interest rates), proximities to utilities and transportation, shortages of labor and materials and skilled craftsmen and price of materials and competitive products and the regulation by federal and state governmental authorities.

AsLack ~~the Company is a “smaller reporting company,” it is not required to provide the performance graph required in paragraph (e)~~ of ~~Item 201.~~diversification

WeBecause ~~have one class~~ of ~~securities,~~the ~~Common~~limited ~~Voting~~financial ~~Equity~~resources that ~~Shares~~the ~~("Common~~Company ~~Stock").~~has, ~~Our~~we ~~common~~do ~~stock~~not is currently ~~traded~~intend onto ~~the~~diversify ~~Over~~our ~~the~~operations. ~~Counter~~Our ~~Bulletin~~inability ~~Board~~to ~~(“OTCBB”)~~diversify ~~under~~our ~~the~~activities ~~symbol~~into ~~"SPAG.QB". As~~more than ofone ~~December~~area ~~31,~~will ~~2011,~~subject the Company’s ~~common~~to ~~stock~~economic ~~was~~fluctuations ~~held~~and bytherefore ~~133~~increase ~~shareholders~~the ofrisks ~~record,~~associated ~~which~~with ~~does~~the ~~not include shares that are held in street or nominee name~~Company’s operations.

~~The~~If ~~Company’s~~we ~~shares~~borrow ~~commenced~~money ~~trading~~using onthe orCompany’s assets ~~about~~as ~~October 19~~collateral, ~~2010. The~~our ~~closing~~shareholders ~~share~~could ~~prices~~lose ~~presented~~all ~~below~~of ~~represent~~their ~~prices~~investment, ~~between~~if ~~broker-dealers~~the ~~and~~collateral dowas ~~not include retail mark-ups and mark-downs or any commission~~ to ~~the~~be ~~dealer and have been adjusted for the one-for-twenty reverse stock split which occurred on November 9, 2011~~foreclosed. ~~The~~ ~~following chart is indicative of the fluctuations in the stock prices:~~

	For the Year Ended December 31, 2011				For the Year Ended December 31, 2010
	High		Low		High		Low
First Quarter	$	20.00	$	9.94	$	-	$	-
Second Quarter	$	18.00	$	2.00	$	-	$	-
Third Quarter	$	3.20	$	1.60	$	-	$	-
Fourth Quarter	$	2.38	$	1.00	$	10.00	$	3.00

We may borrow money secured by the Company’s assets as collateral. The terms of the loan and the payments required to be made under the loan documents may reduce the return that the Company may otherwise generate. Should we fail to satisfy the terms of any loan, the Company assets pledged to secure such loan may be at risk to foreclosure or other similar process to satisfy the amount borrowed for the loan.

~~Our~~Future ~~authorized~~changes ~~capital~~in ~~stock~~financial ~~consists~~accounting standards ofand ~~1,000,000,000~~other ~~shares~~applicable ofregulations ~~common~~by ~~stock,~~various ~~par~~governmental ~~value~~regulatory ~~$0.001per~~agencies ~~share.~~may ~~The~~cause ~~holders~~lower ofthan expected operating results and affect our ~~common~~reported ~~stock:~~results of operations.

*Changes in accounting standards and their application may have ~~equal~~a ~~ratable~~significant ~~rights~~effect toon ~~dividends~~our ~~from~~reported ~~funds~~results ~~legally~~on ~~available~~a ifgoing forward basis and ~~when~~may ~~declared~~also byaffect ~~our~~the ~~board~~recording and disclosure of ~~directors;~~previously *reported ~~are~~transactions. ~~entitled~~New standards have occurred and will continue to ~~share~~occur ~~ratably~~in the future. For example, in ~~all~~December of2004, ~~our~~the ~~assets~~Financial ~~available~~Accounting ~~for~~Standards ~~distribution~~Board’s toAccounting ~~holders~~Standards ofCodification ~~common~~Topic 718 “Compensation, Stock Compensation” (“Topic No. 718”) became effective which requires us to expense stock ~~upon~~options ~~liquidation~~at fair value effective January 1, ~~dissolution~~2006. orUnder ~~winding~~Topic upNo. 718, the recognition of compensation expense for the fair value of stock options reduces our ~~affairs~~reported net income and net income per share subsequent to implementation; *however, dothis ~~not~~accounting change will not have ~~preemptive~~any impact on the cash flows of our business. Under the prior rules, ~~subscription~~expensing orof ~~conversion~~the ~~rights~~fair ~~and~~value ~~there~~of ~~are~~the nostock ~~redemption~~options orwas not ~~sinking~~required. For ~~fund~~the ~~provisions~~year orended ~~rights;~~December ~~and~~31, *2012, ~~are~~4,000,000 ~~entitled~~options towere ~~one~~granted ~~non-cumulative~~resulting ~~vote~~in ~~per~~compensation ~~share~~expense onof ~~all~~$80,000. Any ~~matters~~future onissuances ~~which~~of ~~stockholders~~stock ~~may~~options ~~vote~~will cause additional compensation expense to be recognized.

WeThe ~~refer~~Sarbanes-Oxley ~~you~~Act ~~to our Articles~~ of ~~Incorporation,~~2002 ~~Bylaws~~ and ~~the~~various new ~~applicable~~rules ~~statutes~~subsequently ofimplemented by the ~~State~~Securities ofand ~~Nevada~~Exchange ~~for~~Commission a(“SEC”) ~~more~~and ~~complete~~the ~~description~~NASDAQ ofNational ~~the~~Market have ~~rights~~imposed additional reporting and ~~liabilities~~corporate ofgovernance ~~holders~~practices ofon ~~our~~public ~~securities~~companies.

~~The~~In ~~Company’s~~addition, ~~transfer~~if ~~agent~~we isdo ~~Empire~~not ~~Stock~~adequately ~~Transfer~~continue to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in the future, ~~Henderson~~we may not be able to accurately report our financial results or prevent error or fraud, ~~Nevada~~which may result in sanctions or investigation by regulatory authorities, such as the SEC. Any such action could harm our business, financial results or investors’ confidence in our company, and could cause our stock price to fall.

~~Dividend~~Item ~~Distributions~~1B. Unresolved Staff Comments

~~We have not historically and do not intend to distribute dividends to stockholders in the foreseeable future~~None.

~~Securities~~Item ~~authorized~~2. ~~for issuance under equity compensation plans~~Properties

OnThe ~~March 28, 2012, the~~ Company’s ~~Board~~principal ofoffices are ~~Directors~~located ~~approved~~at ~~and~~122 ~~adopted~~Fourth ~~the~~Avenue, ~~Spartan~~Suite ~~Gold~~103, ~~Ltd. 2012 Equity Incentive Plan (the “Plan”) and reserved 4~~Indialantic,~~750,000~~ ~~shares~~FL of32903. ~~the~~This ~~Company’s~~office ~~common~~space ~~stock~~is ~~for~~used ~~issuance~~by ~~under~~ the ~~Plan to the~~ Company’s ~~directors,~~executive management ~~officers,~~team ~~consultants~~ and ~~other~~is ~~service~~approximately ~~providers. As~~275 ofsquare ~~the~~feet. ~~date~~The ofoffice ~~this~~space ~~filing,~~is ~~the~~leased ~~Plan~~for ~~has~~approximately ~~not~~$1,000 ~~been~~per ~~presented~~month toon ~~the~~a ~~stockholders of the Company for approval~~month-to-month basis. The ~~Plan~~Company ~~allows~~believes ~~for~~that ~~two types of grants: 1) options and 2) stock awards and stock purchase offers. As of~~ the ~~date~~current offacilities ~~this~~are ~~report,~~suitable nofor ~~options~~its orcurrent ~~stock awards have been granted~~needs.

~~Penny~~Item. ~~Stock~~3. Legal Proceedings

~~Our common stock is considered to be a "penny stock" under the rules the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934~~None. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

●Item. ~~contains~~4. Mine aSafety ~~description~~Disclosures of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; ● contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; ● contains a toll-free telephone number for inquiries on disciplinary actions; ● defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and ● contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

12As the Company is its exploration stage, no mining activities have occurred as of the date of this report. Therefore, this item is not applicable.

~~The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:~~7

●PART bid and offer quotations for the penny stock; ● the compensation of the broker-dealer and its salesperson in the transaction; ● the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and ● monthly account statements showing the market value of each penny stock held in the customer's account.II

~~These~~Market ~~disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.~~Information

~~Related~~As ~~Stockholder~~the ~~Matters~~Company is a “smaller reporting company,” it is not required to provide the performance graph required in paragraph (e) of Item 201.

~~None~~We have one class of securities, Common Voting Equity Shares ("Common Stock"). Our common stock is currently traded on the Over the Counter Bulletin Board (“OTCBB”) under the symbol "SPAG.QB". As of December 31, 2012, the Company’s common stock was held by 220 shareholders of record, which does not include shares that are held in street or nominee name.

~~Purchase~~The Company’s shares commenced trading on or about October 19, 2010. The closing share prices presented below represent prices between broker-dealers and do not include retail mark-ups and mark-downs or any commission to the dealer and have been adjusted for the one-for-twenty reverse stock split which occurred on November 9, 2011. The following chart is indicative of ~~Equity~~the ~~Securities~~fluctuations in the stock prices:

None.

	For the Year Ended				For the Year Ended
	December 31, 2012				December 31, 2011
		High		Low		High		Low
First Quarter	$	1.80	$	0.20	$	20.00	$	9.94
Second Quarter	$	0.93	$	0.15	$	18.00	$	2.00
Third Quarter	$	0.16	$	0.06	$	3.20	$	1.60
Fourth Quarter	$	0.40	$	0.03	$	2.38	$	1.00

~~Item~~Our ~~6. Selected~~authorized ~~Financial~~capital ~~Data~~stock consists of 1,000,000,000 shares of common stock, par value $0.001per share. The holders of our common stock:

As· ~~the~~have ~~Company~~equal isratable arights ~~“smaller~~to ~~reporting~~dividends ~~company~~from funds legally available if and when declared by our board of directors; · are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation,” ~~this~~dissolution ~~item~~or iswinding ~~inapplicable~~up of our affairs; · do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and · are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

~~Item~~We ~~7. Management’s~~refer ~~Discussion~~you to our Articles of Incorporation, Bylaws and ~~Analysis~~the applicable statutes of ~~Financial~~the ~~Condition~~State of Nevada for a more complete description of the rights and ~~Results~~liabilities of ~~Operation~~holders of our securities.

~~You should read the following discussion of our results of operations and financial condition with the audited financial statements and related notes included elsewhere in this report.~~ The ~~following~~Company’s ~~discussion~~transfer ~~contains~~agent ~~forward-looking~~is ~~statements~~Empire Stock ~~that reflect our plans~~Transfer, ~~estimates and beliefs~~Henderson, ~~and that involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this report~~Nevada. ~~Actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”~~

~~Overview~~Dividend Distributions

~~The~~We ~~Company~~have ~~was~~not ~~incorporated~~historically ~~in Nevada on September 6, 2007 under the name Powergae, Inc. with the purpose of profitably constructing~~ and ~~operating~~do ~~biodiesel~~not ~~production~~intend ~~facilities,~~to ~~establishing~~distribute ~~them in strategic locations, and selling the biodiesel through existing petroleum manufacturers and distributors. On September 24, 2009, the Company changed its name~~ dividends to ~~Algoil,~~stockholders ~~Inc. The~~in ~~central concept of Algoil, Inc. was making~~ the ~~production~~foreseeable ~~of biodiesel independent of its traditional sources such as soy bean, rape, sunflower seed or palm oil~~future.

OnSecurities May 21, 2010, the Company experienced a change in control. Magic Grace Ltd. (“Magic Grace”) acquired the majority of the issued and outstanding common stock of Algoil, Inc. in accordance with a stock purchase agreement by and between Andriy Kovalenko and Magic Grace. On the closing date, May 21, 2010, pursuant to the terms of the Stock Purchase Agreement, Magic Grace purchased from Mr. Kovalenko 14,290,000 (pre-split) shares of Company’s outstanding common stock for $187,500. In accordance with the agreement, all related party obligations were settled. Also on May 21, 2010, Real Challenge Group, Ltd. (“Real Challenge”) acquired 935,000 (pre-split) free-trading shares of the Company’s outstanding common stock in accordance with a stock purchase agreement by and between Andriy Kovalenko, as a duly authorized ~~representative of the selling shareholders, and Real Challenge~~ for ~~$187,500. As~~issuance under aequity ~~result~~compensation ~~of the change in control, the Company abandoned its original plan of developing and operating biodiesel facilities.~~plans

On ~~July~~March 828, ~~2010~~2012, the Company’s Board ~~filed~~of anDirectors ~~amendment~~approved toand ~~its~~adopted ~~Articles~~the ofSpartan ~~Incorporation~~Gold inLtd. ~~the~~2012 ~~State~~Equity ofIncentive ~~Nevada~~Plan to(the ~~change~~“Plan”) ~~its~~and ~~name~~reserved 4,750,000 toshares ~~Spartan~~of ~~Gold~~the ~~Ltd. Spartan~~Company’s ~~Gold~~common ~~now~~stock ~~operates~~for asissuance aunder ~~U.S.~~the ~~based~~Plan ~~junior~~to ~~gold~~the ~~exploration~~Company’s directors, officers, consultants and ~~mining~~other ~~company~~service providers. We ~~have~~The ~~acquired~~Plan ~~the~~was ~~mineral~~approved ~~rights~~by to a ~~property~~majority inof ~~Alabama~~stockholders ~~and~~of ~~entered~~the ~~into~~Company anon ~~option~~April ~~agreement~~13, to2012. The Plan ~~acquire~~allows ~~the~~for ~~mineral~~two ~~rights~~types toof ~~certain~~grants: ~~properties~~1) ~~located~~options inand ~~Nevada. We~~2) ~~are~~stock ~~currently~~awards ~~evaluating~~and ~~exploration~~stock ~~activities~~purchase onoffers. As ~~these~~of ~~properties~~the date of this report options to ~~ascertain~~purchase ~~the~~4,000,000 ~~feasibility~~shares of ~~commencing~~common ~~production~~stock have been granted to the Company’s officers.

OnPenny July 19, 2010, the Company's Board of Directors declared a forty-to-one forward stock split of all outstanding shares of common stock. Subsequently, on August 12, 2010, Magic Grace contributed to the treasury, and the Company retired, 9,896,250 common shares of stock (395,850,000 as adjusted for the stock split). The effect of the stock split and retirement of shares increased the number of shares of common stock outstanding from 15,225,000 to 213,150,000 as of August 12, 2010.Stock

13Our common stock is considered to be a "penny stock" under the rules the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

On· ~~November~~contains 9,a ~~2011,~~description of the ~~Company's~~nature ~~Board~~and level of ~~Directors~~risks ~~declared~~in athe ~~one-~~market for~~-twenty~~ ~~reverse~~penny ~~stock~~stocks ~~split~~in ofboth ~~all~~public ~~outstanding~~offerings ~~shares~~and ofsecondary ~~common~~trading; ~~stock. The~~· ~~effect~~contains a description of the ~~reverse~~broker's ~~stock~~or ~~split~~dealer's ~~decreased~~duties to the ~~number~~customer and of ~~shares~~the ofrights ~~common~~and ~~stock~~remedies ~~outstanding~~available ~~from~~to ~~632,892,868~~the customer with respect to 31a violation to such duties or other requirements of Securities' laws; contains a brief,~~644~~ clear,~~658~~ asnarrative description of ~~November~~a 9dealer market, ~~2011. All~~including ~~common~~bid ~~share~~and ask prices for penny stocks and ~~per~~the ~~common~~significance ~~share~~of ~~data~~the inspread ~~these~~between ~~financial~~the ~~statements~~bid and ~~related~~ask ~~notes~~price; ~~hereto~~· ~~have~~contains ~~been~~a ~~retroactively~~toll-free ~~adjusted~~telephone tonumber ~~account~~ for inquiries on disciplinary actions; · defines significant terms in the ~~effect~~disclosure ofdocument or in the ~~reverse~~conduct ~~stock~~of ~~split~~trading ~~for~~in ~~all~~penny ~~periods~~stocks; ~~presented~~and ~~prior~~· tocontains ~~November~~such 9,other ~~2011. The~~information ~~total~~and ~~number~~is ofin ~~authorized~~such ~~common~~form, ~~shares~~including ~~and~~language, ~~the~~type, ~~par~~size ~~value~~and ~~thereof~~format, ~~was~~as ~~not~~the ~~changed~~Commission shall require by ~~the~~rule ~~split~~or regulation.

~~Plan~~The ofbroker-dealer ~~Operation~~also must provide, prior to effecting any transaction in a penny stock, the customer with:

~~The~~· ~~immediate~~bid ~~goal~~and ofoffer ~~Spartan’s~~quotations ~~management~~for isthe topenny ~~secure~~stock; ~~and~~· ~~augment~~ the ~~prospective~~compensation ~~land~~of ~~holdings under~~ the ~~Mexivada~~broker-dealer ~~option~~and ~~agreements~~its ~~located~~salesperson in the ~~Carlin-Rain~~transaction; ~~and~~· ~~Round~~the ~~Mountain-Northumberland~~number ~~Gold~~of ~~Trends~~shares into ~~Nevada. We~~which ~~have~~such ~~options~~bid ~~for~~and ~~the~~ask ~~mineral~~prices ~~concession~~apply, ~~rights~~or atother ~~two~~comparable ~~projects~~information inrelating ~~this~~to ~~region:~~the ~~Poker~~depth ~~Flats~~ and ~~Ziggurat,~~liquidity ~~both~~ of ~~which~~the ~~are~~marker ~~located~~for ~~near~~such ~~existing~~stock; ~~operations~~and of· ~~large~~monthly ~~mining~~account ~~corporations~~statements ~~and~~showing ~~have~~the ~~available~~market ~~mining~~value ~~and~~of ~~transportation~~each ~~infrastructures~~penny stock held in ~~place~~the customer's account.

~~Both~~In ~~properties~~addition, ~~Ziggurat~~the ~~and~~penny ~~Poker~~stock ~~Flats,~~rules that require ~~geological~~that ~~and~~prior ~~geochemical~~to ~~mapping~~a ~~and~~transaction ~~analysis,~~ in ~~conjunction~~a ~~with~~penny ~~geophysical~~stock ~~mapping~~not ~~involving~~otherwise ~~gravity~~exempt ~~and~~from ~~magnetic~~those ~~survey~~rules; ~~work,~~the inbroker-dealer ~~order~~must tomake ~~better~~a ~~define~~special written ~~future~~determination ~~drill~~that ~~and~~the ~~exploration~~penny ~~targets. Our~~stock ~~strategy~~ is toa ~~advance~~suitable ~~each~~investment offor ~~these projects to~~ the ~~drilling~~purchaser ~~stage~~and asreceive ~~aggressively~~the aspurchaser's ~~prudent~~written ~~financing~~acknowledgement of ~~will allow and to determine~~ the ~~presence~~receipt of ~~gold,~~a ~~silver~~risk ordisclosure ~~other~~statement, ~~precious~~a ~~mineral~~written ~~reserves. An~~agreement ~~updated~~to NItransactions ~~43-101~~involving ~~technical~~penny ~~report~~stocks, ~~will~~and bea ~~produced~~signed ~~for Ziggurat~~ and ~~Poker~~dated copy ~~Flats once the geological work, including subsequent interpretation~~ of ~~results,~~a ~~has~~written ~~been~~suitably ~~completed~~statement.

IfThese wedisclosure ~~are~~requirements ~~successful~~may ~~in doing so, we believe we can attract~~ have the ~~attention~~effect of reducing the ~~existing~~trading ~~mining~~activity ~~companies already operating~~ in the ~~area~~secondary ormarket ~~new~~for ~~mining~~our ~~companies to either enter into development agreements with us or to acquire the projects from us outright~~stock.

~~Additionally,~~Related weStockholder ~~are currently identifying additional acquisition opportunities.~~Matters

~~Critical Accounting Policies and Estimates~~None.

~~Our~~Purchase ~~principal accounting policies are described in Note 2~~ of ~~the~~Equity audited financial statements included elsewhere in this report. The preparation of the financial statements in accordance with Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make significant judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. Our financial position and results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. The preparation of interim financial statements involves the use of certain estimates that are consistent with those used in the preparation of our annual financial statements. Significant accounting policies, including areas of critical management judgments and estimates, include the following:Securities

~~Mineral Property Costs~~None.

~~The~~Item ~~Company has been in the exploration stage since July 8, 2010 and has not yet realized revenues from its planned operations~~6. It isSelected ~~primarily~~Financial ~~engaged in the acquisition, exploration, and development of mining properties for gold and other precious metals~~Data. In accordance with the Securities and Exchange Commission Industry Guide 7, mineral property acquisition costs are capitalized and mineral property option payments and exploration costs are expensed to operations as incurred.

~~When~~As itthe ~~has~~Company ~~been~~is ~~determined that~~ a ~~mineral~~“smaller ~~property~~reporting ~~can be economically developed as a result of establishing probable and then proven reserves~~company,” this ~~the~~item ~~costs~~is ~~then incurred to develop such property are capitalized~~inapplicable. Such costs will be amortized using the units-of-production method over the estimated life of the probable-proven reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

~~Impairment~~Item or7. ~~Disposal~~Management’s Discussion and Analysis of ~~Long-Lived~~Financial ~~Assets~~Condition and Results of Operation.

~~The~~You ~~Company~~should ~~accounts~~read ~~for~~ the ~~impairment~~following ~~or disposal~~ discussion of ~~long-lived~~our ~~assets~~results ~~according~~of tooperations ~~the~~and ~~Financial~~financial ~~Accounting~~condition ~~Standards~~with ~~Board’s~~the ~~(“FASB”)~~audited ~~Accounting~~financial ~~Standards~~statements ~~Codification~~and ~~(“ASC”)~~related ~~360~~notes ~~“Property,~~included ~~Plant~~elsewhere in ~~and~~this ~~Equipment”~~report. ~~ASC~~The ~~360~~following ~~clarifies~~discussion ~~the~~contains ~~accounting for the impairment of long~~forward-~~lived~~looking ~~assets~~statements ~~and~~that ~~for~~reflect ~~long-lived~~our ~~assets to be disposed of~~plans, ~~including~~estimates ~~the disposal of business segments~~ and ~~major~~beliefs, ~~lines of business. Long-lived assets are reviewed when facts~~ and ~~circumstances indicate~~ that ~~the~~involve ~~carrying~~numerous ~~value~~risks ofand ~~the~~uncertainties, ~~asset~~including, ~~may~~but not belimited ~~recoverable. When necessary~~to, ~~impaired~~those ~~assets~~described ~~are~~in ~~written~~the ~~down~~“Risk toFactors” section ~~estimated~~of ~~fair~~this ~~value based on the best information available~~report. ~~Estimated~~Actual ~~fair~~results ~~value~~may isdiffer ~~generally~~materially ~~based~~from onthose ~~either~~contained ~~appraised~~in ~~value~~any orforward-looking ~~measured by discounting estimated future cash flows~~statements. ~~Considerable~~See ~~management~~“Cautionary Statement ~~judgment~~Concerning isForward-Looking ~~necessary to estimate discounted future cash flows~~Statements.” ~~Accordingly, actual results could vary significantly from such estimates.~~

14Overview

~~Stock~~The ~~Based~~Company ~~Compensation~~was incorporated in Nevada on September 6, 2007 under the name Powergae, Inc. with the purpose of profitably constructing and operating biodiesel production facilities, establishing them in strategic locations, and selling the biodiesel through existing petroleum manufacturers and distributors. On September 24, 2009, the Company changed its name to Algoil, Inc. The central concept of Algoil, Inc. was making the production of biodiesel independent of its traditional sources such as soy bean, rape, sunflower seed or palm oil.

~~The~~On ~~Company~~May ~~accounts~~21, ~~for~~2010, ~~Stock-Based~~the ~~Compensation~~Company ~~under~~experienced a ~~ASC~~change ~~718~~in ~~“Compensation~~control. –Magic ~~Stock~~Grace ~~Compensation”,~~Ltd. ~~which~~(“Magic ~~addresses~~Grace”) acquired the ~~accounting~~majority ~~for~~of ~~transactions~~the inissued ~~which~~and anoutstanding ~~entity~~common ~~exchanges~~stock of ~~its~~Algoil, ~~equity~~Inc. ~~instruments~~in ~~for~~accordance ~~goods or services,~~ with a ~~primary~~stock ~~focus~~purchase onagreement ~~transactions~~by inand ~~which~~between anAndriy ~~entity~~Kovalenko ~~obtains~~and ~~employee~~Magic ~~services in share-based payment transactions~~Grace. ~~ASC~~On ~~718-10~~the isclosing adate, May ~~revision to SFAS No. 123~~21, ~~"Accounting for Stock-Based Compensation~~2010," ~~and~~pursuant ~~supersedes~~to ~~Accounting~~the ~~Principles~~terms ~~Board~~of ~~("APB")~~the ~~Opinion No. 25, "Accounting for~~ Stock ~~Issued~~Purchase ~~to Employees~~Agreement," ~~and~~Magic ~~its~~Grace ~~related~~purchased ~~implementation~~from ~~guidance~~Mr. ~~ASC~~Kovalenko ~~718~~14,290,000 (pre-10split) shares ~~requires measurement~~ of ~~the~~Company’s ~~cost~~outstanding ofcommon ~~employee~~stock ~~services received in exchange~~ for an$187,500. ~~award~~In ofaccordance ~~equity~~with ~~instruments based on~~ the ~~grant-date~~agreement, ~~fair~~all ~~value~~related ofparty ~~the~~obligations were ~~award (with limited exceptions)~~settled. ~~Incremental~~Also ~~compensation~~on ~~costs~~May ~~arising from subsequent modifications of awards after the grant date must be recognized. On March 28~~21, ~~2012~~2010, ~~the~~Real ~~Company’s~~Challenge ~~Board~~Group, ~~of Directors approved and adopted the Spartan Gold~~ Ltd. ~~2012 Equity Incentive Plan~~ (~~the~~ “~~Plan~~Real Challenge”) ~~and~~acquired ~~reserved 4~~935,~~750,~~000 (pre-split) free-trading shares of the Company’s outstanding common stock ~~for~~in ~~issuance~~accordance ~~under~~with ~~the~~a ~~Plan~~stock topurchase ~~the~~agreement ~~Company’s~~by ~~directors,~~and ~~officers,~~between ~~consultants~~Andriy ~~and~~Kovalenko, as ~~other~~a ~~service~~duly ~~providers. As~~authorized representative of the ~~date~~selling ofshareholders, ~~this~~and ~~filing,~~Real ~~the~~Challenge ~~Plan~~for ~~has~~$187,500. ~~not~~As ~~been~~a ~~presented~~result toof the ~~stockholders~~change ofin control, the Company ~~for~~abandoned ~~approval. The~~its ~~Plan~~original ~~allows~~plan ~~for two types~~ of ~~grants:~~developing ~~1) options~~ and 2)operating ~~stock~~biodiesel ~~awards and stock purchase offers~~facilities. ~~As of the date of this report, no options or stock awards have been granted.~~

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and additional paid-in capital in shareholders' equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.9

~~Results~~On July 8, 2010, the Company filed an amendment to its Articles of ~~Operations~~Incorporation in the State of Nevada to change its name to Spartan Gold Ltd. Spartan Gold now operates as a U.S. based junior gold exploration and mining company. We have acquired the mineral rights to a property in Alabama and entered into an option agreement to acquire the mineral rights to certain properties located in Nevada. We are currently evaluating exploration activities on these properties to ascertain the feasibility of commencing production.

~~Year~~On ~~ended~~July ~~December~~19, 312010, ~~2011~~the ~~compared~~Company's Board of Directors declared a forty-to-one ~~the~~forward ~~year~~stock ~~ended~~split ~~December~~of 31all outstanding shares of common stock. Subsequently, on August 12, 2010, Magic ~~and~~Grace ~~For~~contributed to the ~~Period~~treasury, ~~July~~and 8the Company retired, ~~2010~~9,896,250 ~~(Inception~~common shares of ~~Exploration~~stock ~~Stage~~(395,850,000 as adjusted for the stock split). The effect of the stock split and retirement of shares increased the number of shares of common stock outstanding from 15,225,000 to ~~December~~213,150,000 31as of August 12, ~~2011~~2010.

~~Revenues~~On October 19, 2011, the Company issued 18,952,774 shares of its common stock to Sphere Resources, Inc. (“Sphere”) in conversion of a Secured Convertible Promissory Note totaling $379,055 (including accrued interest of $4,055). As a result of the share issuance, Sphere became the majority shareholder of the Company.

~~The~~On November 9, 2011, the Company's ~~had~~Board of noDirectors ~~revenue~~declared a one-for-twenty reverse stock split of all outstanding shares of common stock. The effect of the ~~period~~reverse stock split decreased the number of shares of common stock outstanding from ~~July~~632,892,868 8to 31,644,658 ~~2010~~as ~~(inception~~of November 9, 2011. All common share and per common share data in these financial statements and related notes hereto have been retroactively adjusted to account for the effect of ~~exploration~~the ~~stage)~~reverse stock split for all periods presented prior to ~~December~~November 319, 2011. asThe total wenumber ~~are~~of ~~still~~authorized incommon shares and the ~~exploration~~par ~~stage~~value thereof was not changed by the split.

~~Operating~~Plan ~~and~~of ~~Other Expenses~~Operation

~~For~~The ~~the~~immediate ~~year~~goal ~~ended~~of ~~December~~Spartan’s ~~31,~~management is ~~2011~~to ~~our~~secure ~~total~~and ~~operating~~augment ~~expenses~~the ~~were~~prospective ~~$16,995,059~~land ~~compared~~holdings tounder ~~$299,842 for~~ the ~~year~~Mexivada ~~ended December 31, 2010 resulting in an increase of $16,695,217. The increase is attributable to~~ option ~~payments~~agreements ~~(primarily~~located ~~stock based compensation~~ in the ~~amount~~Carlin-Rain ~~of $15,059,760) on mineral properties of $15,219,760, mineral property expenditures of $36,560~~ and ~~mineral~~Round Mountain-Northumberland ~~exploration~~Gold ~~costs~~Trends ~~of $300,316 during the year ended December 31, 2011, offset by a decrease~~ in ~~impairment~~Nevada. ofWe ~~mineral~~have ~~properties~~options infor the ~~amount~~mineral ofconcession ~~$104,027.~~rights ~~General~~at ~~and~~two ~~administrative~~projects ~~expenses increased $1,242,608 due primarily to increases~~ in ~~management~~this ~~compensation~~region: Poker ofFlats ~~$237,000; consulting, legal~~ and ~~professional fees of $211~~Ziggurat,~~656;~~ ~~stock~~both ~~compensation~~ of ~~$644,652;~~which ~~costs~~are ~~and~~located ~~fees~~near ~~associated~~existing ~~with~~operations ~~being~~of alarge ~~publicly-traded~~mining ~~company~~corporations ~~of $13,794;~~ and ~~general~~have ~~office,~~available ~~travel~~ mining and ~~overhead~~transportation ~~expense~~infrastructures ofin ~~$135,506~~place.

WeBoth ~~incurred $379~~properties,~~054~~ ofZiggurat ~~interest~~and ~~expense~~Poker ~~for~~Flats, require ~~the~~geological ~~year~~and ~~ended~~geochemical ~~December~~mapping ~~31,~~and ~~2011~~analysis, ~~primarily~~in ~~consisting~~conjunction ofwith ~~the~~geophysical ~~accretion~~mapping ofinvolving ~~discounts~~gravity ~~of common stock~~ and ~~warrants~~magnetic survey ~~issued~~work, in ~~connection~~order ~~with~~to abetter ~~promissory~~define ~~note~~future ~~totaling~~drill ~~$374,999~~and exploration targets. As aOur ~~result,~~strategy ~~net~~is ~~loss~~to ~~was~~advance ~~$17,374,113~~each ~~for~~of these projects to the ~~year~~drilling ~~ended~~stage ~~December~~as ~~31,~~aggressively ~~2011~~as ~~compared~~prudent financing will allow and to ~~$299~~determine the presence of gold,~~842~~ silver or other precious mineral reserves. An updated NI 43-101 technical report will be produced for Ziggurat and Poker Flats once the ~~year~~geological ~~ended~~work, including ~~December~~subsequent 31interpretation of results, ~~2010~~has been completed.

~~For~~If ~~the~~we ~~period~~are ~~from~~successful ~~July~~in 8,doing ~~2010 (inception of exploration stage) to December 31~~so, ~~2011,~~we ~~total~~believe we ~~expenses~~can ~~and~~attract ~~net~~the ~~loss~~attention ~~were $17,662,195, composed~~ of ~~general~~the ~~and~~existing ~~administrative~~mining ~~expenses~~companies ofalready ~~$1,522,478,~~operating ~~mineral~~in ~~exploration~~the ~~costs~~area ofor ~~$300,316,~~new ~~mineral~~mining ~~property~~companies ~~expenditures~~to ofeither ~~$36,560,~~enter into ~~mineral~~development ~~property~~agreements ~~option~~with ~~payments~~us ofor ~~$15,319,760,~~to ~~impairment~~acquire ofthe ~~mineral~~projects ~~property~~from ~~costs~~us ~~of 104,027, and interest expense of 379,054~~outright.

~~Liquidity~~Additionally, ~~and~~we ~~Capital~~are ~~Resources~~currently identifying other acquisition opportunities.

~~Overview~~Critical Accounting Policies and Estimates

~~For~~Our ~~the~~principal ~~years~~accounting ~~ended~~policies ~~December~~are ~~31,~~described in ~~2011~~Note ~~and~~2 ~~2010,~~of wethe ~~funded~~audited ~~our~~financial ~~operations~~statements ~~through~~included ~~financing~~elsewhere ~~activities~~in ~~consisting~~this ofreport. ~~private~~The ~~placements~~preparation of ~~equity~~the ~~securities~~financial statements in accordance with ~~outside~~accounting ~~investors~~principles ~~and~~generally ~~issuance~~accepted ofin athe ~~secured~~Unites ~~convertible~~States ~~note~~(“U.S. ~~payable~~GAAP”) requires management to make asignificant ~~related~~judgments ~~party,~~and ~~while~~estimates. ~~for~~Some ~~the~~accounting ~~year~~policies ~~ended~~have ~~December~~a ~~31,~~significant ~~2010~~impact weon ~~also~~amounts ~~funded~~reported ~~our~~in ~~limited~~these financial statements. Our financial position and results of operations ~~through~~may ~~loans~~be ~~from~~materially ~~shareholders~~different ~~and~~when ~~officers.~~reported ~~Our~~under ~~principal~~different ~~use~~conditions or when using different assumptions in the application of ~~funds~~such ~~during~~policies. In the ~~year~~event ~~ended~~estimates ~~December~~or ~~31,~~assumptions ~~2011~~prove ~~has~~to ~~been~~be ~~for~~different from ~~mineral~~actual ~~exploration~~amounts, ~~ongoing~~adjustments ~~acquisition~~are made in subsequent periods to reflect more current information. Significant accounting policies, including areas of ~~mineral~~critical ~~property~~management ~~rights~~judgments and ~~general~~estimates, ~~corporate~~include ~~expenses.~~the following:

~~Liquidity~~Mineral ~~and~~Property ~~Capital Resources during the year ended December 31, 2011 compared to the year ended December 31, 2010~~Costs

~~As of December 31, 2011, we had cash of $4,864 and deficit in working capital of $317,189.~~ The Company ~~generated~~has abeen ~~negative~~in ~~cash flow from operations of $910,881 for~~ the ~~year~~exploration stage ~~ended~~since ~~December~~July 318, ~~2011~~2010 ~~compared~~and tohas ~~cash~~not ~~used~~yet inrealized ~~operations~~revenues offrom ~~$118,526~~its ~~for~~planned ~~year ended December 31, 2010~~operations. It ~~The negative cash flow from operating activities for the year ended December 31, 2011~~ is primarily ~~attributable~~engaged ~~to the Company's net loss from operations of $17,374,113, offset by noncash mineral property expenditures (primarily stock based compensation~~ in the ~~amount of $15~~ acquisition,~~059,760)~~ ~~of $15~~exploration,~~234,760,~~ ~~noncash~~and ~~stock~~development ~~compensation~~ of ~~$649,900,~~mining ~~depreciation~~properties ~~of $1,776, accretion of discount to note payable~~ for ~~stock~~gold and ~~warrants~~other ~~issued~~precious ~~and beneficial conversion feature of $374,999, interest accrued on note payable of $4,055, and net cash from changes in operating assets and liabilities of $197,742~~metals. ~~Cash~~In ~~used~~accordance ~~in operations for~~ with the ~~year~~Securities ~~ended~~and ~~December~~Exchange ~~31,~~Commission ~~2010~~Industry isGuide ~~primarily attributable to the Company's net loss from operations of $299~~7,~~842,~~ ~~offset~~mineral byproperty ~~noncash~~acquisition ~~impairment~~costs ~~charges~~are ofcapitalized ~~$104,027,~~and ~~stock~~mineral ~~issued~~property option ~~for~~payments ~~services of $5,248,~~ and ~~net~~exploration ~~cash~~costs ~~from~~are ~~changes~~expensed into ~~operating~~operations ~~assets~~as ~~and liabilities of $72,041~~incurred.

15When it has been determined that a mineral property can be economically developed as a result of establishing probable and then proven reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable-proven reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Cash used in investing activities is attributable the purchase of equipment of $6,089 during the year ended December 31, 2011 compared to $50,000 cash used in the acquisition of the Arbacoochee properties.10

~~During~~Impairment ~~the~~or ~~year~~Disposal ~~ended December 31, 2011, the Company raised $650,000 by issuing common stock to outside investors, received $200,000 in proceeds from the issuance~~ of a note payable to a related party, and received $50,000 in advances from a related party. During the year ended December 31, 2010, the Company raised $181,300 by issuing common stock to outside investors and received a net of $9,053 from advances from its previous Chief Executive Officer.Long-Lived Assets

WeThe ~~will~~Company ~~require~~accounts ~~additional~~for ~~financing~~the ~~during~~impairment or ~~the~~disposal ~~current~~of ~~fiscal~~long-lived ~~year~~assets according to ~~our~~the ~~planned~~Financial ~~exploration~~Accounting ~~activities.~~Standards WeBoard’s ~~plan~~(“FASB”) toAccounting Standards ~~spend~~Codification ~~approximately~~(“ASC”) $3360 “Property,~~400,000~~ inPlant ~~the~~and ~~next~~Equipment”. ~~twelve~~ASC ~~months~~360 toclarifies ~~carry~~the ~~out~~accounting ~~exploration~~for the ~~and~~impairment ~~administration~~of ~~activities~~long-lived onassets ~~our~~and ~~Nevada~~for ~~mineral~~long-lived ~~properties.~~assets Weto ~~presently~~be dodisposed ~~not~~of, ~~have~~including ~~sufficient~~the ~~financing~~disposal toof ~~enable~~business ussegments toand major ~~complete~~lines ~~these~~of ~~activities~~business. ~~and~~Long-lived ~~will~~assets ~~require~~are ~~additional~~reviewed ~~financing~~when tofacts ~~perform~~and ~~future~~circumstances ~~exploration~~indicate ~~work~~that onthe ~~all~~carrying value of ~~our~~the ~~mineral~~asset may ~~properties~~not be recoverable. ~~Our~~When ~~actual~~necessary, ~~expenditures~~impaired onassets ~~these~~are ~~activities~~written ~~will~~down ~~depend~~to estimated fair value based on the ~~amount~~best ofinformation available. ~~funds~~Estimated wefair ~~have~~value ~~available~~is asgenerally abased ~~result~~on ofeither ~~our~~appraised ~~financing~~value ~~efforts~~or measured by discounting estimated future cash flows. Considerable ~~There~~management judgment is nonecessary ~~assurance~~to ~~that~~estimate wediscounted ~~will~~future becash ~~able~~flows. toAccordingly, ~~raise~~actual ~~the~~results ~~necessary~~could ~~financing~~vary significantly from such estimates.

InStock ~~January,~~Based 2011, we entered into a $5,000,000 financing commitment agreement with Geneva Switzerland based Knightstown Business Ltd (“Knightstown”). On January 25, 2011, the Company received the first tranche of $500,000 from Knightstown under the agreement and issued 41,667 shares of its stock at $12.00 per share in the private placement. A second investment of $150,000 was received on April 26, 2011 and the Company issued 12,500 shares of its stock at $12.00 per share in the private placement. Knightstown had committed to additional funding of $4,500,000 over the following six month period from the date of the agreement. As of the date of this report, the commitment period has expired with no additional investments made by Knightstown and the agreement has not been renewed.Compensation

InThe ~~February,~~Company ~~2011,~~accounts wefor ~~entered~~Stock-Based ~~into~~Compensation under anASC ~~investment~~718 ~~banking~~“Compensation ~~agreement~~– ~~with~~Stock ~~Century~~Compensation”, ~~Pacific~~which ~~Securities,~~addresses ~~Inc.~~the ~~(“Century~~accounting ~~Pacific”). Under~~for ~~terms~~transactions ofin ~~the~~which ~~agreement~~an entity exchanges its equity instruments for goods or services, ~~Century~~with ~~Pacific~~a ~~will~~primary ~~represent~~focus ~~the~~on ~~Company~~transactions in awhich ~~best-efforts~~an ~~capacity~~entity obtains employee services in ashare-based ~~$10,000,000~~payment ~~Private~~transactions. ~~Placement~~ASC ~~into~~718-10 ~~Public~~is ~~Equity~~a ~~(PIPE)~~revision ~~transaction~~to SFAS No. If ~~completed~~123, ~~the~~"Accounting ~~private~~for ~~placement~~Stock-Based Compensation," ~~will~~and besupersedes ~~for~~Accounting anPrinciples ~~offering~~Board of("APB") ~~equity~~Opinion ~~securities~~No. in25, ~~the~~"Accounting ~~form~~for ofStock ~~Spartan~~Issued to ~~Gold’s~~Employees," ~~common~~and ~~stock. Century~~its ~~Pacific~~related isimplementation aguidance. ~~licensed~~ASC ~~broker~~718-~~dealer~~10 ~~and~~requires ameasurement ~~member~~of the cost of ~~FINRA~~employee ~~(Financial~~services ~~Industry~~received in ~~Regulatory~~exchange ~~Authority). As~~for an award of equity instruments based on the grant-date offair ~~this~~value ~~report,~~of the ~~term~~award ~~period~~(with ~~has~~limited ~~expired~~exceptions). ~~with~~Incremental compensation nocosts ~~additional~~arising ~~investments~~from ~~generated~~subsequent bymodifications ~~Century~~of ~~Pacific~~awards ~~and~~after the ~~agreement~~grant ~~has~~date ~~not~~must ~~been~~be ~~renewed~~recognized.

On ~~September~~March 728, ~~2011~~2012, the ~~company~~Company’s Board ~~issued~~of aDirectors ~~$375,000~~approved ~~Secured~~and ~~Convertible~~adopted ~~Promissory~~the ~~Note~~Spartan ~~(“Promissory~~Gold ~~Note”)~~Ltd. to2012 ~~Sphere~~Equity ~~Resources~~Incentive ~~Inc.~~Plan (the “~~Sphere~~Plan”) ~~for~~and ~~$200~~reserved 4,750,000 shares of ~~cash~~the ~~proceeds~~Company’s ~~and~~common ~~conversion~~stock offor ~~the~~issuance ~~$175,000~~under ~~due~~the inPlan ~~connection~~to ~~with~~ the ~~March~~Company’s 28directors, ~~2011~~officers, ~~Amendments~~consultants and toother ~~the~~service ~~Option~~providers. ~~and~~The ~~Mining~~Plan ~~Claim~~was ~~Acquisition~~approved ~~Agreements~~by ~~dated~~a ~~December~~majority 22of ~~and~~stockholders ~~27,~~of ~~2010~~the ~~for~~Company ~~its~~on ~~Poker~~April ~~Flats~~13, ~~and Ziggurat properties~~2012. The Plan ~~Promissory~~allows ~~Note~~for ~~was~~two ~~secured~~types ~~by all~~ of ~~the~~grants: ~~assets~~1) options and ~~property~~2) ofstock ~~the~~awards ~~Company,~~and ~~was~~stock ~~interest~~purchase ~~bearing~~offers. As atof 8the ~~per~~date ~~annum,~~of ~~due~~this report onoptions orto ~~before~~purchase ~~September 30~~4, ~~2011~~000,000 ~~and was convertible into~~ shares of common stock ofhave ~~the~~been ~~Company~~granted atto athe ~~conversion~~Company’s ~~price of $0~~officers.~~02 per share.~~

~~Additionally,~~The onCompany ~~September~~accounts 7for stock-based compensation awards to non-employees in accordance with ASC 505-50, ~~2011~~Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company ~~issued~~determines the ~~1,250,000~~fair ~~shares~~value of ~~its~~the ~~common~~warrants or stock-based ~~and~~compensation ~~warrants~~awards togranted ~~purchase~~as aneither ~~additional~~the 1fair value of the consideration received or the fair value of the equity instruments issued,~~250,000~~ ~~shares~~whichever atis $2more reliably measurable.00 Any stock options or warrants issued to ~~Sphere~~non-employees are recorded in ~~connection~~expense ~~with~~and additional paid-in capital in shareholders' equity/(deficit) over the ~~issuance~~applicable service periods using variable accounting through the vesting dates based on the fair value of the ~~$375,000~~options ~~Promissory~~or ~~Note~~warrants at the end of each period.

AsResults of September 30, 2011, the Company had not repaid the Promissory Note and was in default. On October 6, 2011 the Company received a demand letter from Sphere demanding payment of the principal and interest due by October 20, 2011. As the Company was unable to pay the Promissory Note of $375,000 plus accrued interest of $4,055, it agreed to convert the total amount owed of $379,055 into 18,952,774 shares of its common stock, per the terms of the Promissory Note, on October 19, 2011.Operations

~~Going~~Year ~~Concern~~ended December 31, 2012 compared to the year ended December 31, 2011 and For the Period July 8, 2010 (Inception of Exploration Stage) to December 31, 2012

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

~~Our~~The ~~financial~~Company ~~statements~~had ~~have~~no ~~been~~revenue ~~prepared~~for onthe aperiod from ~~going~~July ~~concern basis~~8, ~~which~~2010 ~~assumes~~(inception ~~the realization~~ of ~~assets~~exploration ~~and~~stage) ~~settlement~~to ofDecember ~~liabilities~~31, in2012 ~~the normal course of business. Our ability to continue~~ as awe ~~going~~are ~~concern~~still ~~is dependent upon our ability to generate profitable operations~~ in the ~~future~~exploration ~~and/ or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due~~stage. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

~~There~~Operating is no assurance that our operations will be profitable. The Company has conducted private placements of its common stock, which have generated funds to satisfy the initial cash requirements of its planned Nevada exploration ventures. Our continued existence and ~~plans~~Other ~~for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.~~Expenses

For the year ended December 31, 2012 our total operating expenses were $805,526 compared to $16,995,059 for the year ended December 31, 2011 resulting in a decrease of $16,189,533. The decrease is attributable to option payments (primarily stock based compensation in the amount of $15,059,760) on mineral properties of $15,269,760 for the year ended December 31, 2011 compared to option payments of $25,000 for the year ended December 31, 2012, mineral property expenditures of $56,560 and mineral exploration costs of $20,417 for the year ended December 31, 2012 compared to mineral property expenditures of $36,560 and mineral exploration costs of $300,316 for the year ended December 31, 2011. General and administrative expenses decreased $684,874 due primarily to decreases consulting, legal and professional fees of $195,458; stock based compensation of $414,733; costs and fees associated with being a publicly-traded company of $24,407; and general office, travel and overhead expense of $26,500.

~~Off-Balance~~We ~~Sheet~~incurred ~~Arrangements~~$62,019 of interest expense for the year ended December 31, 2012, consisting of the accretion of loan discounts, compared to $379,054 of interest expense for the year ended December 31, 2011, primarily consisting of the accretion of discounts of common stock and warrants issued in connection with a promissory note totaling $374,999. For the year ended December 31, 2012, a gain on the settlement of debt was realized in the amount of $75,000. As a result, net loss was $792,545 for the year ended December 31, 2012 compared to $17,374,113 for the year ended December 31, 2011.

WeFor ~~currently~~the ~~have~~period nofrom ~~off-balance~~July ~~sheet~~8, ~~arrangements~~2010 ~~that~~(inception of ~~have~~exploration orstage) ~~are~~to ~~reasonably~~December ~~likely~~31, to2012, ~~have~~total aexpenses ~~current~~and ornet ~~future~~loss ~~material~~were ~~effect~~$18,454,740, oncomposed ~~our~~of ~~financial~~general ~~condition~~and administrative expenses of $2,226,027, ~~changes~~mineral inexploration ~~financial~~costs ~~condition~~of $320,733, ~~revenues~~mineral orproperty ~~expenses~~expenditures of $93,120, ~~results~~mineral property option payments of ~~operations~~$15,344,760, ~~liquidity~~impairment of mineral property costs of 104,027, ~~capital~~gain ~~expenditures~~on orthe ~~capital~~settlement ~~resources~~of debt of $75,000 and interest expense of $441,073.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk.~~11

AsLiquidity ~~the~~and ~~Company~~Capital ~~is a “smaller reporting company,” this item is inapplicable.~~Resources

17Overview

~~Item~~For 8the years ended December 31, 2012 and 2011, we funded our operations through loans from shareholders and officers and third parties, while for the year ended December 31, 2011 we also funded our limited operations through financing activities consisting of private placements of equity securities with outside investors and issuance of a secured convertible note payable to a related party. ~~Financial~~ ~~Statements~~Our principal use of funds during the year ended December 31, 2012 has been for mineral exploration, ongoing acquisition of mineral property rights and ~~Supplementary~~general ~~Data~~corporate expenses.

Index		Page
Report of Independent Registered Public Accounting Firm – Dale Matheson Carr-Hilton Labonte LLP		19
Report of Independent Registered Public Accounting Firm – Meyler & Company, LLC		20
Financial Statements		21
	Consolidated Balance Sheets	21
	Consolidated Statements of Operations	22
	Consolidated Statement of Stockholders’ Deficit	23
	Consolidated Statements of Cash Flows	25
Notes to Consolidated Financial Statements		27

Liquidity and Capital Resources during the year ended December 31, 2012 compared to the year ended December 31, 2011

18As of December 31, 2012, we had cash of $11,137 and deficit in working capital of $278,455. The Company generated a negative cash flow from operations of $156,387 for the year ended December 31, 2012 compared to negative cash flow from operations of $910,881 for the year ended December 31, 2011. The negative cash flow from operating activities for the year ended December 31, 2012 is primarily attributable to the Company's net loss from operations of $792,545, offset by noncash mineral property expenditures of $20,000, noncash stock based compensation of $470,307, stock issuable for finance fees of $12,500, depreciation of $2,029, accretion of discount to loan payable for beneficial conversion feature of $62,019, and net cash from changes in operating assets and liabilities of $144,303, offset by a gain on the settlement of debt of $75,000. Cash used in operations for the year ended December 31, 2011 is primarily attributable to the Company's net loss from operations of $17,374,113, offset by noncash mineral property expenditures (primarily stock based compensation in the amount of $15,059,760) of $15,234,760, noncash stock compensation of $649,900, depreciation of $1,776, accretion of discount to note payable for stock and warrants issued and beneficial conversion feature of $374,999, interest accrued on note payable of $4,055, and net cash from changes in operating assets and liabilities of $197,742.

~~REPORT~~Cash OFused ~~INDEPENDENT~~in ~~REGISTERED~~investing ~~PUBLIC~~activities ~~ACCOUNTING~~is ~~FIRM~~attributable the purchase of equipment of $6,089 during the year ended December 31, 2011 compared to $0 for the year ended December 31, 2012.

ToDuring the ~~Stockholders~~year ended December 31, 2012, the Company raised $62,020 from loans from third parties and ~~Board~~$118,000 offrom ~~Directors~~advances from related parties. The Company made payments of ~~Spartan~~$17,360 ~~Gold~~on ~~Ltd~~the advances from third parties during the year ended December 31, 2012. During the year ended December 31, 2011, the Company raised $650,000 by issuing common stock to outside investors, received $200,000 in proceeds from the issuance of a note payable to a related party, and received $50,000 in advances from a related party

We ~~have~~will ~~audited~~require ~~the~~additional ~~accompanying~~financing ~~consolidated~~during the ~~balance~~current ~~sheets~~fiscal ofyear ~~Spartan~~according ~~Gold~~to ~~Ltd.~~our ~~(an~~planned exploration ~~stage~~activities. ~~company)~~We asplan ofto ~~December~~spend 31approximately $1,500,000 ~~2011~~in ~~and~~ the ~~related~~next twelve ~~consolidated~~months ~~statements~~to ofcarry ~~operations,~~out ~~stockholders’~~exploration ~~equity~~and ~~(deficit)~~administration ~~and~~activities ~~cash~~on ~~flows~~our ~~for~~Nevada ~~the~~mineral ~~year~~properties. ~~then~~We ~~ended~~presently ~~and~~do ~~for~~not ~~the~~have sufficient ~~period~~financing ~~from~~to ~~September~~enable 6,us ~~2007~~to ~~(date~~complete ofthese ~~inception)~~activities toand ~~December~~will ~~31,~~require ~~2011.~~additional ~~These~~financing ~~financial~~to ~~statements~~perform ~~are~~future ~~the~~exploration work ~~responsibility~~on all of ~~the~~our ~~Company's~~mineral ~~management~~properties. Our ~~responsibility~~actual isexpenditures ~~to express an opinion~~ on these ~~financial~~activities ~~statements~~will ~~based~~depend on ~~our audit. The Company’s consolidated financial statements as at December 31, 2010 were audited by other auditors whose report dated March 2, 2011 included an explanatory paragraph regarding~~ the ~~Company’s~~amount ~~ability to continue as a going concern. The financial statements for the period from September 6, 2007 (date~~ of ~~inception)~~funds towe ~~December~~have ~~31,~~available as ~~2010 reflect~~ a ~~total~~result ~~net loss~~ of ~~$496,213~~our offinancing ~~the related cumulative totals~~efforts. ~~The~~ ~~other~~There ~~auditor~~is ~~report~~no ~~has~~assurance ~~been~~that ~~furnished~~we towill ~~us,~~be ~~and~~able ~~our opinion, insofar as it relates~~ to ~~amounts~~raise ~~included for such prior periods, is based solely on~~ the ~~report~~necessary ~~of such other auditor~~financing.

WeIn ~~conducted~~January, ~~our~~2011, ~~audit~~we inentered ~~accordance~~into ~~with~~a ~~the~~$5,000,000 financing ~~standards~~commitment ofagreement ~~the~~with ~~Public~~Geneva ~~Company~~Switzerland ~~Accounting~~based ~~Oversight~~Knightstown ~~Board~~Business ~~(United~~Ltd ~~States~~(“Knightstown”). On January ~~Those~~25, ~~standards~~2011, ~~require~~the ~~that~~Company wereceived ~~plan and perform an audit to obtain reasonable assurance whether~~ the ~~financial~~first ~~statements~~tranche ~~are free~~ of ~~material~~$500,000 ~~misstatement.~~from ~~The~~Knightstown ~~Company~~under isthe ~~not~~agreement ~~required~~and toissued ~~have~~41,667 ~~nor~~shares of ~~were~~its westock ~~engaged~~at to$12 ~~perform,~~per anshare ~~audit~~in ofthe ~~its~~private ~~internal control over financial reporting~~placement. ~~Our~~A ~~audit~~second ~~included~~investment ~~consideration~~ of ~~internal~~$150,000 ~~control~~was ~~over~~received ~~financial~~on ~~reporting~~April as26, a2011 ~~basis~~and ~~for designing audit procedures that are appropriate in~~ the Company ~~circumstances~~issued 12,500 ~~but~~shares ~~not for the purpose~~ of ~~expressing~~its anstock ~~opinion~~at on$12 ~~the~~per ~~effectiveness~~share ofin the ~~Company’s~~private ~~internal control over financial reporting~~placement. Knightstown ~~Accordingly,~~had wecommitted ~~express~~to noadditional funding ~~such~~of ~~opinion. An audit includes examining~~$4, ~~on a test basis~~500,000 ~~evidence~~over ~~supporting~~ the ~~amounts~~following ~~and~~six ~~disclosures~~month inperiod from the ~~financial~~date ~~statements.~~of ~~An audit also includes assessing~~ the ~~accounting~~agreement. The ~~principles~~commitment ~~used~~period ~~and~~expired with ~~significant~~no ~~estimates~~additional investments made by ~~management,~~Knightstown asand ~~well as evaluating~~ the ~~overall~~agreement ~~financial~~has ~~statement~~not ~~presentation.~~been ~~We believe that our audit provides a reasonable basis for our opinion~~renewed.

In ~~our~~February, ~~opinion~~2011, ~~based~~we onentered ~~our~~into ~~audit~~an ~~and~~investment banking ~~the~~agreement ~~report~~with Century Pacific Securities, Inc. (“Century Pacific”). Under terms of the ~~other auditor~~agreement, Century ~~these~~Pacific ~~consolidated~~will ~~financial~~represent ~~statements~~the ~~present~~Company ~~fairly,~~in a best-efforts capacity in ~~all~~a ~~material~~$10,000,000 ~~respects~~Private Placement into Public Equity (PIPE) transaction. If completed, the ~~financial~~private ~~position~~placement ofwill ~~Spartan~~be ~~Gold~~for ~~Ltd.~~an asoffering of ~~December~~equity ~~31,~~securities ~~2011~~in ~~and~~ the ~~results~~form of ~~its~~Spartan Gold’s ~~operations~~common ~~and~~stock. Century ~~its~~Pacific ~~cash~~is ~~flows~~a ~~for~~licensed ~~the~~broker-dealer ~~year~~and ~~then~~a ~~ended~~member ~~and~~of ~~for~~FINRA ~~the~~(Financial ~~period~~Industry ~~from~~Regulatory Authority). As ~~September~~of 6,the ~~2007 (~~date of ~~inception)~~this toreport, ~~December~~the ~~31,~~term ~~2011,~~period inhas ~~accordance~~expired with ~~accounting~~no ~~principles~~additional ~~generally~~investments ~~accepted~~generated inby Century Pacific and the ~~United~~agreement ~~States~~has ofnot ~~America~~been renewed.

~~The~~On ~~accompanying~~September ~~financial~~7, ~~statements~~2011, ~~have~~the ~~been~~company ~~prepared~~issued a ~~assuming~~$375,000 ~~that~~Secured ~~the~~Convertible ~~Company~~Promissory ~~will~~Note ~~continue~~(“Promissory asNote”) ato ~~going~~Sphere ~~concern~~Resources Inc. As(“Sphere”) for ~~discussed~~$200,000 inof ~~Note~~cash 1proceeds toand ~~the~~conversion ~~consolidated~~of ~~financial~~the ~~statements~~$175,000 ~~the~~due ~~Company~~in ~~has~~connection ~~not~~with ~~generated~~the ~~revenues~~March ~~since inception~~28, ~~has~~2011 ~~incurred~~Amendments ~~losses~~to inthe ~~developing its business,~~ Option and ~~further~~Mining ~~losses~~Claim ~~are~~Acquisition ~~anticipated.~~Agreements ~~The~~dated ~~Company~~December ~~requires~~22 ~~additional~~and ~~funds~~27, to2010 ~~meet~~for its ~~obligations~~Poker Flats and ~~the~~Ziggurat ~~costs~~properties. ofThe ~~its~~Promissory Note ~~operations.~~was ~~These~~secured ~~factors~~by ~~raise~~all ~~substantial~~of ~~doubt~~the ~~about~~assets ~~the~~and ~~Company’s~~property ~~ability~~of tothe ~~continue~~Company, aswas ainterest ~~going~~bearing ~~concern.~~at ~~Management’s~~8 ~~plans~~per inannum, ~~this~~due ~~regard~~on ~~are~~or ~~described~~before inSeptember 30, ~~Note~~2011, 1.and ~~The~~was ~~financial~~convertible ~~statements~~into doshares ~~not~~of ~~include~~common ~~any~~stock ~~adjustments~~of ~~that~~the ~~might~~Company ~~result~~at ~~from~~a ~~the~~conversion ~~outcome~~price of ~~this~~$0.02 ~~uncertainty~~per share.

~~/s/~~Additionally, ~~DALE~~on ~~MATHESON~~September ~~CARR-HILTON~~7, ~~LABONTE~~2011, ~~LLP~~the Company issued 1,250,000 shares of its common stock and warrants to purchase an additional 1,250,000 shares at $2.00 to Sphere in connection with the issuance of the $375,000 Promissory Note.

~~DALE~~As ~~MATHESON~~of ~~CARR-HILTON~~September ~~LABONTE~~30, ~~LLP~~2011, the Company had not repaid the Promissory Note and was in default. On October 6, 2011 the Company received a demand letter from Sphere demanding payment of the principal and interest due by October 20, 2011. As the Company was unable to pay the Promissory Note of $375,000 plus accrued interest of $4,055, it agreed to convert the total amount owed of $379,055 into 18,952,774 shares of its common stock, per the terms of the Promissory Note, on October 19, 2011.

~~CHARTERED ACCOUNTANTS~~12

~~April~~On 12December 27, 2012, the Company’s officers elected to convert a total of $292,764 of accrued salaries owed to them for 5,855,286 shares of the Company’s common stock at a conversion rate of $0.05 per share, the market rate at the date of conversion. Additionally on December 27, 2012, a vendor elected to convert $22,140 of accounts payable and accrued expenses due to them for 442,800 shares of the Company’s common stock at a conversion rate of $0.05 per share.

~~Vancouver~~On December 27, ~~Canada~~2012, Sphere elected to convert $142,640 of advances due to them for 2,852,800 shares of the Company’s common stock at a conversion rate of $0.05 per share, the market rate at the date of conversion. Effective December 31, 2012, Sphere entered into an agreement with the Company’s third party lender whereby the debt of $62,020 owed by Spartan was assigned to Sphere. On December 31, 2012, Sphere elected to convert the $62,020 for 1,240,400 shares of the Company’s common stock at a conversion rate of $0.05 per share.

19Going Concern

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

~~Certified~~Our ~~Public~~financial ~~Accountants~~statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/ or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

~~One~~There ~~Arin~~is ~~Park~~no assurance that our operations will be profitable. The Company has conducted private placements of its common stock, which have generated funds to satisfy the initial cash requirements of its planned Nevada exploration ventures. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

~~1715~~Off-Balance ~~Highway~~Sheet 35Arrangements

~~Middletown~~We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, NJchanges in ~~07748~~financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~REPORT~~Item OF7A. ~~INDEPENDENT~~Quantitative ~~REGISTERED~~and ~~PUBLIC~~Qualitative ~~ACCOUNTING~~Disclosures ~~FIRM~~About Market Risk.

ToAs the ~~Board~~Company ofis ~~Directors~~a “smaller reporting company,” this item is inapplicable.

~~Spartan Gold LTD~~13

~~Scottsdale,~~Item AZ8. Financial Statements and Supplementary Data.

We have audited the accompanying balance sheet of Spartan Gold LTD. (A Development Stage Company) as of December 31, 2010 and the related statements of operations, stockholders’ deficiency and cash flows for the year ended December 31, 2010 and for the period from September 6, 2007 (inception) to December 31, 2010. Spartan Gold LTD’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. The Company’s financial statements through December 31, 2009 were audited by other auditors whose report dated March 26, 2010 included an explanatory paragraph regarding the Company’s ability to continue as a going concern. The other auditor’s report has been furnished to us and in our opinion, insofar as it relates to the period September 6, 2007 (Inception) to December 31, 2009, is based solely on the report of said other auditors.

Index		Page

Report of Independent Registered Public Accounting Firm – Dale Matheson Carr-Hilton Labonte LLP		15
Consolidated Financial Statements
	Consolidated Balance Sheets	16
	Consolidated Statements of Operations	17
	Consolidated Statements of Cash Flows	18
	Consolidated Statement of Stockholders’ Equity (Deficit)	20
Notes to Consolidated Financial Statements		22

We conducted our audit 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.14

InREPORT ~~our~~OF ~~opinion,~~INDEPENDENT ~~based~~REGISTERED PUBLIC ~~upon~~ACCOUNTING our audit and the report of the other auditors through December 31, 2009, the financial statements referred to above present fairly, in all material respects, the financial position of Spartan Gold LTD. (A Development Stage Company) as of December 31, 2010, and the results of its operations and its cash flows for the year then ended and for the period from September 6, 2007 (inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.FIRM

~~The~~To ~~accompanying financial statements have been prepared assuming that~~ the ~~Company~~Stockholders ~~will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenues, significant operating losses~~ and aBoard ~~deficit~~of ~~accumulated~~Directors during the development stage. These matters raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of ~~this~~Spartan ~~uncertainty~~Gold Ltd.

~~/s/~~We ~~Meyler~~have &audited ~~Company~~the accompanying consolidated balance sheets of Spartan Gold Ltd. (an exploration stage company) as of December 31, ~~LLC~~2012 and 2011and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from July 8, 2010 (date of inception of exploration stage) to December 31, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Meyler~~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 an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. The Company is not required to have, ~~LLC~~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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Middletown~~In our opinion these consolidated financial statements present fairly, NJin all material respects, the financial position of Spartan Gold Ltd. as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended and for the period from July 8, 2010 (date of inception of exploration stage) to December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

~~March~~The 2accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, ~~2011~~the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

20/s/ DALE MATHESON CARR-HILTON LABONTE LLP

~~SPARTAN~~DALE ~~GOLD~~MATHESON ~~LTD.~~CARR-HILTON LABONTE LLP

~~(An~~CHARTERED ~~Exploration Stage Company)~~ACCOUNTANTS

~~Consolidated~~April ~~Balance~~15, ~~Sheets~~2013

	December 31,
	2011			2010
ASSETS
Current assets:
Cash	$	4,864		$	21,834
Prepaid expenses		4,163			-
Total current assets		9,027			21,834
Property and equipment, net		4,313			-
Total assets	$	13,340		$	21,834
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	54,235		$	24,711
Accrued expenses		221,981			49,600
Due to related parties (Note 6)		50,000			-
Total current liabilities		326,216			74,311
Other liabilities		-			-
Total liabilities		326,216			74,311
Commitments and contingencies (Note 9)
Stockholders' deficit (Note 7):
Common stock $.001 par value 1,000,000,000 shares authorized, 31,644,658 and 10,687,717 shares issued and outstanding, at December 31, 2011 and 2010, respectively		31,645			10,687
Additional paid-in capital		17,525,805			433,049
Deficit accumulated from prior operations		(208,131	)		(208,131	)
Deficit accumulated during the exploration stage		(17,662,195	)		(288,082	)
Total stockholders' deficit		(312,876	)		(52,477	)
Total liabilities and stockholders' deficit	$	13,340		$	21,834

Vancouver, Canada

~~See accompanying notes to consolidated financial statements.~~15

21SPARTAN GOLD LTD.

~~SPARTAN~~(An ~~GOLD~~Exploration ~~LTD.~~Stage Company)

~~(An~~Consolidated Balance ~~Exploration Stage Company)~~Sheets

Consolidated Statements of Operations

	December 31,
	2012			2011
ASSETS

Current assets:
Cash	$	11,137		$	4,864
Prepaid expenses		–			4,163

Total current assets		11,137			9,027

Property and equipment, net		2,284			4,313

Total assets	$	13,421		$	13,340

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable (Note 7)	$	187,379		$	54,235
Accrued expenses (Note 7)		74,213			221,981
Due to related parties (Note 7)		28,000			50,000

Total current liabilities		289,592			326,216

Commitments and contingencies (Note 11)

Stockholders' deficit (Note 8):
Common stock $.001 par value 1,000,000,000 shares authorized, 42,085,944 and 31,644,658 shares issued and outstanding, at December 31, 2012 and 2011, respectively		42,086			31,645
Common stock issuable, 250,000 and nil shares issuable at December 31, 2012 and 2011, respectively		12,500			–
Additional paid-in capital		18,332,114			17,525,805
Deficit accumulated from prior operations		(208,131	)		(208,131	)
Deficit accumulated during the exploration stage		(18,454,740	)		(17,662,195	)
Total stockholders' deficit		(276,171	)		(312,876	)

Total liabilities and stockholders' deficit	$	13,421		$	13,340

	For the Year Ended December 31,						For the Period July 8, 2010 (Inception of Exploration Stage) to December 31,
	2011			2010			2011
Operating Expenses:
General and administrative (Note 6)	$	1,388,423		$	145,815		$	1,522,478
Mineral property impairment (Note 4)		-			104,027			104,027
Mineral property option payments (Note 4)		15,269,760			50,000			15,319,760
Mineral property expenditures (Note 4)		36,560			-			36,560
Mineral property exploration costs (Note 4)		300,316			-			300,316
Total operating expenses		16,995,059			299,842			17,283,141
Other Expense:
Interest expense (Note 5)		379,054			-			379,054
Net loss	$	(17,374,113	)	$	(299,842	)	$	(17,662,195	)
Net loss per share - Basic and diluted	$	(1.13	)	$	(0.01	)
Weighted average number of shares oustanding during the period -
Basic and diluted		15,361,636			22,805,116

See accompanying notes to consolidated financial statements.

~~See accompanying notes to consolidated financial statements.~~16

22SPARTAN GOLD LTD.

~~SPARTAN~~(An ~~GOLD~~Exploration ~~LTD.~~Stage Company)

~~(An~~Consolidated ~~Exploration~~Statements ~~Stage~~of ~~Company)~~Operations

Consolidated Statement of Stockholders' Equity (Deficit)

	For the Year Ended December 31,						For the Period July 8, 2010 (Inception of Exploration Stage) to December 31,
	2012			2011			2012
Operating expenses:
General and administrative (Notes 7 and 8)	$	703,549		$	1,388,423		$	2,226,027
Mineral property impairment (Note 4)		–			–			104,027
Mineral property option payments (Note 4)		25,000			15,269,760			15,344,760
Mineral property expenditures (Note 4)		56,560			36,560			93,120
Mineral property exploration costs (Note 4)		20,417			300,316			320,733
Total operating expenses		805,526			16,995,059			18,088,667

Other income (expense):
Gain on settlement of debt (Note 9)		75,000			–			75,000
Interest expense (Notes 5 and 6)		(62,019	)		(379,054	)		(441,073	)

Net loss	$	(792,545	)	$	(17,374,113	)	$	(18,454,740	)


Net loss per share - Basic and diluted	$	(0.02	)	$	(1.13	)

Weighted average number of shares outstanding during the period - Basic and diluted		31,782,782			15,361,636

~~For~~See ~~the~~accompanying ~~period~~notes ~~from September 6, 2007 (Inception)~~ to ~~December~~consolidated ~~31,~~financial ~~2011~~statements.

	Common stock						Additional paid-in		Treasury			Deficit accumulated from prior			Deficit accumulated during the exploration			Total stockholders' equity
	Shares			Amount			capital		stock			operations			stage			(deficit)
Opening balance, September 6, 2007 (Inception)		-		$	-		$	-	$	-		$	-		$	-		$	-
Common stock issued to founders at $.0005 per share		24,000,000			24,000			-		-			(12,000	)		-			12,000
Common stock issued for cash at $0.01 per share		3,250,000			3,250			29,250		-			-			-			32,500
Net loss for the period September 6, 2007 (inception) to December 31, 2007		-			-			-		-			(24,400	)		-			(24,400	)
Balance, December 31, 2007		27,250,000			27,250			29,250		-			(36,400	)		-			20,100
Common stock issued for cash at $0.005 per share under a private placement		3,000,000			3,000			12,000		-			-			-			15,000
Common stock issued for cash at $0.01 per share under a private placement		200,000			200			1,800		-			-			-			2,000
Net loss for the year ended December 31, 2008		-			-			-		-			(36,538	)		-			(36,538	)
Balance, December 31, 2008		30,450,000			30,450			43,050		-			(72,938	)		-			562
Net loss for the year ended December 31, 2009		-			-			-		-			(13,375	)		-			(13,375	)
Balance, December 31, 2009		30,450,000			30,450			43,050		-			(86,313	)		-			(12,813	)
Contribution of related party loan		-			-			19,603		-			-			-			19,603
Contribution of shares to treasury by principal shareholder		-			-			129,851		(129,851	)		-			-
Treasury shares retired and cancelled		(19,792,500	)		(19,793	)				129,851			(110,058	)		-			-
Contribution of shares by shareholders to purchase Arbacoochee mineral rights at $0.009711 per share		-			-			54,027		-			-			-			54,027
Shares awarded - executive employment agreements contributed by principal shareholder at $0.00656 per share		-			-			5,248		-			-			-			5,248
Common stock issued for cash at $6.00 per share under a private placement		30,217			30			181,270		-			-			-			181,300
Net loss for the year ended December 31, 2010		-			-			-		-			(11,760	)		(288,082	)		(299,842	)
Balance, December 31, 2010		10,687,717		$	10,687		$	433,049	$	-		$	(208,131	)	$	(288,082	)	$	(52,477	)

~~See~~SPARTAN ~~accompanying~~GOLD ~~notes to consolidated financial statements~~LTD.

~~Continued~~(An Exploration Stage Company)

23Consolidated Statements of Cash Flows

SPARTAN GOLD LTD.

	For the Year Ended December 31,						For the Period July 8, 2010 (Inception of Exploration Stage) to December 31,
	2012			2011			2012

Cash flows used in operating activities:
Net loss	$	(792,545	)	$	(17,374,113	)	$	(18,454,740	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		2,029			1,776			3,805
Stock-based compensation		470,307			649,900			1,125,455
Stock issuable for finance fees		12,500			–			12,500
Accretion of discount on secured convertible promissory note for commitment shares and warrants		–			344,594			344,594
Accretion of beneficial conversion feature on secured convertible promissory notes and loans		62,019			30,405			92,424
Interest accrued on secured convertible promissory note		–			4,055			4,055
Non-cash mineral property expenditures		20,000			15,234,760			15,254,760
Impairment of mineral rights		–			–			104,027
Gain on settlement of debt		(75,000	)		–			(75,000	)
Changes in operating assets and liabilities:
Prepaid expenses		4,163			(4,163	)		–
Accounts payable		74,899			29,524			124,164
Accrued expenses		65,241			172,381			287,222
Net cash used in operating activities		(156,387	)		(910,881	)		(1,176,734	)

Cash flows used in investing activities:
Purchase of property and equipment		–			(6,089	)		(6,089	)
Acquisition of mineral rights		–			–			(50,000	)
Net cash used in investing activities		–			(6,089	)		(56,089	)

Cash flows from financing activities:
Advances from third parties		62,020			–			62,020
Advances from related parties		118,000			50,000			168,000
Payments to related parties		(17,360	)		–			(17,360	)
Proceeds from issuance of note payable, related parties		–			200,000			200,000
Proceeds from sale of common stock		–			650,000			831,300
Net cash provided by financing activities		162,660			900,000			1,243,960

Net increase (decrease) in cash		6,273			(16,970	)		11,137

Cash at beginning of year		4,864			21,834			–

Cash at end of year	$	11,137		$	4,864		$	11,137

Supplemental disclosure of cash flow information:

Cash paid for interest	$	–		$	–		$	–

Cash paid for taxes	$	–		$	–		$	–

~~(An~~See ~~Exploration~~accompanying ~~Stage~~notes ~~Company)~~to consolidated financial statements.

~~Consolidated Statement of Stockholders' Equity (Deficit) (~~Continued)

~~For the period from September 6, 2007 (Inception) to December 31, 2011~~18

	Common stock				Additional paid-in		Treasury		Deficit accumulated from prior			Deficit accumulated during the exploration			Total stockholders' equity
	Shares		Amount		capital		stock		operations			stage			(deficit)
Common stock issued for cash at $12.00 per share under a private placement		54,167		55		649,945		-		-			-			650,000
Shares issued to consultant for services at $13.00 per share		50,000		50		649,850		-		-			-			649,900
Common stock issued under option agreement to acquire mineral rights at $18.00 per share		650,000		650		11,699,350		-		-			-			11,700,000
Common stock issued in connection with secured convertible promissory note		1,250,000		1,250		201,452		-		-			-			202,702
Warrants to purchase 1,250,000 shares of common stock issued in connection with secured convertible promissory note		-		-		141,892		-		-			-			141,892
Beneficial conversion feature of secured convertible promissory note		-		-		30,405		-		-			-			30,405
Warrants to purchase 349,975 shares of common stock issued under option agreements to acquire mineral rights		-		-		3,359,760		-		-			-			3,359,760
Conversion of secured convertible promissory note to common stock		18,952,774		18,953		360,102		-		-			-			379,055
Net loss for the year ended December 31, 2011		-		-		-		-		-			(17,374,113	)		(17,374,113	)
Balance, December 31, 2011		31,644,658	$	31,645	$	17,525,805	$	-	$	(208,131	)	$	(17,662,195	)	$	(312,876	)

SPARTAN GOLD LTD.

~~See~~(An ~~accompanying~~Exploration ~~notes~~Stage ~~to consolidated financial statements.~~Company)

24Consolidated Statements of Cash Flows (Continued)

SPARTAN GOLD LTD.

		For the Year Ended December 31,								For the Period July 8, 2010 (Inception of Exploration Stage) to December 31,
		2012				2011				2012

Non-cash investing and financing activities:

	Benefical conversion feature on secured loan		$	(62,019	)		$	–			$	(62,019	)
	Additional paid in capital		$	62,019			$	–			$	62,019

	Conversion of accrued compensation to common stock:
	Accrued compensation		$	(79,764	)						$	(79,764	)
	Common stock		$	1,595							$	1,595
	Additional paid in capital		$	78,169							$	78,169

	Conversion of amounts due to related parties to common stock:
	Amounts due to related parties		$	(204,660	)						$	(204,660	)
	Common stock		$	4,093							$	4,093
	Additional paid in capital		$	200,567							$	200,567

	Conversion of secured convertible promissory note and accrued interest to common stock
	Secured convertible promissory note		$	–			$	(379,055	)		$	(379,055	)
	Common stock		$	–			$	18,953			$	18,953
	Additional paid in capital		$	–			$	360,102			$	360,102

	Conversion of related party payable to capital		$	–			$	–			$	19,603
	Additional paid in capital		$	–			$	–			$	(19,603	)

	Value of mineral rights contributed to the Company		$	–			$	–			$	(54,027	)
	Additional paid in capital		$	–			$	–			$	54,027

	Contribution of 19,792,500 shares of common stock to treasury by principal shareholder:		$	–			$	–			$	(129,851	)
	Additional paid in capital		$	–			$	–			$	129,851

	Retirement and cancellation of 19,792,500 shares of common stock:
	Common stock		$	–			$	–			$	(19,793	)
	Treasury stock		$	–			$	–			$	129,851
	Deficit accumulated from prior operations		$	–			$	–			$	(110,058	)

~~(An~~See ~~Exploration~~accompanying ~~Stage~~notes ~~Company)~~to consolidated financial statements.

~~Consolidated Statements of Cash Flows~~19

	For the Year Ended December 31,						For the Period July 8, 2010 (Inception of Exploration Stage) to December 31,
	2011			2010			2011
Cash flows used in operating activities:
Net loss	$	(17,374,113	)	$	(299,842	)	$	(17,662,195	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		1,776			-			1,776
Stock issued for services		649,900			5,248			655,148
Accretion of discount on secured convertible promissory note for commitment shares and warrants		344,594			-			344,594
Accretion of beneficial conversion feature on secured convertible promissory note		30,405			-			30,405
Interest accrued on secured convertible promissory note		4,055			-			4,055
Non-cash mineral property expenditures		15,234,760			-			15,234,760
Impairment of mineral rights		-			104,027			104,027
Changes in operating assets and liabilities:
Prepaid expenses		(4,163	)		-			(4,163	)
Accounts payable		29,524			22,441			49,265
Accrued expenses		172,381			49,600			221,981
Net cash used in operating activities		(910,881	)		(118,526	)		(1,020,347	)
Cash flows used in investing activities:
Purchase of property and equipment		(6,089	)		-			(6,089	)
Acquisition of mineral rights		-			(50,000	)		(50,000	)
Net cash used in investing activities		(6,089	)		(50,000	)		(56,089	)
Cash flows from financing activities:
Advances from related parties, net		50,000			9,053			50,000
Proceeds from issuance of note payable, related parties		200,000			-			200,000
Proceeds from sale of common stock		650,000			181,300			831,300
Net cash provided by financing activities		900,000			190,353			1,081,300
Net increase (decrease) in cash		(16,970	)		21,827			4,864
Cash at beginning of year		21,834			7			-
Cash at end of year	$	4,864		$	21,834		$	4,864
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

SPARTAN GOLD LTD.

~~See~~(An ~~accompanying~~Exploration ~~notes~~Stage ~~to consolidated financial statements.~~ Company)

~~Continued~~Consolidated Statement of Stockholders' Deficit

25For the period from September 6, 2007 (Inception) to December 31, 2012

SPARTAN GOLD LTD.

																Deficit
													Deficit			accumulated			Total
							Common stock				Additional		accumulated			during the			stockholders’
	Common stock						issuable				paid-in		from prior			exploration			equity
	Shares			Amount			Shares		Amount		capital		operations			stage			(deficit)

Opening balance, September 6, 2007 (Inception)		–		$	–			–	$	–	$	–	$	–		$	–		$	–

Common stock issued to founders at $.0005 per share		24,000,000			24,000			–		–		–		(12,000	)		–			12,000

Common stock issued for cash at $0.01 per share		3,250,000			3,250			–		–		29,250		–			–			32,500

Net loss for the period September 6, 2007 (inception) to December 31, 2007		–			–			–		–		–		(24,400	)		–			(24,400	)

Balance, December 31, 2007		27,250,000			27,250			–		–		29,250		(36,400	)		–			20,100

Common stock issued for cash at $0.005 per share under a private placement		3,000,000			3,000			–		–		12,000		–			–			15,000

Common stock issued for cash at $0.01 per share under a private placement		200,000			200			–		–		1,800		–			–			2,000

Net loss for the year ended December 31, 2008		–			–			–		–		–		(36,538	)		–			(36,538	)

Balance, December 31, 2008		30,450,000			30,450			–		–		43,050		(72,938	)		–			562

Net loss for the year ended December 31, 2009		–			–			–		–		–		(13,375	)		–			(13,375	)

Balance, December 31, 2009		30,450,000			30,450			–		–		43,050		(86,313	)		–			(12,813	)

Contribution of related party loan		–			–			–		–		19,603		–			–			19,603

Contribution of shares to treasury by principal shareholder, retired and cancelled		(19,792,500	)		(19,793	)		–		–		129,851		(110,058	)		–			–

Contribution of shares by shareholders to purchase Arbacoochee mineral rights at $0.009711 per share		–			–			–		–		54,027		–			–			54,027

Shares awarded - executive employment agreements contributed by principal shareholder at $0.00656 per share		–			–			–		–		5,248		–			–			5,248

Common stock issued for cash at $6.00 per share under a private placement		30,217			30			–		–		181,270		–			–			181,300

Net loss for the year ended December 31, 2010		–			–			–		–		–		(11,760	)		(288,082	)		(299,842	)

Balance, December 31, 2010		10,687,717		$	10,687			–	$	–	$	433,049	$	(208,131	)	$	(288,082	)	$	(52,477	)

~~(An~~See ~~Exploration~~accompanying ~~Stage~~notes ~~Company)~~to consolidated financial statements.

~~Consolidated Statements of Cash Flows (~~Continued)

	For the Year Ended December 31,						For the Period July 8, 2010 (Inception of Exploration Stage) to December 31,
	2011			2010			2011
Non-cash investing and financing activities:
Conversion of secured convertible promissory note and accrued interest to common stock
Secured convertible promissory note	$	(379,055	)	$	-		$	(379,055	)
Common stock	$	18,953		$	-		$	18,953
Additional paid in capital on stock issued	$	360,102		$	-		$	360,102
Conversion of related party payable to capital	$	-		$	19,603		$	19,603
Additional paid in capital	$	-		$	(19,603	)	$	(19,603	)
Value of mineral rights contributed to the Company	$	-		$	(54,027	)	$	(54,027	)
Additional paid in capital	$	-		$	54,027		$	54,027
Contribution of 19,792,500 shares of common stock to treasury by principal shareholder:	$	-		$	(129,851	)	$	(129,851	)
Additional paid in capital	$	-		$	129,851		$	129,851
Retirement and cancellation of 19,792,500 shares of common stock:
Common stock	$	-		$	(19,793	)	$	(19,793	)
Treasury stock	$	-		$	129,851		$	129,851
Deficit accumulated from prior operations	$	-		$	(110,058	)	$	(110,058	)

~~See~~SPARTAN ~~accompanying~~GOLD ~~notes to consolidated financial statements~~LTD.

26(An Exploration Stage Company)

~~SPARTAN~~Consolidated ~~GOLD~~Statement ~~LTD.~~of Stockholders' Deficit (Continued)

~~(An~~For ~~Exploration~~the ~~Stage~~period ~~Company~~from September 6, 2007 (Inception) to December 31, 2012

Notes to Consolidated Financial Statements

Deficit

accumulated

Total

Common stock

Additional

accumulated

during the

stockholders'

Common stock

issuable

paid-in

from prior

exploration

equity

Amount

capital

operations

stage

(deficit)

Common stock issued for cash at $12.00 per share under a private placement

54,167

–

649,945

–

650,000

Shares issued to consultant for services at $13.00 per share

50,000

–

649,850

–

649,900

Common stock issued under option agreement to acquire mineral rights at $18.00 per share

650,000

650

–

11,699,350

–

11,700,000

Common stock issued in connection with secured convertible promissory note

1,250,000

1,250

–

201,452

–

202,702

Warrants to purchase 1,250,000 shares of common stock issued in connection with secured convertible promissory note

–

141,892

–

141,892

Beneficial conversion feature of secured convertible promissory note

–

30,405

–

30,405

Warrants to purchase 349,975 shares of common stock issued under option agreements to acquire mineral rights

–

3,359,760

–

3,359,760

Conversion of secured convertible promissory note to common stock

18,952,774

18,953

–

360,102

–

379,055

Net loss for the year ended December 31, 2011

–

(17,374,113

)

(17,374,113

)

Balance, December 31, 2011

31,644,658

31,645

–

17,525,805

(208,131

)

(17,662,195

)

(312,876

)

Shares awarded under executive employment agreement

50,000

–

24,950

–

25,000

Warrants to purchase 900,000 shares of common stock issued to consultants for services to be rendered

–

130,167

–

130,167

Common stock issued in lieu of cash compensation

5,855,286

5,855

–

286,909

292,764

Common stock issued for services

442,800

443

–

21,697

22,140

Compensation expense of stock options issued to employees

–

80,000

–

80,000

Common stock issued in conversion of amounts due to related party

4,093,200

4,093

–

200,567

–

204,660

Beneficial conversion feature of secured loan payable

–

62,019

–

62,019

Common stock issuable for finance fees

–

250,000

12,500

–

12,500

Net loss for the year ended December 31, 2012

–

(792,545

)

(792,545

)

Balance, December 31, 2012

42,085,944

42,086

250,000

12,500

18,332,114

(208,131

)

(18,454,740

)

(276,171

)

~~December~~See ~~31,~~accompanying notes ~~2011~~to consolidated financial statements

~~Note 1 – Nature of Business, Presentation, and Going Concern~~21

~~Organization~~SPARTAN GOLD LTD. (An Exploration Stage Company)

~~Spartan~~Notes to ~~Gold~~Consolidated ~~Ltd.,~~Financial ~~the~~Statements December ~~“Company”~~31, ~~was incorporated in Nevada on September 6, 2007.~~2012

OnNote ~~May~~1 ~~21,~~– ~~2010, the Company experienced a change in control and the Company abandoned its original plan~~ Nature of ~~developing~~Business, ~~and~~Presentation, ~~operating biodiesel facilities to concentrate on gold exploration~~ and ~~mining.~~Going ~~Concurrent with the change in control transaction, all related party obligations were settled.~~Concern

On July 8, 2010, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change its name to Spartan Gold Ltd. The Company now operates as a U.S. based junior gold exploration and mining company. The Company is engaged in exploration activities on its properties to ascertain the feasibility of commencing production.Organization

~~Stock~~Spartan Gold ~~Splits~~Ltd., (“Spartan” or the “Company”), was incorporated in Nevada on September 6, 2007.

On ~~July~~May 1921, 2010, the Company's ~~Board~~experienced a ofchange ~~Directors~~in ~~declared~~control aand ~~forty-to-one~~the ~~forward~~Company ~~stock~~abandoned ~~split~~its original plan of ~~all~~developing ~~outstanding~~and ~~shares~~operating ofbiodiesel ~~common~~facilities ~~stock~~to concentrate on gold exploration and mining.

On ~~November~~July 98, ~~2011~~2010, the Company's ~~Board~~filed ofan ~~Directors~~amendment to ~~declared~~its aArticles ~~one-for-twenty reverse stock split~~ of ~~all~~Incorporation ~~outstanding shares of common stock. All common share and per common share data~~ in ~~these~~the ~~consolidated~~State ~~financial~~of ~~statements~~Nevada ~~and~~to ~~related~~change ~~notes~~its ~~hereto~~name ~~have been retroactively adjusted~~ to ~~account~~Spartan ~~for~~Gold ~~the~~Ltd. The ~~effect~~Company ofnow ~~the~~operates as ~~reverse~~a ~~stock~~U.S. ~~split~~based ~~for~~junior ~~all~~gold ~~periods~~exploration ~~presented~~and ~~prior~~mining ~~to November 9, 2011~~company. The ~~total~~Company ~~number~~is ofengaged ~~authorized~~in ~~common~~exploration ~~shares~~activities ~~and~~on ~~the~~its ~~par~~properties to ~~value~~ascertain ~~thereof~~the ~~was~~feasibility ~~not~~of ~~changed~~commencing ~~by the split~~production.

~~Basis~~Stock ~~of Presentation~~Splits

~~The~~On ~~accompanying~~July ~~financial~~19, ~~statements~~2010, ~~have~~the ~~been~~Company's ~~prepared~~Board inof Directors ~~accordance~~declared ~~with~~a ~~accounting~~forty-to-one ~~principles~~forward ~~generally~~stock ~~accepted~~split ~~in The United States~~ of ~~America~~all ~~and~~outstanding ~~the~~shares ~~rules and regulations~~ of ~~the~~common ~~Securities and Exchange Commission (“SEC”)~~stock.

~~Exploration~~On ~~Stage~~November 9, 2011, the Company's Board of Directors declared a one-for-twenty reverse stock split of all outstanding shares of common stock.

AsAll ofcommon ~~July~~share 8,and ~~2010,~~per ~~the~~common ~~Company~~share ~~became~~data in anthese ~~“exploration~~consolidated ~~stage~~financial ~~company”~~statements ~~as defined in the Securities~~ and ~~Exchange~~related ~~Commission~~notes ~~Industry~~hereto ~~Guide~~have 7,been ~~and~~retroactively isadjusted ~~subject~~ to ~~compliance~~account ~~with~~for ~~ASC Topic 915 “Development Stage Entities”. For~~ the ~~period~~effect of ~~from September 6, 2007 (Inception) to July 8, 2010,~~ the ~~Company~~reverse ~~was~~stock asplit ~~“development~~for ~~stage~~all ~~company”~~periods inpresented ~~accordance with ASC Topic 915. Deficits accumulated~~ prior to ~~becoming~~November an9, ~~“exploration~~2011. ~~stage~~The total ~~company”~~number ~~have~~of ~~been~~authorized ~~separately~~common ~~presented~~shares inand the ~~accompanying~~par ~~consolidated~~value ~~balance~~thereof ~~sheets~~was ~~and~~not ~~statements~~changed ofby ~~stockholders’ equity (deficit). To date,~~ the ~~Company's~~stock ~~planned principal operations have not fully commenced~~splits.

~~Going~~Basis ~~Concern~~of Presentation

The accompanying consolidated financial statements have been prepared onin aaccordance ~~going~~with ~~concern~~accounting ~~basis,~~principles ~~which~~generally ~~contemplates~~accepted ~~the realization of assets and the satisfaction of liabilities~~ in the ~~normal~~United ~~course~~States of ~~business. The~~America ~~Company has incurred a net loss of $17,374,113~~ and ~~$299,842 for~~ the rules ~~years ended December 31, 2011~~ and ~~2010,~~regulations ~~respectively, and has incurred cumulative losses since inception~~ of ~~its exploration stage of $17,662,195. The Company has a stockholders’ deficit of $312,876 at December 31, 2011. These factors raise substantial doubt about~~ the ~~ability~~Securities of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues, its ability to continue to raise investment capital, and ~~implement~~Exchange ~~its~~Commission ~~business plan~~(“SEC”). ~~No assurance can be given that the Company will be successful in these efforts.~~

~~These~~Exploration ~~consolidated~~Stage financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

27As of July 8, 2010, the Company became an “exploration stage company” as defined in the SEC Industry Guide 7, and is subject to compliance with ASC Topic 915 “Development Stage Entities”. For the period from September 6, 2007 (Inception) to July 8, 2010, the Company was a “development stage company” in accordance with ASC Topic 915. Deficits accumulated prior to becoming an “exploration stage company” have been separately presented in the accompanying consolidated balance sheets and statements of stockholders’ equity (deficit). To date, the Company's planned principal operations have not fully commenced.

~~SPARTAN~~Going ~~GOLD LTD.~~Concern

~~(An~~The ~~Exploration~~accompanying ~~Stage~~consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company) has incurred a net loss of $792,545 and $17,374,113 for the years ended December 31, 2012 and 2011, respectively, and has incurred cumulative losses since inception of its exploration stage of $18,454,740. The Company has a stockholders’ deficit of $276,171 at December 31, 2012. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues, its ability to continue to raise investment capital, and implement its business plan. No assurance can be given that the Company will be successful in these efforts.

~~Notes~~These consolidated financial statements do not include any adjustments relating to ~~Consolidated~~the ~~Financial~~recoverability ~~Statements~~and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

~~December 31, 2011~~22

~~Note~~SPARTAN 2GOLD ~~– Summary~~LTD. (An ofExploration ~~Significant~~Stage ~~Accounting Policies~~Company)

~~Use~~Notes ofto ~~Estimates~~Consolidated Financial Statements December 31, 2012

~~The~~Note ~~preparation~~2 of– Summary ~~financial statements in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.~~ Significant Accounting areas of estimate include the impairment of assets and rates for amortization, accrued liabilities, future income tax obligations and the inputs used in calculating stock-based compensation and transactions. Actual results could differ from those estimates and would impact future results of operations and cash flows.Policies

~~Principles~~Use of ~~Consolidation~~Estimates

The ~~consolidated~~preparation of financial statements in ~~include~~conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the ~~accounts~~reported amounts of ~~Spartan~~assets ~~Gold~~and ~~Ltd~~liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas of estimate include the impairment of assets and ~~its~~rates ~~wholly-owned~~for ~~subsidiary~~amortization, ~~Andhra~~accrued ~~Blue~~liabilities, ~~Limited. All~~future ~~significant~~income ~~inter~~tax obligations and the inputs used in calculating stock-~~company~~based ~~balances~~compensation and transactions. ~~have~~Actual ~~been~~results ~~eliminated~~could indiffer ~~consolidation~~from those estimates and would impact future results of operations and cash flows.

~~Cash~~Principles ~~and~~of ~~Cash Equivalents~~Consolidation

The ~~Company~~consolidated ~~considers~~financial ~~all~~statements ~~highly~~include the ~~liquid~~accounts ~~temporary~~of ~~cash~~Spartan ~~investments~~Gold ~~with~~Ltd. anand ~~original~~its ~~maturity~~wholly-owned ofsubsidiary, ~~three~~Andhra ~~months~~Blue ~~or less to be cash equivalents~~Limited. All Atsignificant ~~December~~inter-company balances ~~31, 2011~~ and ~~2010,~~transactions ~~respectively,~~have ~~the~~been ~~Company~~eliminated ~~had~~in ~~no cash equivalents~~consolidation.

~~Mineral~~Cash ~~Property~~and ~~Costs~~Cash Equivalents

The Company ~~has~~considers ~~been~~all inhighly ~~the~~liquid temporary ~~exploration~~cash ~~stage~~investments ~~since~~with ~~July~~an 8,original ~~2010~~maturity ~~and~~of ~~has~~three ~~not~~months ~~yet~~or ~~realized~~less ~~revenues~~to ~~from~~be ~~its~~cash ~~planned operations~~equivalents. It isAt ~~primarily~~December ~~engaged~~31, in2012 ~~the~~and ~~acquisition~~2011, ~~exploration~~ respectively, ~~and development of mining properties for gold and other precious metals. In accordance with~~ the ~~Securities~~Company ~~and~~had ~~Exchange~~no ~~Commission~~cash ~~Industry Guide 7, mineral property acquisition costs are capitalized and mineral property option payments and exploration costs are expensed to operations as incurred~~equivalents.

~~When~~Mineral itProperty has been determined that a mineral property can be economically developed as a result of establishing probable and then proven reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable-proven reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.Costs

~~Impairment~~The orCompany ~~Disposal~~has been in the exploration stage since July 8, 2010 and has not yet realized revenues from its planned operations. It is primarily engaged in the acquisition, exploration, and development of ~~Long-Lived~~mining ~~Assets~~properties for gold and other precious metals. In accordance with the SEC Industry Guide 7, mineral property acquisition costs are capitalized and mineral property option payments and exploration costs are expensed to operations as incurred.

~~The~~When ~~Company~~it ~~accounts~~has ~~for~~been ~~the~~determined ~~impairment~~that ora ~~disposal~~mineral property ofcan ~~long-lived~~be ~~assets~~economically ~~according~~developed toas ~~the~~a ~~Financial~~result ~~Accounting~~of ~~Standards~~establishing ~~Board’s~~probable ~~(“FASB”)~~and ~~Accounting~~then ~~Standards~~proven ~~Codification (“ASC”) 360 “Property~~reserves, ~~Plant and Equipment”. ASC 360 clarifies~~ the ~~accounting~~costs ~~for~~then ~~the~~incurred ~~impairment~~to develop ofsuch ~~long-lived~~property ~~assets~~are ~~and~~capitalized. Such ~~for~~costs ~~long-lived~~will ~~assets to~~ be ~~disposed~~amortized ~~of,~~using ~~including~~ the ~~disposal~~ units-of ~~business segments and major lines of business. Long~~-~~lived~~production ~~assets~~method ~~are~~over ~~reviewed when facts and circumstances indicate that~~ the ~~carrying~~estimated life ~~value~~ of the ~~asset~~probable-proven ~~may not be recoverable~~reserves. If ~~When~~mineral ~~necessary,~~properties ~~impaired assets~~ are ~~written~~subsequently ~~down~~abandoned ~~to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value~~ or ~~measured~~impaired, byany ~~discounting~~capitalized costs ~~estimated~~will ~~future~~be ~~cash~~charged ~~flows. Considerable management judgment is necessary~~ to ~~estimate discounted future cash flows~~operations. ~~Accordingly, actual results could vary significantly from such estimates.~~

~~Fair~~Impairment ~~Value~~or Disposal of ~~Financial Instruments~~Long-Lived Assets

The ~~following~~Company ~~provides~~accounts anfor ~~analysis~~the impairment or disposal of ~~financial~~long-lived ~~instruments~~assets ~~that~~according ~~are~~to ~~measured~~the ~~subsequent~~Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to ~~initial~~be ~~recognition~~disposed atof, ~~fair~~including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, ~~grouped~~impaired ~~into~~assets ~~Levels~~are 1written down to 3estimated fair value based on the ~~degree~~best toinformation available. ~~which~~Estimated fair value is ~~observable:~~generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates.

~~Level~~Fair 1Value -of ~~fair~~Financial ~~value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;~~Instruments

~~Level~~The 2following -provides ~~fair~~an ~~value~~analysis ~~measurements~~of financial instruments that are ~~those~~measured ~~derived~~subsequent ~~from~~to ~~inputs~~initial ~~other~~recognition ~~than~~at ~~quoted~~fair ~~prices~~value, ~~included~~grouped ~~within~~into ~~Level~~Levels 1 ~~that~~to ~~are~~3 ~~observable~~based ~~for~~on the ~~asset~~degree orto ~~liability,~~which ~~either~~fair value ~~directly~~is ~~(i.e. as prices) or indirectly (i.e. derived from prices); and~~observable:

Level 31 - fair value measurements are those derived from ~~valuation~~quoted ~~techniques~~prices ~~that~~(unadjusted) ~~include~~in ~~inputs~~active markets for ~~the~~identical ~~asset~~assets or ~~liability that are not based on observable market data (unobservable inputs).~~liabilities;

~~Financial~~Level ~~instruments~~2 ~~classified~~- asfair ~~Level~~value 1measurements -are those derived from inputs other than quoted prices inincluded ~~active~~within ~~markets~~Level ~~include~~1 ~~cash~~that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

28Level 3 - fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

~~SPARTAN GOLD LTD.~~23

SPARTAN GOLD LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements December 31, 2012

~~December~~Note ~~31,~~2 ~~2011~~– Summary of Significant Accounting Policies (Continued)

~~Note~~Fair 2Value ~~– Summary~~ of ~~Significant~~Financial ~~Accounting~~Instruments ~~Policies~~ (Continued)

~~Fair~~Financial ~~Value~~instruments ofclassified as ~~Financial~~Level ~~Instruments~~1 ~~(Continued)~~- quoted prices in active markets include cash.

~~These~~Financial ~~consolidated financial~~ instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, ~~2011~~2012. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable, ~~accrued expenses~~ and due to related parties.

Basic and Diluted Loss Per Share

The Company computes income (loss) per share in accordance with ASC 260, "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. 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 dilutive potential shares if their effect is anti-dilutive. ~~There~~ As of December 31, 2011, there were no1,599,975 warrants ~~potentially~~outstanding ~~dilutive~~to purchase shares as of ~~December~~common ~~31, 2010~~stock. As of December 31, ~~2011~~2012, there were 1a total of 2,~~599~~499,975 warrants outstanding and 4,000,000 stock options outstanding to purchase shares of common stock. However, these potentially dilutive shares are considered to be anti-dilutive and are therefore not included in the calculation of loss per share.

Stock Based Compensation

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award ~~(with limited exceptions)~~. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and additional paid-in capital in ~~shareholders'~~stockholders’ ~~equity/(~~deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

~~Income Taxes~~24

~~Income~~SPARTAN ~~taxes~~GOLD ~~are accounted for under the liability method of accounting for income taxes~~LTD. ~~Under~~ ~~the~~ (An ~~liability~~Exploration ~~method,~~Stage future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.Company)

29Notes to Consolidated Financial Statements December 31, 2012

~~SPARTAN~~Note ~~GOLD~~2 ~~LTD.~~– Summary of Significant Accounting Policies (Continued)

~~(An~~Income ~~Exploration Stage Company)~~Taxes

~~Notes~~Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to ~~Consolidated~~differences ~~Financial~~between ~~Statements~~the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

~~December~~The 31FASB has issued ASC 740 “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, ~~2011~~a company must measure the tax position to determine the amount to recognize in the financial statements.

~~Note~~As 2a ~~– Summary~~result of ~~Significant~~the ~~Accounting~~implementation ~~Policies~~of ~~(Continued)~~this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company has not met the more-likely-than-not threshold as of December 31, 2012.

~~Income~~Note ~~Taxes~~3 ~~(Continued)~~– Recent Accounting Pronouncements

~~The~~On ~~FASB~~February ~~has~~5, 2013, the FASB issued ~~ASC~~Accounting Standards ~~740~~Update (“~~Income Taxes~~ASU”~~. ASC~~) ~~740~~2013-02, ~~clarifies~~which ~~the~~requires ~~accounting~~entities ~~for~~to ~~uncertainty~~disclose inthe ~~income~~following ~~taxes~~additional ~~recognized~~information inabout anitems reclassified ~~enterprise’s~~out ~~financial~~of ~~statements. This~~accumulated ~~standard~~other ~~requires~~comprehensive aincome ~~company~~(“AOCI”): to(1) ~~determine~~changes ~~whether~~in itAOCI isbalances ~~more~~by ~~likely~~component, ~~than~~(2) significant ~~not~~items ~~that~~reclassified aout ~~tax~~of ~~position~~AOCI ~~will~~by becomponent ~~sustained~~either ~~upon~~on ~~examination~~the ~~based~~face ~~upon~~of the ~~technical~~income ~~merits~~statement ofor ~~the~~as ~~position.~~a Ifseparate footnote to the ~~more-likely-than-not~~financial ~~threshold~~statements. The ASU is ~~met~~effective for fiscal years, aand ~~company~~interim ~~must~~periods ~~measure~~within ~~the~~those ~~tax~~years, ~~position~~beginning toafter ~~determine~~December 15, ~~the~~2012. ~~amount~~The Company does not expect this ASU to ~~recognize~~have ina material impact on the financial statements.

AsIn aJuly ~~result~~2012, of the ~~implementation~~FASB ofissued ~~this~~ASU ~~standard~~2012-02, “Intangibles ~~the~~- ~~Company~~Goodwill ~~performed~~and aOther ~~review~~(Topic of350): ~~its~~Testing ~~material~~Indefinite-Lived ~~tax~~Intangible ~~positions~~Assets for Impairment” in ~~accordance~~Accounting Standards ~~with~~Update ~~recognition~~No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and ~~measurement~~Other ~~standards~~(Topic ~~established~~350): byTesting ~~ASC~~Indefinite-Lived Intangible ~~740~~Assets for Impairment and ~~concluded~~permits ~~that~~an ~~the~~entity ~~tax~~first ~~position~~to ofassess ~~the~~qualitative ~~Company~~factors ~~has~~to determine whether it is more likely than not ~~met~~that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative ~~more~~impairment test in accordance with Subtopic 350-~~likely~~30, Intangibles -~~than~~ Goodwill and Other -~~not~~ ~~threshold~~General Intangibles Other than Goodwill . The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of ~~December~~a 31date before July 27, 2012, ~~2011~~if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The Company does not expect this ASU to have a material impact on the financial statements

~~Accounting~~Management ~~Standards~~does ~~Codification~~not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the Company’s present or future consolidated financial statements.

The FASB’s Accounting Standards Codification (“ASC”) became effective on September 15, 2009. At that date, the ASC became the FASB’s officially recognized source of authoritative generally accepted accounting principles (“GAAP”) applicable to all public and non-public non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and related literature. All other accounting literature is considered non-authoritative. The switch to the ASC affects the way companies refer to U.S. GAAP in financial statements and accounting policies. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.25

~~Reclassifications~~SPARTAN GOLD LTD. (An Exploration Stage Company)

~~Certain~~Notes ~~items~~to onConsolidated ~~the~~Financial ~~2010~~Statements December ~~balance sheet~~31, ~~statement of operations and statement of cash flows have been reclassified to conform to current period presentation.~~2012

Note 34 – ~~Recent~~ ~~Accounting~~Mineral ~~Pronouncements~~Properties

InAs ~~June,~~of ~~2011~~December 31, ~~the~~2012 ~~FASB~~and ~~issued ASU No.~~ 2011~~-05~~, ~~which amends ASC Topic 220, Comprehensive Income. Under~~ the ~~amendment, an entity~~ Company has ~~the~~incurred ~~option to present the total of comprehensive income~~$101,977 ~~the components of net income,~~ and ~~the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices~~$15, ~~an entity is required to present each component of net income along with total net income~~606,636 each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in ~~stockholders'~~mineral ~~equity.~~property ~~The~~costs amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this ASU should be applied retrospectively. Additionally, the FASB issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which ~~allows~~have ~~companies~~been ~~the~~charged ~~ability~~ to ~~defer certain aspects of ASU 2011-05~~operations. A ~~For~~summary ~~public~~by property ~~entities,~~is ~~these~~as ~~amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The amendments do not require any transition disclosures.~~follows:

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted.

	Ziggurat		Poker Flats		Arbacoochee
	Property		Property		Gold Prospect		Total

Year Ended December 31, 2012

Impairment	$	–	$	–	$	–	$	–

Option payments		25,000		–		–		25,000

Property expenditures		–		56,560		–		56,560

Exploration costs		20,208		209		–		20,417

	$	45,208	$	56,769	$	–	$	101,977


Year Ended December 31, 2011

Impairment	$	–	$	–	$	–	$	–

Option payments		10,238,010		5,031,750		–		15,269,760

Property expenditures		–		36,560		–		36,560

Exploration costs		185,517		110,979		3,820		300,316

	$	10,423,527	$	5,179,289	$	3,820	$	15,606,636


From July 8, 2010 (Inception of Exploration Stage) to December 31, 2012

Impairment	$	–	$	–	$	104,027	$	104,027

Option payments		10,288,010		5,056,750		–		15,344,760

Property expenditures		–		93,120		–		93,120

Exploration costs		205,725		111,188		3,820		320,733

	$	10,493,735	$	5,261,058	$	107,847	$	15,862,640

~~Management~~Ziggurat ~~does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.~~Property

30On December 27, 2010, the Company entered into an Option and Mining Claim Acquisition Agreement between Mexivada Mining Corporation (“MMC” or the “Optionor”) and Sphere Resources, Inc. (“Sphere”). The agreement was amended on March 28, 2011 (the “First Amendment”) and further amended on December 22, 2011 (the “Second Amendment”).

~~SPARTAN~~MMC ~~GOLD~~is ~~LTD~~the owner of a 100% interest in certain mining claims in Nye County, in the State of Nevada, known as the “Ziggurat” Property. Resulting from the Agreement and First and Second Amendments, the Company has the following rights and obligations:

· Issuance of 393,125 shares of common stock (Anissued ~~Exploration~~at ~~Stage~~a ~~Company~~fair value of $7,076,250) and 41,875 shares of common stock (issued at a fair value of $753,750) to Sphere and MMC, respectively on execution of the amended Option Agreement;

~~Notes~~· Issuance of a warrant to ~~Consolidated~~purchase ~~Financial~~193,100 ~~Statements~~shares (recorded at a fair value of $1,853,760) and a warrant to purchase 41,875 shares (recorded at a fair value of $402,000) to Sphere and MMC, respectively, with an exercise price of $20.00 per share until March 28, 2016;

~~December 31, 2011~~26

~~Note~~SPARTAN 4GOLD –LTD. ~~Mineral~~ (An ~~Properties~~Exploration Stage Company)

AsNotes ofto Consolidated Financial Statements December 31, ~~2011 and 2010, the Company has incurred $15,606,636 and $154,027 in mineral property costs which have been charged to operations. A summary by property is as follows:~~2012

	Ziggurat Property		Poker Flats Property		Arbacoochee Gold Prospect		Total
Year ended December 31, 2010
Acquisition costs	$	-	$	-	$	104,027	$	104,027
Option payments		25,000		25,000		-		50,000
Property expenditures		-		-		-		-
Exploration costs		-		-		-		-
	$	25,000	$	25,000	$	104,027	$	154,027
Year ended December 31, 2011
Acquisition costs	$	-	$	-	$	-	$	-
Option payments		10,238,010		5,031,750		-		15,269,760
Property expenditures		-		36,560		-		36,560
Exploration costs		185,517		110,979		3,820		300,316
	$	10,423,527	$	5,179,289	$	3,820	$	15,606,636
From July 8, 2011 (Inception of Exploration Stage) to December 31, 2011
Acquisition costs	$	-	$	-	$	104,027	$	104,027
Option payments		10,263,010		5,056,750		-		15,319,760
Property expenditures		-		36,560		-		36,560
Exploration costs		185,517		110,979		3,820		300,316
	$	10,448,527	$	5,204,289	$	107,847	$	15,760,663

Note 4 – Mineral Properties (Continued)

Ziggurat Property (Continued)

On· ~~December~~The ~~27, 2010, the~~ Company ~~entered~~has ~~into~~paid ~~Option and Mining Claim Acquisition Agreement (the “Option Agreement”) with Mexivada Mining Corporation (“MMC”) and Sphere Resources, Inc. (“Sphere”). Pursuant~~ to ~~the option agreement, the Company was granted an option to acquire up to a 70% interest in~~ MMC’s ~~Ziggurat property. Upon earning a 70% interest~~$25,000 ~~the~~upon ~~Company~~executing ~~was to grant a 35% interest to Sphere under~~ the ~~terms~~Option ~~of a joint venture agreement. On December 27, 2010, the Company paid $25,000 to MMC.~~Agreement;

On· ~~March~~The ~~28,~~Company ~~2011,~~has ~~the~~paid ~~Option Agreement was amended pursuant~~ to aMMC ~~Memorandum~~$35,000 ofon ~~Understanding~~May ~~dated March 9~~27, 2011~~, such that Sphere’s option to acquire an interest in the Ziggurat property was cancelled and the Company was granted the option to acquire up to a 75% interest for the following consideration:~~;

●· ~~Issuance~~The ofCompany ~~393,125~~shall ~~shares~~pay ofto ~~common~~MMC ~~stock (issued at a fair value of~~ $725,~~076,250)~~000 ~~and~~on ~~41,875~~or ~~shares~~before ofthe ~~common~~second ~~stock~~anniversary ~~(issued~~date atof athe ~~fair~~Agreement ~~value of~~ ($~~753~~5,~~750)~~000 topaid ~~Sphere~~ and ~~MMC~~$20,000 ~~respectively on execution of the amended Option Agreement~~accrued);

31· The Company shall pay to MMC $25,000 on or before the third anniversary date of the Agreement;

~~SPARTAN~~· ~~GOLD~~An ~~LTD.~~initial 51% interest in the property will be earned upon incurring exploration expenditures of $1,500,000 on or before the third anniversary date of the agreement, all of which will be paid by the Company;

(· An ~~Exploration~~additional ~~Stage~~24% ~~Company)~~interest in the property will be earned upon incurring additional exploration expenditures of $1,000,000 and completing and delivering to the Optionor an industry-standard mining feasibility study on or before the fifth anniversary date of the agreement;

~~Notes~~· Sphere is required to ~~Consolidated~~issue ~~Financial~~certain ~~Statements~~shares of common stock to MMC;

~~December~~· ~~31,~~The ~~2011~~Company granted a 2.5% Net Smelter Royalty (“NSR”) for any and all products that are produced from the Ziggurat mining claims to Sphere and a .5% NSR to MMC;

~~Note~~· 4If –and ~~Mineral~~when ~~Properties~~the ~~(Continued)~~Company elects to sell and convey all or a portion of its interest in the Ziggurat Property, the Company shall have the right to purchase up to 100% of the 2.5% NSR granted, conveyed and assigned by the Company to Sphere on its share of production from the Ziggurat Property, under terms to be agreed upon by the Company and Sphere.

~~Ziggurat~~Further, ~~Property~~the Company will pay $117,250 (~~Continued~~See Note 6 – Secured Convertible Promissory Note) and $16,750 (not paid) to Sphere and MMC, respectively, of which 50% is to be paid within 60 days after the effective date of a S-1 to be filed with the SEC and the remainder after such date of the Company obtaining financing of $2,000,000. As of December 31, 2012, the Company has neither filed the S-1 nor obtained such financing.

●Poker ~~Issuance~~Flats of a warrant to purchase 193,100 shares (recorded at a fair value of $1,853,760) and a warrant to purchase 41,875 shares (recorded at a fair value of $402,000) to Sphere and MMC, respectively, with an exercise price of $20.00 per share until March 28, 2016;Property

●On ~~Payment~~December of22, ~~$35~~2010,~~000~~ tothe Company entered into an Option and Mining Claim Acquisition Agreement between MMC byand ~~May~~Sphere. 27The agreement was amended on March 28, 2011 (the “First Amendment”) and further amended on December 22, 2011 (~~paid~~the “Second Amendment”);.

●MMC ~~Payment~~is the owner of ~~$25~~a 100% interest in certain mining claims located in the Carlin Mining District in Elko County Nevada,~~000~~ toknown ~~MMC~~as bythe ~~March~~“Poker Flats” 28Property. Resulting from the Agreement and First and Second Amendments, ~~2012~~the ~~(not~~Company ~~paid);~~has the following rights and obligations:

●· ~~Payment~~Issuance of 194,375 shares of common stock (issued and recorded at a fair value of $253,~~000~~498,750) and 20,625 shares of common stock (issued and recorded at a fair value of $371,250) to Sphere and MMC, byrespectively ~~March~~on ~~28,~~execution ~~2013.~~of the amended Option Agreement;

As· ~~additional~~Issuance ~~consideration,~~of ~~the~~a ~~Company~~warrant ~~was~~ to ~~register~~purchase ~~500~~94,~~000~~375 ~~and~~shares ~~125,000~~(recorded ~~shares~~at ~~owned~~a byfair ~~Sphere~~value ~~and~~of ~~MMC~~$906,000) ~~respectively,~~and ~~upon~~a ~~the~~warrant ~~filing~~to ofpurchase an20,625 ~~S-1~~shares ~~Registration~~(recorded ~~Statement~~at ~~with~~a ~~the~~fair ~~SEC~~value byof ~~May 1~~$198,000) ~~2011. The failure~~ of ~~filing~~common ~~this~~stock ~~S-1 would not result in any legal action~~ to ~~enforce~~Sphere ~~this~~and ~~provision. As of December 31~~MMC, ~~2011~~respectively, ~~the~~with ~~Company~~an ~~has~~exercise ~~not~~price ~~filed~~of ~~the~~$20.00 ~~S-1~~per ~~Registration~~share ~~Statement~~until ~~and~~March ~~has~~28, ~~not registered such shares.~~2016;

~~Further,~~· ~~the~~The Company ~~will~~has ~~pay $117,250 (See Note 5 – Secured Convertible Promissory Note) and $16,750 (not~~ paid) to ~~Sphere and~~ MMC, ~~respectively, of which 50% is to be paid within 60 days after the effective date of a S-1 to be filed with the SEC and the remainder after such date of Spartan obtaining financing of~~ $225,000~~,000.~~ Asupon ofexecuting ~~December 31, 2011,~~ the ~~Company~~Option ~~has neither filed a S-1 nor obtained such financing.~~Agreement;

~~The~~· ~~Company~~Sphere ~~will~~is berequired ~~considered~~ to ~~have~~issue ~~acquired~~certain ashares ~~51% interest in the Ziggurat property by incurring exploration expenditures~~ of ~~$1,500,000~~common onstock orto ~~before March 28, 2014 and may acquire an additional 24% by incurring an additional $1,000,000 by March 28, 2014 and completing a mining prefeasibility study on or before March 28, 2016.~~MMC;

In· ~~consideration~~An ofinitial ~~MMC~~51% ~~transferring~~interest in the ~~option~~property ~~agreement~~will tobe ~~the~~earned ~~Company~~upon incurring exploration expenditures of $500,000 ~~Sphere~~on isor ~~required~~before tothe ~~issue~~third ~~certain~~anniversary ~~shares~~date of ~~common~~the ~~stock~~agreement, toall ~~MMC.~~of which will be paid by the Company;

~~Upon~~· ~~earning~~An aadditional 7524% interest in the ~~Ziggurat~~ property will be earned upon incurring additional exploration expenditures of $250,000 aand ~~joint~~completing ~~venture~~and ~~will~~delivering beto ~~formed~~the onOptionor aan ~~75/25~~industry-standard ~~basis~~mining ~~for~~feasibility study on or before the ~~Company~~fifth ~~and~~anniversary ~~MMC,~~date ~~respectively.~~of the agreement;

On· ~~December~~Upon ~~22,~~exercise ~~2011,~~of the ~~Company~~option, ~~MMC and Sphere entered into an Agreement for Grant of NSR Production Royalty of its Ziggurat property. Under this Agreement,~~ the Company ~~grants,~~will ~~conveys~~assume ~~and assigns to Sphere~~ a ~~two~~75% ~~and~~interest ~~one-half~~in ~~percent~~an ~~(2.5%)~~existing ~~NSR~~ Production Royalty ~~and~~Agreement ~~grants,~~which ~~conveys~~requires ~~and~~the ~~assigns~~payment ~~to MMC a one-half~~ of ~~one percent (0.5~~3%) NSR ~~Production~~for ~~Royalty~~any onand ~~the~~all ~~Company's~~products ~~share~~that ofare ~~mineral~~produced ~~production~~ from the ~~Ziggurat~~Poker ~~Property~~Flats ifmining ~~and~~claims ~~when~~to ~~there is production from~~ the ~~Ziggurat~~lessor ~~Property. It is the intent and understanding~~ of the ~~Parties~~claims ~~that the terms NSR Production Royalty and the term Exploration Expenditures shall have the same meanings and applications~~ to ~~the~~MMC ~~Ziggurat Property as those terms are defined~~ and ~~applied~~a in2% ~~the~~NSR ~~Poker Flats Option Agreement~~ to ~~the Poker Flats Property, notwithstanding any other verbal conversations between the Parties.~~Sphere;

The agreement further stipulates if and when the Company elects to sell and convey all or a portion of its interest in the Ziggurat Property, the Company shall have the right to purchase up to one hundred percent (100%) of the two and one-half percent (2.5%) NSR Production Royalty granted, conveyed and assigned by the Company to Sphere, under terms to be agreed upon by the Parties.27

~~Poker~~SPARTAN ~~Flats~~GOLD ~~Property~~LTD. (An Exploration Stage Company)

OnNotes ~~December 22, 2010, the Company entered into an Option and Mining Claim Acquisition Agreement (the “Option Agreement) between MMC and Sphere. Pursuant~~ to ~~the~~Consolidated ~~Option~~Financial Agreement, the Company was granted an option to acquire up to a 70% interest in MMC’s Poker Flats property located in Elko County, Nevada. The Poker Flats Property is subject to a 3% NSR Production Royalty. Upon earning a 70% interest, the Company was to grant a 35% interest to Sphere under the terms of a joint venture agreement. On Statements December 2231, ~~2010, the Company paid $25,000 to MMC.~~2012

OnNote ~~March~~4 ~~28,~~– ~~2011,~~Mineral ~~the~~Properties Option Agreement was amended pursuant to a Memorandum of Understanding dated March 9, 2011, such that Sphere’s option to acquire an interest in the Poker Flats property was cancelled and the Company was granted the option to acquire up to a 75% interest for the following consideration:(Continued)

●Poker ~~Issuance~~Flats ofProperty ~~194,375 shares of common stock~~ (~~issued and recorded at a fair value of $3,498,750~~Continued) ~~and 20,625 shares of common stock (issued and recorded at a fair value of $371,250) to Sphere and MMC, respectively on execution of the amended Option Agreement; and~~

●· ~~Issuance~~If ofand awhen ~~warrant~~the Company elects to ~~purchase~~sell ~~94,375~~and ~~shares~~convey ~~(recorded~~all ator a ~~fair~~portion ~~value~~ of ~~$906~~its interest in the Poker Flats Property,~~000)~~ ~~and~~the aCompany ~~warrant~~shall have the right to purchase ~~20,625~~up ~~shares~~to ~~(recorded~~75% atand aMMC ~~fair~~shall ~~value~~have ofthe ~~$198,000)~~right ofto ~~common~~purchase ~~stock~~up to ~~Sphere~~25% ~~and~~of ~~MMC,~~the ~~respectively,~~3% ~~with~~NSR anon ~~exercise~~mineral ~~price~~production from the Poker Flats Property retained by the owner of ~~$20.00~~the ~~per~~mining ~~share~~claims ~~until~~subject ~~March~~to 28the Poker Flats Option Agreement, ~~2016~~for one million U.S. dollars (U.S. $1,000,000) per NSR percentage point;

32· If and when the Company elects to sell and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to 100% of the 2% NSR granted, conveyed and assigned by the Company to Sphere on its share of production from the Poker Flats Property, under terms to be agreed upon by the Company and Sphere.

~~SPARTAN~~On ~~GOLD~~April ~~LTD~~1, 2011, the Company entered into a Mining Lease and Agreement (the “Agreement”) with K & K Tomera Lands, LLC, a Nevada Limited Liability Company (“Tomera”). This Mining Lease and Agreement pertains to the Poker Flats property located within the Carlin Mining District in Elko County, Nevada.

~~(An~~Under ~~Exploration~~the ~~Stage~~terms of this Agreement, the Company agreed to pay Tomera a Production Royalty of 5% of NSR, as defined in the Agreement. In order to maintain this Agreement in effect, the Company shall pay to Tomera Advance Minimum Royalty (“AMR”) Payments. AMR payments are calculated based on the net mineral acres leased on an annual basis. The Company paid, at the execution of the Agreement, $30,800 for the first year of the lease based on the 1,760 net mineral acres leased at $17.50 per acre. Future AMR payments, on a per net mineral acre basis, are: $17.50 per acre on the first and second anniversaries of the Agreement, $21.00 per acre on the third and fourth anniversaries, $24.50 per acre on the fifth and sixth anniversaries, and $28.00 per acre on the seventh and any subsequent anniversaries. The Company paid $30,800 and $30,800 during the years ended December 31, 2012 and 2011, respectively. The term of the Agreement is for a period of ten years. The Company has the option to extend the initial term for an additional ten year period.

~~Notes~~In connection with the Mining Lease and Agreement, the Company entered into a Surface Access and Use Agreement on April 1, 2011 with Kevin Tomera, a Nevada resident, which grants the Company general rights of ingress and egress over certain surface tracts and the right to ~~Consolidated~~use ~~Financial~~the ~~Statements~~surface tracts in conduct of its mineral exploration, development and mining activities. Additionally, Tomera has granted the Company an option to purchase portions of the surface tracts. Under the terms of the Surface Access and Use Agreement, the Company agrees to pay Kevin Tomera annual rental of $4.50 per acre for each acre of land included in the surface tracts. The Company paid $5,760 and $5,760 during the years ended December 31, 2012 and 2011, respectively. The term of the Agreement is for ten years.

~~December~~Arbacoochee ~~31,~~Gold ~~2011~~Prospect

~~Note~~On 4October –22, 2010, the Company acquired all of the mineral rights in the Arbacoochee Gold Prospect located in northeastern Alabama. The acquisition includes all legal rights and equitable title to the mineral rights held by deed in the name of Alabama Mineral Properties, LLC (~~Continued~~“AMP”).

~~Poker~~The ~~Flats~~mineral ~~Property~~rights were acquired for cash of $50,000 and 5,563,468 shares of the Company’s issued and outstanding common stock at a fair value of $54,027. The shares were a contribution from shareholders, resulting in a capital contribution (~~Continued~~See Note 8 – Stockholders’ Deficit).

AsThe ~~additional consideration, the~~ Company ~~was~~also toassumed ~~register~~an ~~500,000~~existing ~~and~~mineral royalty ~~125,000~~agreement ~~shares~~which ofrequires ~~common stock owned by Sphere and MMC, respectively, upon~~ the ~~filing~~payment of a6% ~~S-1~~NSR ~~with~~overriding ~~the~~royalty ~~SEC~~for ~~by May 1, 2011. The failure of filing this S-1 would not result in~~ any ~~legal~~and ~~action~~all toprecious ~~enforce~~metals ~~this~~that ~~provision.~~are ~~As of December 31~~mined, ~~2011,~~processed or ~~the~~recovered ~~Company~~from ~~had not filed~~ the ~~S-1~~Arbacoochee ~~and~~Gold ~~has~~Prospect ~~not~~to ~~registered such shares~~AMP.

~~Further,~~At ~~the~~December ~~Company will pay $57~~31,~~750~~ ~~(See Note 5 – Secured Convertible Promissory Note) and $8~~2010,~~250~~ ~~(not~~the ~~paid)~~Company ~~to Sphere and MMC, respectively, of which 50% is to be paid within 60 days after~~ impaired the ~~effective~~Arbacoochee ~~date~~Gold ofProspect ~~a S-1 to be filed with the SEC~~ and ~~the remainder after such date of the Company obtaining financing of~~ $2104,~~000,000.~~027 Aswas ofcharged ~~December~~to ~~31, 2011, the Company has neither filed a S-1 nor obtained such financing~~operations.

~~The~~Note ~~Company~~5 ~~will~~– beBorrowings ~~considered~~from to have acquired a 51% interest in the Poker Flats property by incurring exploration expenditures of $500,000 on or before March 28, 2014 and may acquire an additional 24% by incurring an additional $250,000 and completing a mining prefeasibility study on or before March 28, 2016.Third Party

InOn ~~consideration~~August 31, 2012, the Company entered into a Memorandum of ~~MMC~~Understanding ~~transferring~~(“MOU”) with Tamimi Investments and Mining Co. (“TIMCO”), a Cyprus corporation. Under the ~~option~~MOU, ~~agreement~~TIMCO was to ~~Spartan~~subscribe to a $2,000,000 ~~Sphere~~private isplacement ~~required~~of the Company’s common stock at $0.05 per share (40,000,000 shares). TIMCO was to ~~issue~~receive ~~tranches~~warrants ofto purchase an additional 30,000,000 shares within two years from the date of closing at an exercise price of $0.10 per share. In connection with the subscription, TIMCO was to receive a facilitation fee consisting of 5% of the placement amount in cash, 2,500,000 common shares of the Company’s stock, and warrants to ~~MMC~~purchase an additional 2,500,000 shares at $0.10 per share. Upon the completion of due diligence, TIMCO decided to not complete the transaction.

Upon execution of the amended Option Agreement, 75% of the 3% NSR was granted to the Company and 25% to the MMC. Each party will have the option to purchase up to a 3% interest of the NSR for $1,000,000 per percentage point. Further, a 2% NSR, for any bullion and other products, was granted to Sphere. Should the Poker Flats property be sold or conveyed to any third party, the Company will be granted the right to purchase the 2% NSR.28

~~Upon~~SPARTAN ~~earning~~GOLD aLTD. ~~75%~~ (An ~~interest~~Exploration inStage ~~the Poker Flats property, a joint venture will be formed on a basis of a 75/25 basis for the~~ Company ~~and MMC, respectively.~~)

OnNotes April 1, 2011, the Company entered into a Mining Lease and Agreement (the “Agreement”) with K & K Tomera Lands, LLC, a Nevada Limited Liability Company (“Tomera”). This Mining Lease and Agreement pertains to ~~the~~Consolidated ~~Poker~~Financial ~~Flats~~Statements December ~~property located within the Carlin Mining District in Elko County~~31, ~~Nevada.~~2012

~~Under~~Note ~~the terms of this Agreement, the Company agreed to pay Tomera a Production Royalty of~~ 5% of– ~~NSR,~~Borrowings asfrom ~~defined~~Third Party ~~in the Agreement. In order to maintain this Agreement in effect, the Company shall pay to Tomera Advance Minimum Royalty~~ (~~“AMR”~~Continued) Payments. AMR payments are calculated based on the net mineral acres leased on an annual basis. The Company paid, at the execution of the Agreement, $30,800 for the first year of the lease based on the 1,760 net mineral acres leased at $17.50 per acre. Future AMR payments, on a per net mineral acre basis, are: $17.50 per acre on the first and second anniversaries of the Agreement, $21.00 per acre on the third and fourth anniversaries, $24.50 per acre on the fifth and sixth anniversaries, and $28.00 per acre on the seventh and any subsequent anniversaries. The term of the Agreement is for a period of ten years. The Company has the option to extend the initial term for an additional ten year period.

InAlso ~~connection~~on ~~with~~August ~~the~~31, ~~Mining~~2012, ~~Lease~~as ~~and~~a ~~Agreement~~condition of the MOU, the Company entered into a ~~Surface~~convertible ~~Access~~secured ~~and~~loan ~~Use~~with ~~Agreement~~TIMCO onand ~~April~~received 1$62,020. ~~2011~~The ~~with~~loan ~~Kevin~~is ~~Tomera~~secured by, aand ~~Nevada~~convertible into, ~~resident~~1,240,400 ~~which~~shares ~~grants~~of the Company’s ~~general~~common ~~rights~~stock. ofThe ~~ingress~~loan ~~and~~does ~~egress~~not ~~over~~bear ~~certain~~interest ~~surface tracts~~ and ~~the~~was ~~right~~convertible toat ~~use~~ the ~~surface~~end ~~tracts in conduct~~ of ~~its~~the due ~~mineral~~diligence ~~exploration,~~period. ~~development~~The ~~and~~loan ~~mining~~was ~~activities. Additionally,~~discounted ~~Tomera~~by ~~has granted~~ the ~~Company~~value ~~an option to purchase portions~~ of ~~the~~its ~~surface~~beneficial ~~tracts. Under~~conversion ~~the~~feature ~~terms~~ of ~~the Surface Access and Use Agreement~~$62,019, ~~the~~which ~~Company~~has ~~agrees~~been tofully accreted ~~pay~~as ~~Kevin~~interest ~~Tomera~~expense ~~annual rental of $4.50 per acre~~ for ~~each acre of land included in~~ the ~~surface tracts. The Company paid $5,760 during the~~ year ended December 31, ~~2011~~2012. ~~The term of the Agreement is for ten years.~~

OnEffective December 2231, ~~2011~~2012, the Company, ~~MMC~~Sphere and ~~Sphere~~TIMCO entered into an ~~Agreement~~agreement ~~for~~whereby ~~Grant~~the ofdebt ~~NSR Production Royalty~~ of ~~its~~$62,020 ~~Poker~~was ~~Flats~~assigned ~~property~~to Sphere. ~~Under~~ ~~this~~The ~~Agreement, the~~ Company ~~grants,~~agreed ~~conveys and assigns~~ to issue ~~Sphere~~250,000 ashares ~~two~~of ~~percent~~its ~~(2%)~~common ~~NSR~~stock ~~Production Royalty,~~ to beTIMCO ~~calculated~~for inconsideration ~~the~~of ~~same manner as~~ the ~~“Net~~assignment. ~~Smelter~~On ~~Returns~~December ~~Production~~31, ~~Royalty”~~2012, ~~defined~~Sphere inelected to convert the ~~Poker~~$62,020 ~~Flats~~for ~~Option Agreement~~1,240,400 onshares ~~its share~~ of ~~mineral production from~~ the ~~Poker~~Company’s ~~Flats~~common ~~Property~~stock ifat ~~and~~a ~~when~~conversion ~~there~~rate isof ~~production from the Poker Flats Property~~$0.05 ~~This~~per 2%share, ~~NSR Production Royalty granted by~~ the market ~~Company~~rate toat ~~Sphere on~~ the ~~Company's~~date ~~share~~ of ~~production~~conversion ~~from~~(See ~~the~~Note ~~Poker~~8 ~~Flats~~– ~~Property~~Stockholders’ isdeficit). inThe ~~addition~~250,000 shares to ~~the~~TIMCO ~~three~~have ~~percent~~been accrued ~~(3%)~~at ~~NSR~~December ~~Production~~31, ~~Royalty~~2012 ~~retained~~at bya ~~the~~market ~~owner~~value of ~~the~~$0.05 ~~mining~~per ~~claims~~share ~~leased~~for to$12,500 ~~MMC~~ and ~~Area~~recorded ofas ~~Interest~~a ~~defined~~finance ~~therein, subject to the Poker Flats Option Agreement~~fee.

33Note 6 – Secured Convertible Promissory Note

~~SPARTAN~~On ~~GOLD~~September ~~LTD~~7, 2011, the Company issued a $375,000 Secured Convertible Promissory Note (the “Note”) to Sphere maturing on September 30, 2011. The Note was interest bearing at the rate of 8% per annum and payable upon maturity. The principal was comprised of the following:

~~(An~~· ~~Exploration~~$200,000 ~~Stage~~cash payments made by Sphere to the Company);

~~Notes~~· $57,750 due to ~~Consolidated~~Sphere ~~Financial~~pursuant ~~Statements~~to the Poker Flats Property (See Note 4 – Mineral Properties); and

~~December~~· 31$117,250 ~~2011~~due to Sphere pursuant to the Ziggurat Property (See Note 4 – Mineral Properties).

The Company granted a security interest in substantially all of the assets of the Company as collateral for the Note. 4The –face ~~Mineral~~amount ~~Properties~~of ~~(Continued)~~the Note plus accrued interest is convertible into common stock of the Company at $0.02 per share, at the option of the holder.

~~Poker~~Additionally, ~~Flats~~the ~~Property~~Company ~~(Continued)~~issued commitment shares of common stock totaling 1,250,000, equivalent to $2,500,000, and 1,250,000 warrants, equivalent to $1,750,000, at the closing date to obtain the loan. In accordance with ASC Topic 470-25 “Debt”, the Company utilized the market approach to value the debt instrument and allocated the net proceeds from the issuance of the Note based upon the pro rata portion of the fair value of the Note and the undiscounted value of the commitment shares and warrants, being $202,702 and $141,892, respectively.

The ~~agreement~~Company ~~further~~recognized ~~stipulates~~the ~~that:~~embedded beneficial conversion feature and the pro rata value of the commitment shares and warrants aggregated $374,999 and were accreted from the issuance date of the secured convertible promissory note through maturity. As of September 30, 2011, the maturity date of the Note, the entire beneficial conversion feature of $30,405, and discount accretion for the commitment shares and warrants, was recorded as interest expense.

a.On IfOctober ~~and~~6, ~~when~~2011, the Company received ~~elects~~a todemand ~~sell~~letter ~~and~~from ~~convey~~Sphere ~~all~~demanding orpayment aof ~~portion~~the ofprincipal ~~its~~and interest indue ~~the~~by ~~Poker~~October ~~Flats Property~~20, ~~the~~2011. ~~Company~~As ~~shall have~~ the ~~right~~Company was tounable ~~purchase up~~ to ~~one~~pay ~~hundred~~the ~~percent~~Note ~~(100%)~~ of ~~the~~$375,000 ~~two~~plus ~~percent~~accrued ~~(2%)~~interest ~~NSR~~of ~~Production Royalty granted~~$4,055, ~~conveyed and assigned by~~ the ~~Company~~total tobalance ~~Sphere~~was onconverted ~~its~~into ~~share~~18,952,774 shares of ~~production~~common ~~from~~stock ~~the~~(See ~~Poker~~Note ~~Flats~~– ~~Property,~~8 ~~under~~Stockholders’ ~~terms to be agreed upon by the Company and Sphere, and~~Deficit).

b.Note If7 ~~and~~– ~~when~~Related ~~the~~Party Company elects to sell and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to seventy five percent (75%) and MMC shall have the right to purchase up to twenty five percent (25%) of the three percent (3%) NSR Production Royalty on mineral production from the Poker Flats Property retained by the owner of the mining claims subject to the Poker Flats Option Agreement, for one million U.S. dollars (U.S. $1,000,000.00) per NSR Production Royalty percentage point.Transactions

~~Arbacoochee~~The ~~Gold~~Company ~~Prospect~~issued Sphere 587,500 shares of the Company’s common stock and warrants to purchase an additional 287,475 shares to Sphere in connection with the option agreements on the Poker Flats and Ziggurat properties (See Note 4 – Mineral Properties). Additionally, cash payments to Sphere of $175,000 were due and recorded as part of the Note (See Note 6 – Secured Convertible Promissory Note). Mr. Malcolm Stevens, the Company’s Chief Executive Officer, Director and Chairman, is also the Executive Chairman and President of Sphere, a Canadian Corporation.

OnIn ~~October~~November 222011, ~~2010~~Sphere advanced $50,000 to the Company ~~acquired~~for ~~all~~working ofcapital purposes. During the ~~mineral~~year ~~rights~~ended inDecember 31, 2012, Sphere advanced an additional $119,000 to the ~~Arbacoochee~~Company ~~Gold~~for ~~Prospect~~working ~~located~~capital inpurposes ~~northeastern~~and ~~Alabama~~the Company repaid $17,360 to Sphere. The ~~acquisition~~advances ~~includes~~have ~~all~~no ~~legal~~repayment ~~rights~~date and ~~equitable~~do ~~title~~not bear interest. On December 27, 2012, Sphere elected to convert $142,640 of the ~~mineral~~balance ~~rights~~due ~~held~~into by2,852,800 ~~deed~~shares inof the ~~name~~Company’s common ofstock ~~Alabama~~valued ~~Mineral~~at ~~Properties~~$0.05 per share, ~~LLC~~the market price on the date of conversion, leaving a balance owed to Sphere of $9,000 (~~“AMP”~~See Note – 8 Stockholders’ Deficit).

~~The~~See ~~mineral~~also ~~rights~~Note ~~were acquired for cash of $50,000 and~~ 5~~,563,468~~ ~~shares~~– ofBorrowings ~~the~~from Third ~~Company’s~~Party ~~issued~~ and ~~outstanding~~Note ~~common~~6 ~~stock~~– atSecured aConvertible ~~fair~~Promissory ~~value of $54,027~~Note. ~~The shares were a contribution from shareholders, resulting in a capital contribution.~~

The Company assumed an existing mineral royalty agreement which requires the payment of 6% NSR overriding royalty for any and all precious metals that are mined, processed or recovered from the Arbacoochee Gold Prospect to AMP.29

AtSPARTAN ~~December~~GOLD ~~31,~~LTD. ~~2010,~~ (An ~~the~~Exploration ~~Company~~Stage ~~impaired the Arbacoochee Gold Prospect and $104,027 was charged to operations.~~Company)

~~Note~~Notes 5to –Consolidated ~~Secured~~Financial ~~Convertible~~Statements December ~~Promissory~~31, ~~Note~~2012

OnNote ~~September~~ 7, ~~2011,~~– ~~the~~Related ~~Company~~Party ~~issued a $375,000 Secured Convertible Promissory Note~~ Transactions (~~the “Note”~~Continued) ~~maturing on September 30, 2011. The Note was interest bearing at the rate of 8% per annum and payable upon maturity. The principal was comprised of the following:~~

●During the year ended December 31, 2011, the Company paid $~~200~~6,~~000~~772 ~~cash~~to ~~payments~~a ~~made~~family bymember ~~Sphere~~of toa Director and President of the Company; for administrative services.

●During ~~$57~~the year ended December 31,~~750~~ ~~due~~2012, the toCompany’s ~~Sphere~~President ~~pursuant~~and Director advanced $19,000 to the ~~Poker~~Company ~~Flats~~for ~~Property~~working ~~(See~~capital ~~Note~~purposes. 4No –payments ~~Mineral~~on ~~Properties);~~the amount owed have been made. The advance has no repayment date and does not bear interest.

●Accounts payable at December 31, 2012 include $~~117~~19,~~250~~000 of amounts due to ~~Sphere~~the ~~pursuant~~Company’s toChief ~~the~~Financial ~~Ziggurat~~Officer ~~Property~~for ~~(See~~services ~~Note~~rendered. 4Accrued –expenses ~~Mineral~~at December ~~Properties)~~31, 2012 and 2011 include $51,000 and $133,500, respectively, of accrued compensation for officers.

~~The~~These ~~Company granted~~transactions aare ~~security interest~~ in ~~substantially all of~~ the ~~assets~~normal course of ~~the~~business ~~Company~~and asare ~~collateral~~recorded ~~for~~at the ~~note. The~~exchange ~~face~~ amount, ofwhich ~~the note plus accrued interest~~ is ~~convertible into common stock of~~ the ~~Company~~consideration atagreed ~~$0.02~~to ~~per~~by ~~share, at~~ the ~~option~~related ~~of the holder~~parties.

~~Additionally,~~Note ~~the~~8 ~~Company~~– ~~issued~~Stockholders’ commitment shares of common stock totaling 1,250,000, equivalent to $2,500,000, and 1,250,000 warrants, equivalent to $1,750,000, at the closing date to obtain the loan. In accordance with ASC Topic 470-25 “Debt”, the Company utilized the market approach to value the debt instrument and allocated the net proceeds from the issuance of the note based upon the pro rata portion of the fair value of the note and the undiscounted value of the commitment shares and warrants, being $202,702 and $141,892, respectively.Deficit

The Company’s ~~recognized~~authorized ~~the~~number ~~embedded beneficial conversion feature and the pro rata value~~ of common ~~the commitment~~ shares ~~and~~is ~~warrants aggregated $374~~1,~~999 and were accreted from the issuance date of the secured convertible promissory note through maturity. As of September 30~~000, ~~2011~~000,000 ~~the~~with ~~maturity~~a ~~date of the Note, the entire beneficial conversion feature of~~ $~~30,405,~~0.001 ~~and~~par ~~discount accretion for the commitment shares and warrants, was recorded as interest expense~~value.

On ~~October~~July 619, ~~2011~~2010, the Company's ~~received~~Board aof Directors ~~demand~~declared ~~letter~~a ~~from~~forty-to-one ~~Sphere~~forward ~~demanding~~stock ~~payment~~split ofwhich ~~the~~was ~~principal~~distributed ~~and~~on ~~interest~~August ~~due by October 20~~5, ~~2011. As~~2009 ~~the Company was unable~~ to ~~pay~~shareholders ~~the Note~~ of ~~$375,000~~record ~~plus~~and ~~accrued~~has filed ~~interest~~an ofamendment ~~$4,055,~~to ~~the~~its ~~total~~Articles ~~balance~~of ~~was~~Incorporation ~~converted~~in ~~into~~the ~~18,952,774~~State ~~shares~~ of ~~common stock~~Nevada. AsThe ofpar ~~December~~value ~~31,~~of ~~2011,~~$0.001 ~~Sphere~~remained ~~has a 55% interest in~~ the ~~Company~~same.

34On November 9, 2011, the Company's Board of Directors declared a one-for-twenty reverse stock split. The number of authorized shares and the par value of $0.001 remained the same.

~~SPARTAN~~Common ~~GOLD LTD.~~Stock

~~(An~~On ~~Exploration~~December ~~Stage~~15, 2007, the Company) issued 20,000,000 shares of its common stock at $0.0005 per share to a founder of the Company for services rendered aggregating $10,000 as stock based compensation.

~~Notes~~On December 15, 2007, the Company issued 4,000,000 shares of its common stock at $0.0005 per share to ~~Consolidated~~a ~~Financial~~founder ~~Statements~~of the Company for services rendered aggregating $2,000 as stock based compensation.

On December 3115, ~~2011~~2007, the Company issued 3,250,000 shares of its common stock for $32,500 cash or $0.01 per share.

~~Note~~On 6January –30, ~~Related~~2008, ~~Party~~the ~~Transactions~~Company issued 3,000,000 shares of its common stock for $15,000 cash or $0.005 per share.

AtOn ~~December~~May 312, ~~2009~~2008, the Company ~~had~~issued an200,000 shares ~~outstanding loan balance due to the former Chief Executive Officer~~ of ~~the~~its ~~Company~~common instock ~~the~~for ~~amount of~~ $102,~~550. During the three months ended March 31, 2010, the Chief Executive Officer advanced the Company an additional $25,~~000 ~~and~~cash ~~was~~or ~~repaid~~ $~~15,947~~0.01 ~~leaving~~per ~~a balance due of $19,603 which was cancelled in connection with the change of control transaction on May 21, 2010, resulting in a capital contribution~~share.

~~The~~On ~~Company~~August ~~issued~~12, ~~Sphere 587~~2010,~~500~~ ~~shares~~a shareholder of the Company’s ~~common~~contributed ~~stock and warrants to purchase an additional 287~~19,~~475~~792,500 shares toof ~~Sphere~~common instock ~~connection~~to ~~with~~ the ~~option~~Company’s ~~agreements~~treasury onvalued ~~the~~at ~~Poker~~$129,851 ~~Flats~~or ~~and Ziggurat properties (See Note 4 – Mineral Properties)~~$. ~~Additionally,~~0066 ~~cash~~per ~~payments to Sphere of $175~~share,~~000~~ ~~were~~based on ~~due~~the ~~and~~price ~~recorded~~paid asby ~~part of~~ the ~~Note~~shareholder ~~(See~~to ~~Note~~acquire 5the –shares. ~~Secured~~The ~~Convertible~~Company ~~Promissory~~immediately ~~Note). Mr.~~retired ~~Malcolm~~and ~~Stevens,~~canceled ~~the~~these ~~Company’s~~shares ~~Chief~~resulting in ~~Executive~~a ~~Officer,~~loss ~~Director~~of ~~and Chairman~~$110,058 iswhich ~~also~~was ~~the~~recorded ~~Executive~~as ~~Chairman~~a ~~and~~charge ~~President~~to ofdeficit ~~Sphere~~accumulated ~~Resources,~~from ~~Inc.,~~prior ~~a Canadian Corporation~~operations.

~~See~~On ~~Note~~October 22, 2010, two shareholders of the Company utilized a combined 5,563,468 –of ~~Secured~~their ~~Convertible~~shares ~~Promissory~~to acquire the Arbacoochee mineral rights located in Alabama resulting in a capital contribution of $54,027. The shares were valued at a weighted average price of $0.009711 per share See Note 4 – Mineral Properties).

In ~~November~~connection ~~2011~~with executive employment contracts, ~~Sphere~~the ~~advanced~~Company ~~$50~~committed 800,000 shares of its common stock to the executives of the Company. ~~for~~The ~~working~~shares ~~capital~~were ~~purposes~~contributed by a shareholder of the Company resulting from the change of control on May 21, 2010. The ~~advance~~shares ~~has~~were novalued ~~repayment~~at $0.0066, the price at the commitment date of October 22, 2010. The total value of the shares aggregated $5,248 and ~~does~~has ~~not~~been ~~bear~~recorded ~~interest~~as stock issued for services with a credit to additional paid-in-capital as a capital contribution.

~~During the year ended December 31, 2011, the Company paid $6,772 to a family member of a Director and President of the Company for administrative services.~~30

~~These~~SPARTAN ~~transactions~~GOLD ~~are~~LTD. in (An ~~the~~Exploration ~~normal~~Stage ~~course of business and are recorded at the exchange amount, which is the consideration agreed to by the related parties.~~Company)

~~Note~~Notes 7to –Consolidated ~~Stockholders’~~Financial ~~Deficit~~Statements December 31, 2012

OnNote ~~December~~8 ~~15,~~– ~~2007,~~Stockholders’ ~~the Company issued 20,000,000 shares of its common stock at $0.0005 per share to a founder of the Company for services rendered aggregating $10,000 as stock based compensation.~~Deficit (Continued)

OnCommon ~~December~~Stock ~~15, 2007, the Company issued 4,000,000 shares of its common stock at $0.0005 per share to a founder of the Company for services rendered aggregating $2,000 as stock based compensation.~~(Continued)

On December 15, ~~2007~~2010, the Company issued 3 17,~~250,000~~500 shares of its common stock for $32105,~~500~~000 cash or $06.0100 per share under a private placement agreement.

On ~~January~~December 3020, ~~2008~~2010, the Company issued 3 2,~~000,000~~717 shares of its common stock to a company controlled by a previous Vice President of the Company for $1516,~~000~~300 cash, or $06.~~005~~ 00 per share, under a private placement agreement.

On ~~May~~December 226, ~~2008~~2010, the Company issued ~~200~~ 10,000 shares of its common stock for $260,000 cash, or $06.0100 per share, under a private placement agreement.

InOn ~~accordance~~January ~~with~~25, 2011, the ~~stock~~Company ~~purchase~~issued 41,667 ~~agreement~~shares onof ~~May~~its 21stock for $500,000 ~~2010~~cash, ~~all~~or ~~related~~$12.00 ~~party~~per ~~obligations~~share, ~~were~~under ~~cancelled resulting in~~ a ~~capital~~private ~~contribution of $19,603~~placement.

On ~~July~~February 82, ~~2010~~2011, the Company ~~filed~~entered into ana ~~amendment~~Consulting toAgreement ~~increase~~and ~~its~~issued ~~authorized~~50,000 ~~number~~shares of its common ~~shares~~stock toat ~~1,000,000,000~~the atmarket value per share of $012.~~001~~998 ~~par~~for ~~value~~a total of $649,900.

On ~~July~~March 1928, ~~2010~~2011, the Company's ~~Board~~issued 62,500 shares of ~~Directors~~its ~~declared~~common astock ~~forty-~~to~~-one~~ ~~forward~~MMC ~~stock~~in ~~split~~connection ~~which~~with ~~was~~the ~~distributed~~Amendments onto ~~August~~the 5Option and Mining Claim Acquisition Agreements dated March 28, ~~2009~~2011 tofor ~~shareholders~~its ofPoker ~~record~~Flats and ~~has~~Ziggurat ~~filed~~properties an(See ~~amendment~~Note to4 ~~its~~– ~~Articles~~Mineral ofProperties). ~~Incorporation~~The inshares were valued at the market ~~State~~price of ~~Nevada. The~~the ~~par~~shares ~~value~~on March 28, 2011 of $018.~~001~~00 ~~remained~~for ~~the~~a ~~same~~total of $1,125,000.

On ~~August~~March 1228, ~~2010~~2011, ~~a shareholder of~~ the Company ~~contributed~~issued 19587,~~792,~~500 shares of its common stock to ~~the~~Sphere ~~Company’s~~in ~~treasury~~connection ~~valued~~with atthe ~~$129,851~~Amendments orto ~~$.0066~~the ~~per~~Option ~~share,~~and ~~based~~Mining onClaim ~~the~~Acquisition ~~price~~Agreements ~~paid~~dated March by28, ~~the~~2011 ~~shareholder~~for toits ~~acquire~~Poker ~~the~~Flats ~~shares. The~~and ~~Company~~Ziggurat ~~immediately~~properties ~~retired~~(See ~~and~~Note ~~canceled~~4 ~~these~~– Mineral Properties). The shares ~~resulting~~were invalued aat ~~loss~~the market price of ~~$110,058~~the ~~which~~shares ~~was~~on ~~recorded~~March as28, a2011 ~~charge~~of to$18.00 ~~deficit~~for ~~accumulated~~a ~~from~~total ~~prior~~of ~~operations~~$10,575,000.

On ~~October~~April 2226, ~~2010~~2011, ~~two shareholders of~~ the Company ~~utilized~~issued ~~a combined 5~~12,~~563,468~~500 shares of ~~their~~its ~~shares~~common tostock ~~acquire~~for ~~the~~$150,000 ~~Arbacoochee~~cash, ~~mineral~~or ~~rights located in Alabama resulting in a capital contribution of~~ $~~54,027~~12. ~~The~~00 ~~shares~~per ~~were~~share, ~~valued~~under at a ~~weighted~~private ~~average price of $0~~placement.~~009711 per share.~~

InOn ~~connection~~September ~~with~~7, ~~executive employment contracts~~2011, the Company ~~committed 800~~issued 1,250,000 shares of its common stock to ~~the~~Sphere ~~executives~~in ofconnection ~~the~~with ~~Company. The shares were contributed by a shareholder of~~ the ~~Company~~issuance ~~resulting from the change~~ of ~~control~~a ~~on May 21, 2010. The shares were valued at~~ $~~0.0066~~375,000 ~~the~~Note ~~price~~(See atNote ~~the~~6 ~~commitment~~– ~~date~~Secured ofConvertible Promissory ~~October 22, 2010~~Note). ~~The total value of the shares aggregated $5,248 and has been recorded as stock issued for services with a credit to additional paid-in-capital as a capital contribution.~~

35On October 19, 2011, the Company issued 18,952,774 shares of its common stock for the conversion of the $379,055 Note with Sphere, including accrued interest, per the terms of the Promissory Note (See Note 6 – Secured Convertible Promissory Note).

~~SPARTAN~~On ~~GOLD~~March ~~LTD~~28, 2012, the Company has issued 50,000 shares of common stock to the Chief Financial Officer of the Company pursuant to an employment agreement. The fair value of these shares, totaling $25,000, was expensed and recorded in general and administrative expenses.

~~(An~~On ~~Exploration~~December ~~Stage~~27, 2012, the Company)’s officers elected to convert a total of $292,764 of accrued salaries owed to them for 5,855,286 shares of the Company’s common stock at a conversion rate of $0.05 per share, the fair value at the date of conversion.

~~Notes~~On December 27, 2012, a vendor elected to ~~Consolidated~~convert ~~Financial~~$22,140 ~~Statements~~of accounts payable and accrued expenses due to them for 442,800 shares of the Company’s common stock at a conversion rate of $0.05 per share, the fair value at the date of conversion.

On December 3127, ~~2011~~2012, Sphere elected to convert $142,640 of advances due to them for 2,852,800 shares of the Company’s common stock at a conversion rate of $0.05 per share, the fair value at the date of conversion (See Note 7 – Related Party Transactions).

~~Note~~Effective 7December –31, ~~Stockholders~~2012, Sphere elected to convert $62,020 of debt assigned to them by TIMCO for 1,240,400 shares of the Company’s ~~Deficit~~common stock at a conversion rate of $0.05 per share, the fair value at the date of conversion (~~Continued~~See Note 5 – Borrowings from Third Party and Note 7 – Related Party Transactions).

~~On December 15, 2010 the Company issued 17,500 shares of its common stock for $105,000 cash or $6.00 per share under a private placement agreement.~~31

OnSPARTAN ~~December~~GOLD ~~20, 2010 the Company issued 2,717 shares of its common stock to a company controlled by a previous Vice President of the Company for $16,300 cash, or $6~~LTD.00 ~~per~~ (An ~~share,~~Exploration ~~under~~Stage ~~a private placement agreement.~~Company)

OnNotes ~~December~~to ~~26,~~Consolidated ~~2010~~Financial ~~the~~Statements December ~~Company issued 10~~31,~~000~~ ~~shares of its common stock for $60,000 cash, or $6.00 per share, under a private placement agreement.~~2012

OnNote ~~January~~8 ~~25,~~– ~~2011,~~Stockholders’ ~~the Company issued 41,667 shares of its stock for $500,000 cash, or $12.00 per share, under a private placement.~~ Deficit (Continued)

~~On February 2, 2011, the Company entered into a Consulting Agreement and issued 50,000 shares of its common stock at the market value per share of $12.998 for a total of $649,900.~~Warrants

OnThe ~~March~~following ~~28,~~table ~~2011,~~summarizes ~~the~~warrant ~~Company~~transactions ~~issued~~for ~~62,500 shares of its common stock to MMC in connection with~~ the year ~~Amendments~~ended toDecember ~~the Option and Mining Claim Acquisition Agreements dated March 28~~31, ~~2011~~2012 ~~for its Poker Flats~~ and ~~Ziggurat properties (See Note 4 – Mineral Properties). The shares were valued at the market price of the shares on March 28,~~ 2011 ~~of $18.00 for a total of $1,125,000.~~:

On March 28, 2011, the Company issued 587,500 shares of its common stock to Sphere in connection with the Amendments to the Option and Mining Claim Acquisition Agreements dated March 28, 2011 for its Poker Flats and Ziggurat properties (See Note 4 – Mineral Properties). The shares were valued at the market price of the shares on March 28, 2011 of $18.00 for a total of $10,575,000.

					Weighted
			Weighted		average
			average		remaining		Aggregate
	Number		exercise		contracted		intrinsic
	of warrants		price		term (years)		value

Outstanding at December 31, 2010		–	$	–
Granted		1,599,975	$	5.94

Outstanding at December 31, 2011		1,599,975	$	5.94		4.59	$	–
Granted		900,000	$	0.10

Outstanding at December 31, 2012		2,499,975	$	3.84		3.80	$	–

Exercisable at December 31, 2012		2,499,975	$	3.84		3.80	$	–

Weighted Average Grant Date Fair Value			$	2.09

On ~~April~~March 2628, 2011, the Company issued 12warrants to purchase 349,~~500~~975 shares of ~~its~~the Company’s common stock in connection with the option agreements for ~~$150,000~~the ~~cash,~~Poker orFlats and Ziggurat properties (See Note 4 – Mineral Properties). These warrants have contractual lives of five years and were valued at a grant date fair value of $129.0060 per ~~share~~warrant, ~~under~~or a$3,359,760, ~~private~~using ~~placement.~~the Black-Scholes Option Pricing Model with the following assumptions:

On September 7, 2011, the Company issued 1,250,000 shares of its common stock to Sphere in connection with the issuance of a $375,000 Note (See Note 5 – Secured Convertible Promissory Note).

Stock price	$18.00
Contractual term	5 years
Expected volatility	87.6%
Risk free interest rate	0.81%
Dividend yield	0

OnThe ~~October~~volatility ~~19,~~was ~~2011,~~based ~~the~~on ~~Company~~comparable volatility ~~issued 18,952,774 shares~~ of ~~its~~other ~~common~~companies ~~stock~~since ~~for~~ the ~~conversion~~Company ofhad ~~the~~no ~~$379,055~~significant ~~Note~~historical ~~with Sphere, including accrued interest, per the terms of the Promissory Note (See Note 5 – Secured Convertible Promissory Note)~~volatility.

~~On November 9, 2011, the Company's Board of Directors declared a one-for-twenty reverse stock split. The number of authorized shares and the par value of $0.001 remained the same.~~32

~~Warrants~~SPARTAN GOLD LTD. (An Exploration Stage Company)

OnNotes ~~March 28, 2011, the Company issued warrants~~ to ~~purchase~~Consolidated ~~349,975~~Financial ~~shares~~Statements December of the Company’s common stock in connection with the option agreements for the Poker Flats and Ziggurat properties (See Note 4 – Mineral Properties). These warrants have contractual lives of five years and were valued at a grant date fair value of $9.60 per warrant31, ~~or $3,359,760, using a Black-Scholes option pricing model with the following assumptions:~~2012

Stock price	$18.00
Contractual term	5 years
Expected volatility	87.6%
Risk free interest rate	0.81%
Dividend yield	0

Note 8 – Stockholders’ Deficit (Continued)

~~The~~Warrants volatility was based on comparable volatility of other companies since the Company had no significant historical volatility. The risk free interest rate was based on the three year treasury rates, as applicable to the contract term. The dividend yield was assumed to be zero.(Continued)

36On September 7, 2011, the Company issued warrants to purchase 1,250,000 shares of the Company’s common stock to Sphere as a financing fee related to the Note (See Note 6 – Secured Convertible Promissory Note). These warrants have contractual lives of five years and were valued at a grant date fair value of $1.40 per warrant, or $1,750,000, using the Black-Scholes Option Pricing Model with the following assumptions:

SPARTAN GOLD LTD.

Stock price	$2.00
Contractual term	5 years
Expected volatility	84.7%
Risk free interest rate	0.92%
Dividend yield	0

~~(An~~The ~~Exploration~~volatility ~~Stage~~was based on comparable volatility of other companies since the Company) had no significant historical volatility.

~~Notes~~On March 1, 2012, the Company issued warrants to ~~Consolidated~~purchase ~~Financial~~750,000 ~~Statements~~shares of the Company’s common stock to a consultant as a retainer for services. On December 28, 2012 the term of the warrants was changed from three years to five and the exercise price was changed from $1.40 to $0.10. These warrants have contractual lives of five years and were valued at a grant date fair value of $0.14 per warrant, or $108,473, using the Black-Scholes Option Pricing Model with the following assumptions:

December 31, 2011

Stock price	$0.50
Expected term	2.5 years
Expected volatility	77.7%
Risk free interest rate	0.43%
Dividend yield	0

~~Note~~The 7fair –value ~~Stockholders’~~of ~~Deficit~~these ~~(Continued)~~warrants, including the incremental increase resulting from the amended terms, was expensed and recorded in general and administrative expenses. The volatility was based on comparable volatility of other companies since the Company had no significant historical volatility.

~~Warrants~~On ~~(Continued)~~March 8, 2012, the Company issued warrants to purchase 150,000 shares of the Company’s common stock to a consultant as a retainer for services. On December 28, 2012 the term of the warrants was changed from three years to five and the exercise price was changed from $1.40 to $0.10. These warrants have contractual lives of five years and were valued at a grant date fair value of $0.14 per warrant, or $21,695, using the Black-Scholes Option Pricing Model with the following assumptions:

On September 7, 2011, the Company issued warrants to purchase 1,250,000 shares of the Company’s common stock to Sphere as a financing fee related to the Note (See Note 5 – Secured Convertible Promissory Note). These warrants have contractual lives of five years and were valued at a grant date fair value of $1.40 per warrant, or $1,750,000, using a Black-Scholes option pricing model with the following assumptions:

Stock price	$0.51
Expected term	2.5 years
Expected volatility	77.7%
Risk free interest rate	0.44%
Dividend yield	0

Stock price	$2.00
Contractual term	5 years
Expected volatility	84.7%
Risk free interest rate	0.92%
Dividend yield	0

The fair value of these warrants, including the incremental increase resulting from the amended terms, was expensed and recorded in general and administrative expenses. The volatility was based on comparable volatility of other companies since the Company had no significant historical volatility.

The volatility was based on comparable volatility of other companies since the Company had no significant historical volatility. The risk free interest rate was based on the three year treasury rates, as applicable to the contract term. The dividend yield was assumed to be zero.33

~~The~~SPARTAN ~~following~~GOLD ~~table~~LTD. ~~summarizes~~ ~~warrant~~(An ~~transactions~~Exploration ~~for~~Stage ~~the year ended December 31, 2011:~~Company)

	Number of warrants		Weighted average exercise price		Weighted average remaining contracted term (years)		Aggregate intrinsic value
Outstanding at December 31, 2010		-	$	-
Granted		1,599,975	$	5.94
Exercised		-	$	-
Expired		-	$	-
Outstanding at December 31, 2011		1,599,975	$	5.94		4.59	$	-
Exercisable at December 31, 2011		1,599,975	$	5.94		4.59	$	-
Weighted Average Grant Date Fair Value			$	3.19

Notes to Consolidated Financial Statements
December 31, 2012

Note 8 – ~~Income~~Stockholders’ ~~Taxes~~Deficit (Continued)

No2012 ~~provision~~Equity for income tax was made for the period from September 6, 2007 (Inception) to December 31, 2011 as the Company had cumulative operating losses. For the years ended December 31, 2011 and 2010, the Company incurred net losses for tax purposes of approximately $14,014,000 and $288,000, respectively. Plan

~~The~~On ~~income~~March ~~tax~~28, ~~expense~~2012, the Company’s Board of Directors approved and adopted the Spartan Gold Ltd. 2012 Equity Incentive Plan (~~benefit~~the “2012 Plan”) ~~differs~~and ~~from~~reserved 4,750,000 shares of the ~~amount~~Company’s ~~computed~~common bystock ~~applying~~for issuance under the ~~United~~2012 ~~States~~Plan ~~Statutory~~to ~~corporate~~the ~~income~~Company’s ~~tax~~directors, ~~rate~~officers, consultants asand ~~follows~~other service providers. The Plan allows for two types of grants: 1) options and 2) stock awards and stock purchase offers.

	Year Ended December 31,
	2011		2010
Expected income tax (benefit) at 34% statutory rate		-34.0%		-34.0%
Permanent tax differences		6.6%		9.8%
Change in valuation allowance		27.4%		24.2%
Actual tax expense		0.0%		0.0%

The Company has granted stock options to employees. The following summarizes option activity under the 2012 Plan for the year ended December 31, 2012:

Common

Weighted

Stock

average

available for

Options

exercise

grant

Outstanding

price

Shares issued at plan inception

4,750,000

–

Options granted

(4,000,000

)

4,000,000

0.10

Options exercised

–

Options cancelled or expired

–

Balance at December 31, 2012

750,000

4,000,000

0.10

~~SPARTAN~~The ~~GOLD~~following ~~LTD.~~table summarizes information with respect to stock options outstanding and exercisable by employees under the 2012 Plan at December 31, 2012:

(An Exploration Stage Company)

Options outstanding

Options vested and exercisable

Weighted

average

Weighted

remaining

average

Aggregate

average

Aggregate

Exercise

Number

contractual

exercise

intrinsic

Number

exercise

intrinsic

price

outstanding

life (years)

price

value

vested

price

value

$0.10

4,000,000

9.99

0.10

–

4,000,000

0.10

$–

~~Notes~~During the year ended December 31, 2012, the Company issued 4,000,000 options to ~~Consolidated~~employees ~~Financial~~with ~~Statements~~a grant date fair value of $0.02. As the options were fully vested upon their grant, the entire fair value of $80,000 has been recognized as stock option expense for the year ended December 31, 2012.

~~December~~The ~~31,~~Company ~~2011~~estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair value of employee stock options is expensed upon vesting of the awards. The fair value of employee stock options was estimated using the following assumptions:

Note 8 – Income Taxes (Continued)

Stock Price	$0.05
Expected term	5.0 years
Expected volatility	77.5%
Risk-free interest rate	0.72%
Dividend yield	0

~~Deferred~~Note ~~income~~9 ~~taxes~~– ~~reflect~~Settlement ~~the tax effect~~ of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. The components of the net deferred income tax assets are approximately as follows:Debt

	December 31,
	2011			2010
Deferred income tax assets:
Net operating loss carry forwards	$	4,862,830		$	97,950
Mineral properties		(32,970	)		(34,170	)
Valuation allowance		(4,829,860	)		(63,780	)
Net deferred income tax assets	$	-		$	-

On February 10, 2012, two parties, a consultant and a former employee of the Company, released the Company of remaining contractual amounts due to them totaling $75,000 which were recorded in accrued liabilities at December 31, 2011.

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely than not to be realized from future operations. The Company has established a full valuation allowance on its net deferred tax assets because of a lack of sufficient positive evidence to support its realization. The valuation allowance increased by $4,766,080 and $38,510 for the years ended December 30, 2011 and 2010, respectively.34

NoSPARTAN ~~provision~~GOLD ~~for income taxes has been provided in these financial statements due to the net loss for the years ended December 31, 2011 and 2010~~LTD. At ~~December~~(An ~~31,~~Exploration ~~2011,~~Stage ~~the~~ Company has net operating loss carry forwards of approximately $14,302,000, which expire commencing 2030. The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of the Internal Revenue Code (“IRS”) ~~and similar state provisions.~~

~~IRS~~Notes Section 382 places limitations (the “Section 382 Limitation”) on the amount of taxable income which can be offset by net operating loss carry forwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct operating loss carry forwards in excess of the Section 382 Limitation. Due to ~~these~~Consolidated ~~“change~~Financial in ownership” provisions, utilization of the net operating loss and tax credit carry forwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has not concluded its analysis of Section 382 through Statements December 31, ~~2011, but believes the provisions will not limit the availability of losses to offset future income.~~2012

Note 910 – ~~Commitments~~ ~~and~~Income ~~Contingencies~~Taxes

~~See~~No ~~Note~~provision 4for –income ~~Mineral~~tax ~~Properties~~was made for the period from September 6, 2007 (Inception) to December 31, 2012 as the Company had cumulative operating losses. For the years ended December 31, 2012 and 2011, the Company incurred net losses for tax purposes of approximately $588,000 and $13,809,000, respectively.

~~On February 14, 2011, the Company entered into a 12 month lease agreement for its corporate offices in Scottsdale Arizona.~~ The ~~lease~~income istax ~~effective~~expense ~~March~~(benefit) 1,differs from ~~2011,~~the ~~calls~~amount ~~for~~computed ~~monthly~~by ~~base~~applying ~~rent payments of $2,900, and includes an option to extend~~ the ~~lease~~United ~~for~~States anStatutory ~~additional~~corporate 12income ~~months~~tax atrate ~~the~~as ~~same base rent.~~follows:

Note 10 – Subsequent Events

	Year Ended December 31,
	2012		2011

Expected income tax (benefit) at 34% statutory rate	-34.0	%	-34.0	%
Permanent tax differences	8.4	%	7.0	%
Timing differences	3.3	%	0.0	%
Change in valuation allowance	22.3	%	27.0	%

Actual tax expense	0.0	%	0.0	%

~~Subsequent~~Deferred toincome ~~December~~taxes ~~31,~~reflect ~~2011, Sphere~~the ~~advanced~~tax aeffect of ~~total~~temporary differences between the carrying amounts of ~~$90,000~~assets toand liabilities for financial reporting purposes and the ~~Company~~amounts used for ~~working~~tax ~~capital~~ purposes. The ~~advance~~components ~~has~~of nothe ~~repayment~~net ~~date~~deferred ~~and~~income ~~does~~tax ~~not~~assets ~~bear~~are ~~interest.~~approximately as follows:

On February 10, 2012, two parties, a consultant and a former employee of the Company, released the Company of remaining contractual amounts due to them at December 31, 2011 totaling $75,000.

		December 31,			December 31,
		2012			2011
Deferred income tax assets:

Net operating loss carry forwards	$	4,992,770		$	4,862,830
Mineral properties		(31,770	)		(32,970	)
Stock option expense		(27,200	)		–
Valuation allowance		(4,933,800	)		(4,829,860	)

Net deferred income tax assets	$	–		$	–

OnThe ~~March~~amount 6,taken ~~2012,~~into income as deferred income tax assets must reflect that portion of the ~~Company~~income ~~entered~~tax ~~into~~loss acarry ~~new~~forwards 12that ~~month~~is ~~lease~~more ~~agreement~~likely ~~for~~than ~~its~~not ~~corporate~~to ~~offices~~be inrealized ~~Scottsdale,~~from future ~~Arizona~~operations. The ~~lease~~Company ishas ~~effective~~established ~~March~~a 1,full ~~2012,~~valuation ~~calls~~allowance ~~for~~on ~~monthly~~its ~~base~~net ~~rent~~deferred ~~payments~~tax assets because of ~~$2,700,~~a ~~and~~lack ~~includes~~of ansufficient positive ~~option~~evidence to ~~extend~~support ~~the~~its ~~lease~~realization. ~~for~~The anvaluation ~~additional~~allowance 12increased ~~months~~by at$202,610 and $4,766,080 for the ~~same~~years ~~base~~ended December ~~rent~~30, 2012 and 2011, respectively.

OnNo ~~March~~provision ~~28,~~for ~~2012,~~income ~~the~~taxes ~~Company’s~~has ~~Board~~been provided ofin ~~Directors~~these ~~approved~~financial ~~and~~statements ~~adopted~~due to the ~~Spartan~~net ~~Gold~~loss ~~Ltd.~~for ~~2012~~the ~~Equity~~years ~~Incentive~~ended ~~Plan~~December ~~(the~~31, ~~“Plan”)~~2012 and ~~reserved~~2011. ~~4,750,000~~At ~~shares~~December of31, 2012, the Company’s ~~common~~has ~~stock~~net ~~for~~operating ~~issuance~~loss ~~under~~carry ~~the~~forwards ~~Plan~~of toapproximately ~~the Company’s directors~~$14, ~~officers~~685,000, ~~consultants~~which ~~and~~expire ~~other~~commencing ~~service providers~~2030. As ofThe ~~the~~potential ~~date~~tax benefit of ~~this~~these ~~filing,~~losses ~~the~~may ~~Plan~~be ~~has~~limited ~~not~~due ~~been presented~~ to ~~the~~certain ~~stockholders~~change ofin ~~the~~ownership ~~Company~~provisions ~~for~~under ~~approval. The~~Section ~~Plan~~382 ~~allows for two types~~ of ~~grants:~~the 1)Internal ~~options~~Revenue Code ~~and 2~~(“IRS”) ~~stock awards~~ and ~~stock~~similar ~~purchase~~state ~~offers~~provisions. ~~As of the date of this report, no options or stock awards have been granted.~~

~~The~~IRS ~~Company~~Section ~~has~~382 ~~evaluated~~places ~~subsequent~~limitations ~~events~~(the “Section ~~through~~382 Limitation”) on the ~~date~~amount of taxable income which can be offset by net operating loss carry forwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct operating loss carry forwards in excess of the ~~financial~~Section ~~statements~~382 ~~were~~Limitation. ~~issued~~Due to these “change in ownership” provisions, utilization of the net operating loss and ~~filed~~tax ~~with~~credit ~~SEC~~carry forwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has ~~determined~~not ~~that~~concluded ~~there~~its ~~are~~analysis noof Section ~~other~~382 ~~events~~through ~~that~~December ~~warrant~~31, ~~disclosure~~2012, orbut ~~recognition~~believes inthe provisions will not limit the ~~financial~~availability ~~statements~~of losses to offset future income.

3835

~~Item~~SPARTAN 9GOLD LTD. ~~Changes~~ in ~~and~~(An ~~Disagreements~~Exploration ~~With~~Stage ~~Accountants on Accounting and Financial Disclosure.~~Company)

OnNotes ~~February 2, 2012, the Company dismissed Meyler & Company LLC as its independent registered public accounting firm in connection with the change in control of the Company. The decision~~ to ~~change~~Consolidated ~~accountants~~Financial was approved by the Company’s Board of Directors acting under authority delegated to it on February 1, 2012. The report of Meyler & Company LLC on the Company’s financial statements as of and for the year ended Statements December 31, 2010 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to any uncertainty, audit scope or accounting principle. However, the report of Meyler & Company LLC on the Company’s financial statements as of and for the year ended December 31, 2010 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company incurred net losses since inception and existing uncertain conditions which the Company faces relative to its obtaining capital in the equity market.2012

~~During~~Note ~~the~~11 ~~Company’s~~– Commitments ~~two most recent fiscal years,~~ and any subsequent interim period preceding the termination on February 2, 2012, there (i) have been no disagreements between the Company and Meyler & Company LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Meyler & Company LLC, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports on the financial statements for such years and (ii) were no reportable events of the kind in Item 304(a)(1)(v) of Regulation S-K. Contingencies

OnSee ~~February~~Note 2,4 ~~2012,~~– ~~the~~Mineral ~~Company engaged Dale Matheson Carr-Hilton Labonte LLP as its independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2011~~Properties. The Company did not, during its two most recent fiscal years or in any subsequent interim period prior to engaging Dale Matheson Carr-Hilton Labonte LLP, consult with Dale Matheson Carr-Hilton Labonte LLP regarding:

~~(i)~~On ~~the~~March ~~application~~6, of2012, ~~accounting~~the ~~principles~~Company toentered into a ~~specified~~new ~~transaction,~~12 ~~either~~month ~~completed~~lease oragreement ~~proposed;~~for orits ~~the~~corporate ~~type~~offices ofin ~~audit~~Scottsdale, ~~opinion~~Arizona. ~~that~~The ~~might~~lease bewas ~~rendered~~effective onMarch ~~the~~1, ~~Company’s~~2012, ~~financial~~called for ~~statements~~monthly ~~whereby~~base arent ~~written~~payments ~~report~~of ~~was~~$2,700, ~~provided~~and included an option to extend the ~~Company~~lease orfor ~~oral~~an ~~advice~~additional ~~was~~12 ~~provided~~months ~~that~~at ~~Dale~~the ~~Matheson~~same ~~Carr-Hilton~~base rent. ~~Labonte~~As ~~LLP~~of ~~concluded~~September 1, 2012, the Company was anreleased ~~important~~from ~~factor~~any ~~considered~~further lease obligations by the ~~Company~~landlord inand ~~reaching~~moved its corporate office. The new office is leased from a ~~decision~~company asowned toby ~~the~~its ~~accounting~~Chief Financial Officer for $1,000 ~~auditing~~per ormonth ~~financial~~on ~~reporting~~a ~~issue;~~month-to-month orbasis.

~~(ii)~~Note ~~any~~12 ~~matter~~– Subsequent ~~that was either the subject of a disagreement or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.~~Events

~~Item~~Subsequent ~~9A. Controls~~to ~~and~~December ~~Procedures~~31, 2012, the Company repaid $6,000 of advances from the President of the Company.

~~Evaluation~~The ofCompany ~~Disclosure~~has ~~Controls~~evaluated subsequent events through the date the financial statements were issued and ~~Procedures~~filed with SEC. The Company has determined that there are no other events that warrant disclosure or recognition in the financial statements.

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.36

AsItem of9. ~~the~~Changes ~~end~~in ~~of the period covered by this report, we carried out an evaluation, under the supervision~~ and ~~with~~Disagreements ~~the~~With ~~participation~~Accountants ~~of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based~~ on ~~this~~Accounting ~~evaluation, the Chief Executive Officer~~ and ~~Chief~~ Financial ~~Officer have concluded that the Company’s disclosure controls and procedures are effective as of such date~~Disclosure.

~~Management’s Annual Report on Internal Control over Financial Reporting~~None

~~The~~Item ~~management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K~~9A. ~~The~~Controls ~~financial statements~~ and ~~notes have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)~~Procedures. The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed 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. Our internal control over financial reporting includes those policies and procedures that:

●Evaluation ~~Pertain to the maintenance~~ of ~~records~~Disclosure ~~that~~Controls ~~in reasonable detail accurately~~ and ~~fairly reflect the transactions and dispositions of the assets of the Company;~~Procedures

●The ~~Provide~~Securities ~~reasonable~~and ~~assurance~~Exchange ~~that~~Commission defines ~~transactions~~the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are ~~recorded~~designed asto ~~necessary~~ensure that information required to ~~permit~~be ~~preparation~~disclosed in the reports that it files or submits under the Securities Exchange Act of ~~financial~~1934 ~~statements~~is recorded, processed, summarized and reported, within the time periods specified in ~~accordance~~the ~~with~~Securities ~~GAAP~~and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~receipts~~information ~~and~~required ~~expenditures~~to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s ~~are~~management, ~~being~~including ~~made~~its ~~only~~chief inexecutive ~~accordance~~and ~~with~~chief ~~authorizations~~financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of ~~management~~controls and ~~directors~~procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the ~~Company;~~time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.

●As ~~Provide~~of ~~reasonable~~the ~~assurance~~end ~~regarding~~of ~~prevention~~the orperiod ~~timely~~covered ~~detection~~by ofthis ~~unauthorized~~report, ~~acquisition~~we carried out an evaluation, ~~use~~under orthe ~~disposition~~supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the ~~Company's~~effectiveness ~~assets~~of ~~that~~the ~~could~~design ~~have~~and aoperation ~~material~~of ~~effect~~our disclosure controls and procedures. Based on this evaluation, the ~~financial~~Chief Executive ~~statements~~Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of such date.

39Management’s Annual Report on Internal Control over Financial Reporting

~~Management,~~The ~~including~~management of the ~~Chief~~Company ~~Executive~~is ~~Officer~~responsible for the preparation of the financial statements and ~~Chief~~related ~~Financial~~financial ~~Officer,~~information ~~does~~appearing ~~not~~in ~~expect~~this ~~that~~Annual ~~the~~Report ~~Company's~~on ~~disclosure~~Form ~~controls~~10-K. The financial statements and ~~internal~~notes ~~controls~~have ~~will~~been ~~prevent~~prepared ~~all~~in ~~error~~conformity ~~and~~with ~~all~~accounting ~~fraud~~principles generally accepted in the United States of America (“GAAP”). ~~Because~~The management of ~~its~~the ~~inherent~~Company ~~limitations,~~is aalso ~~system~~responsible offor establishing and maintaining adequate internal control over financial reporting, ~~can~~as ~~provide~~defined ~~only~~in ~~reasonable,~~Rules ~~not~~13a-15(f) ~~absolute,~~and ~~assurance~~15d-15(f) ~~that~~under the ~~objectives~~Exchange ofAct. ~~the~~A company's internal control ~~system~~over ~~are~~financial ~~met~~reporting ~~and~~is ~~may~~defined ~~not~~as ~~prevent~~a orprocess ~~detect~~designed ~~misstatements.~~to ~~Further,~~provide ~~over~~reasonable ~~time,~~assurance ~~control~~regarding ~~may~~the ~~become~~reliability ~~inadequate~~of financial ~~because~~reporting and the preparation of ~~changes~~financial statements for external purposes in ~~conditions~~accordance orwith ~~the~~generally ~~degree~~accepted ofaccounting principles. ~~compliance~~Our ~~with~~internal ~~the~~control over financial reporting includes those policies orand procedures ~~may deteriorate.~~that:

~~With~~· ~~the~~Pertain ~~participation~~to of the ~~Chief~~maintenance ~~Executive Officer and Chief Financial Officer, our management evaluated the effectiveness~~ of ~~the~~records ~~Company's~~that ~~internal control over financial reporting as of December 31, 2011 based upon the framework~~ in ~~Internal~~reasonable ~~Control~~detail ~~–Integrated~~accurately ~~Framework~~and ~~issued~~fairly byreflect the ~~Committee~~transactions ofand ~~Sponsoring~~dispositions ~~Organizations~~ of the ~~Treadway~~assets ~~Commission (COSO). Based on that evaluation, our management has concluded that, as~~ of ~~December 31, 2011,~~ the Company ~~had material weaknesses in its internal control over financial reporting. Specifically, management identified the following material weaknesses at December 31, 2011:~~;

1.· ~~Lack~~Provide ofreasonable ~~oversight~~assurance bythat ~~independent~~transactions ~~directors~~are inrecorded ~~the~~as ~~establishment~~necessary ~~and~~to ~~monitoring~~permit ofpreparation ~~required internal controls and procedures; 2. Lack~~ of ~~functioning~~financial ~~audit~~statements ~~committee, resulting~~ in ~~ineffective~~accordance ~~oversight~~with inGAAP, ~~the establishment~~ and ~~monitoring~~that ofreceipts ~~required internal controls~~ and ~~procedures;~~expenditures 3.of ~~Insufficient personnel resources within~~ the ~~accounting~~issuer ~~function~~are tobeing ~~segregate~~made ~~the~~only ~~duties~~in ~~over~~accordance ~~financial~~with ~~transaction~~authorizations ~~processing~~of ~~and~~management ~~reporting; 4. Insufficient written policies~~ and ~~procedures~~directors ~~over~~of ~~accounting~~the ~~transaction~~Company; ~~processing~~ and ~~period end financial disclosure and reporting processes.~~

As· aProvide ~~result~~reasonable ofassurance ~~the~~regarding ~~material~~prevention ~~weaknesses~~or ~~described~~timely ~~above,~~detection ~~management~~of ~~has~~unauthorized ~~concluded that~~acquisition, asuse ofor ~~December~~disposition ~~31,~~of ~~2011,~~the weCompany's ~~did~~assets ~~not~~that ~~maintain~~could ~~effective~~have ~~internal~~a ~~control~~material ~~over~~effect ~~financial~~on ~~reporting, involving~~ the ~~preparation and reporting of our~~ financial statements ~~presented in conformity with GAAP~~.

ToManagement, ~~remediate~~including ~~our~~the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control ~~weaknesses~~over financial reporting can provide only reasonable, ~~management~~not ~~intends~~absolute, toassurance ~~implement~~that the ~~following~~objectives ~~measures:~~of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

●With ~~The~~the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company's ~~will~~internal ~~add~~control ~~sufficient~~over ~~number~~financial reporting as of ~~independent~~December ~~directors~~31, to2012 based upon the ~~board~~framework ~~and~~in ~~appoint~~Internal anControl ~~audit~~–Integrated ~~committee~~Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of December 31, 2012, the Company had material weaknesses in its internal control over financial reporting. Specifically, management identified the following material weaknesses at December 31, 2012:

~~● The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.~~37

●1. ~~Upon~~Lack of oversight by independent directors in the ~~hiring~~establishment and monitoring of ~~additional~~required ~~accounting~~internal ~~personnel~~controls and procedures; 2. Lack of functioning audit committee, resulting in ineffective oversight in the ~~Company~~establishment ~~will~~and ~~develop~~monitoring of required internal controls and ~~maintain~~procedures; ~~adequate~~3. ~~written~~Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; 4. Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

~~The~~As ~~additional~~a ~~hiring~~result isof ~~contingent~~the ~~upon~~material ~~The~~weaknesses described ~~Company’s~~above, ~~efforts~~management tohas ~~obtain~~concluded ~~additional~~that, ~~funding~~as ~~through~~of ~~equity~~December or31, ~~debt~~2012, ~~for~~we ~~its~~did ~~continued~~not ~~exploration~~maintain ~~activities~~effective ~~and~~internal ~~corporate~~control ~~expenses.~~over ~~Management~~financial reporting, ~~expects~~involving ~~to secure funds in~~ the ~~coming~~preparation ~~fiscal~~and ~~year~~reporting ~~but~~of ~~provides~~our nofinancial ~~assurances~~statements ~~that~~presented itin ~~will~~conformity bewith ~~able to do so~~GAAP.

WeTo ~~understand~~remediate ~~that~~our ~~remediation of material weaknesses and deficiencies in~~ internal ~~controls~~control ~~is a continuing work in progress due to the issuance of new standards and promulgations. However~~weaknesses, ~~remediation of any known deficiency is among our highest priorities. Our~~ management ~~will~~intends ~~periodically~~to ~~assess~~implement the ~~progress~~following ~~and sufficiency of our ongoing initiatives and make adjustments as and when necessary.~~measures:

~~This~~· ~~annual~~The ~~report~~Company ~~does~~will ~~not~~add ~~include~~sufficient annumber ~~attestation report~~ of ~~our~~independent ~~registered~~directors ~~public accounting firm regarding internal control over financial reporting. Management’s report was not subject~~ to ~~attestation by our registered public accounting firm pursuant rules of~~ the ~~SEC~~board ~~that~~and ~~permit~~appoint usan toaudit ~~provide only management’s report in this annual report~~committee.

~~Changes~~· inThe ~~Internal~~Company ~~Control~~will ~~over~~add ~~Financial~~sufficient ~~Reporting~~accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

On· ~~January~~Upon ~~3, 2012,~~ the ~~Company~~hiring ~~appointed~~of ~~John~~additional S.accounting ~~Wittler~~personnel, tothe ~~serve~~Company aswill ~~its~~develop ~~Chief Financial Officer~~ and asmaintain aadequate ~~Director~~written ofaccounting ~~the~~policies ~~Company~~and procedures.

~~Except~~The asadditional ~~set~~hiring ~~forth~~is ~~above,~~contingent ~~there~~upon The ~~were~~Company’s noefforts ~~changes~~to inobtain ~~our~~additional ~~internal~~funding ~~control~~through ~~over~~equity ~~financial~~or ~~reporting~~debt ~~that~~for ~~occurred~~its ~~during~~continued ~~the~~exploration ~~period~~activities ~~covered~~and bycorporate expenses. ~~this~~Management ~~report~~expects ~~that~~to ~~have~~secure ~~materially~~funds ~~affected,~~in orthe ~~are~~coming ~~reasonably~~fiscal ~~likely~~year tobut ~~materially~~provides ~~affect,~~no ~~our~~assurances ~~internal~~that ~~control~~it ~~over~~will ~~financial~~be ~~reporting~~able to do so.

~~Item~~We 9Bunderstand that remediation of material weaknesses and deficiencies in internal controls is a continuing work in progress due to the issuance of new standards and promulgations. ~~Other~~ However, ~~Information~~remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when necessary.

OnThis ~~March~~annual ~~28,~~report ~~2012,~~does ~~the~~not ~~Company~~include ~~entered into~~ an attestation ~~employment~~report ~~agreement~~of ~~with~~our ~~its~~registered ~~Chief~~public ~~Executive~~accounting ~~Officer. The~~firm ~~agreement~~regarding ~~expires~~internal oncontrol ~~December~~over ~~31,~~financial ~~2012~~reporting. ~~and~~Management’s report iswas ~~renewable~~not ~~annually~~subject ~~on January 1, for an additional one year term unless the Company or Executive delivers written notice~~ to ~~the~~attestation ~~other~~by ~~party~~our atregistered ~~least~~public 60accounting ~~days~~firm ~~preceding~~pursuant ~~the~~rules ~~expiration~~ of the ~~initial~~SEC ~~term~~that orpermit ~~any~~us ~~one-year extension. The employment agreement provides for initial annual compensation of $72,000 per year. Upon the Company raising $2 million in capital funding, the annual salary will increase~~ to ~~$150,000. Upon~~provide only ~~the~~management’s ~~Company~~report ~~raising $5 million~~ in ~~capital~~this ~~funding, the~~ annual ~~salary will increase to $200,000~~report.

40Changes in Internal Control over Financial Reporting

OnThere ~~March~~were ~~28,~~no ~~2012,~~changes ~~the~~in ~~Company~~our ~~entered~~internal ~~into~~control over anfinancial ~~employment~~reporting ~~agreement~~that ~~with~~occurred ~~its~~during ~~President. The~~the ~~agreement~~period ~~expires~~covered onby ~~December~~this ~~31,~~report ~~2012~~that ~~and~~have ismaterially ~~renewable annually on January 1~~affected, ~~for an additional one year term unless the Company~~ or ~~Executive~~are ~~delivers~~reasonably likely ~~written notice~~ to ~~the~~materially ~~other party at least 60 days preceding the expiration of the initial term or any one-year extension. The employment agreement provides for initial annual compensation of $72~~affect,~~000~~ ~~per~~our ~~year. Upon~~internal ~~the~~control ~~Company~~over ~~raising~~financial ~~$2 million in capital funding, the annual salary will increase to $150,000~~reporting. ~~Upon the Company raising $5 million in capital funding, the annual salary will increase to $200,000.~~

OnItem ~~March 28, 2012, the Company entered into an employment agreement with its Chief Financial Officer~~9B. ~~The~~ ~~agreement~~Other expires on December 31, 2012 and is renewable annually on January 1, for an additional one year term unless the Company or Executive delivers written notice to the other party at least 60 days preceding the expiration of the initial term or any one-year extensionInformation. The employment agreement provides for initial annual compensation of $60,000 per year. Upon the Company raising $2 million in capital funding, the annual salary will increase to $138,000. Upon the Company raising $5 million in capital funding, the annual salary will increase to $185,000. In addition, the Chief Financial Officer will be issued 50,000 shares of the Company’s common stock.

OnWe ~~March~~are ~~28,~~providing ~~2012,~~below the ~~Company~~information that ~~entered~~would ~~into~~be anincluded employment agreement with its Chief Operating Officer. The agreement expires on December 31, 2012 and is renewable annually on January 1, for an additional one year term unless the Company or Executive delivers written notice to the other party at least 60 days preceding the expiration of the initial term or any one-year extension. The employment agreement provides for initial annual compensation of $60,000 per year. Upon the Company raising $2 million in ~~capital~~a ~~funding,~~Form ~~the~~10 ~~annual~~if ~~salary~~we ~~will~~were ~~increase~~ to ~~$138,000. Upon~~file ~~the~~a ~~Company~~Form ~~raising $5 million in capital funding, the annual salary will increase to $185,000~~10.

OnFORWARD-LOOKING ~~March~~STATEMENTS 28, 2012, the Company’s Board of Directors approved and adopted the Spartan Gold Ltd. 2012 Equity Incentive Plan (the “Plan”) and reserved 4,750,000 shares of the Company’s common stock for issuance under the Plan to the Company’s directors, officers, consultants and other service providers. As of the date of this filing, the Plan has not been presented to the stockholders of the Company for approval. The Plan allows for two types of grants: 1) options and 2) stock awards and stock purchase offers. As of the date of this report, no options or stock awards have been granted.

~~PART~~This ~~III~~report contains “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this report.

~~Item~~Important ~~10. Directors~~factors that could cause actual results to differ materially from our expectations, ~~Executive~~which ~~Officers~~we refer to as cautionary statements, are disclosed under “Risk Factors” and ~~Corporate~~elsewhere ~~Governance~~in this report, including, without limitation, in conjunction with the forward-looking statements included in this report. All forward-looking information in this report and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

The following table sets forth information with respect to persons who are serving as directors and officers of the Company. Each director holds office until the next annual meeting of shareholders or until his successor has been elected and qualified.38

Name	Age	Positions	Held Position Since
Malcolm Stevens	61	Director, Chief Executive Officer and Chairman	12/2/2010
William H. Whitmore, Jr.	52	Director and President	12/2/2010
Mihailo Gravrilovic	52	Director and Chief Operating Officer	12/2/2010
John S. Wittler	53	Director, Chief Financial Officer and Secretary	1/3/2012
David E. Price	47	Director, Chief Executive Officer, Interim Chief Financial Officer and Secretary	12/2/2010 (a)

BUSINESS

(a) From May 21, 2010 until December 2, 2010, Mr. Price served as the Company's sole Director, Chief Executive and Interim Chief Financial Officer. Mr. Price resigned as Secretary on September 30, 2011.Overview

~~Biography~~Spartan ofGold ~~Directors~~Ltd. (the "Company", “Spartan”, “we”, “us” or “our”) is a U.S. based junior gold exploration company with gold exploration and ~~Officers~~development activities centered in both the Carlin-Rain and Round Mountain-Northumberland Gold Trends in Nevada. Spartan’s Poker Flats gold prospect is located within the Carlin-Rain region, and the Ziggurat gold prospect is located within the Round Mountain-Northumberland Mining District.

~~Mr.~~Each ~~Malcolm~~of ~~Stevens~~these ~~was~~regions ~~appointed~~is asendowed ~~Chairman~~with ofmajor gold ~~the~~deposits ~~Board~~operated ofby ~~Directors~~many ~~and~~of ~~Chief~~the ~~Executive~~world ~~Officer~~leaders ofin the ~~Company~~mining onindustry. ~~December~~Major 2,mining ~~2010. Malcolm~~projects ~~began~~in ~~his~~the ~~career~~Carlin asTrend aare ~~Chartered~~currently operated ~~Accountant~~by ~~with~~Newmont ~~Price~~Mining ~~Waterhouse~~Corporation in(trading ~~Perth,~~on ~~Western~~the ~~Australia~~NYSE) into ~~1972~~the ~~after~~north ~~completing~~and awest ~~Bachelor~~ of ~~Commerce~~the atPoker ~~Curtain~~Flats ~~University~~prospects. ~~Since~~Additionally, some ~~then~~of ~~Malcolm~~the ~~has~~major ~~worked~~mining projects in athe ~~number~~Round ofMountain-Northumberland ~~International~~districts ~~Investment~~are ~~Banks~~currently ~~which~~operated ~~led~~by toBarrick ~~the~~Gold ~~establishment~~Corporation / ofKinross ~~his~~Gold ~~own~~Corporation ~~licensed~~(NYSE) ~~Investment~~and ~~Dealer,~~also ~~CanAustra~~Newmont ~~Investments~~Mining ~~Ltd.~~Corporation which exist in ~~Sydney~~close ~~Australia~~proximity into ~~1988~~the Ziggurat prospect. The Company ~~resource~~also ~~sector~~ has ~~been~~mining interests in the ~~main~~northeast ~~focus~~region of ~~business~~Alabama ~~activity~~in ~~from~~ the ~~work~~historical onArbacoochee ~~the~~Mining ~~project~~District. The Company ~~financing~~is ofcurrently ~~Woodside’s~~pursuing ~~North~~opportunities ~~West~~for ~~Shelf~~several ~~Gas~~acquisition ~~Project~~targets toaround ~~being~~the aworld ~~major~~and ~~participant~~focusing inon ~~the~~operational ~~development~~plans for current projects. The directors, management and advisers of ~~the~~Spartan ~~modern~~Gold ~~loan~~have ~~financings~~over in90 ~~Australia~~years ~~and~~of ~~Canada~~combined experience in the ~~Eighties~~exploration and ~~Nineties~~development of global mining projects.

41Spartan's commitment to asset growth and increased shareholder value will be sustained by the development of highly prospective projects, accelerated exploration activities and the acquisition of viable resources. Spartan has selected an international board of directors experienced in undertaking exploration, development and funding of numerous energy and minerals projects around the world.

InCompany 1996 Malcolm headed up the establishment of private equity fund internationally and in Australia in 2000. These funds were focused primarily on venture capital mainly for the resource sector. Malcolm has been Chairman of a number of private and public companies and today is Executive Chairman and President of the private equity group CanAustra Holdings Ltd, Sphere Resources, Inc. in Canada and Executive Chairman of AAP Carbon Ltd in Hong Kong.History

~~Mr.~~Spartan ~~William~~Gold HLtd. ~~Whitmore, Jr.~~ was ~~appointed~~incorporated asin ~~Director, President and Interim Chief Financial Officer of the Company~~ Nevada on ~~December~~September 26, ~~2010. Mr.~~2007 ~~Whitmore~~under ~~resigned~~the asname ~~Interim Chief Financial Officer on January 3~~Powergae, ~~2012~~Inc. ~~Mr.~~ ~~Whitmore has held various high-level executive management positions~~ with athe ~~strong~~purpose ~~operations background. Prior to joining Spartan Gold, Mr. Whitmore was Managing Director~~ of ~~Envisionte,~~profitably ~~LLC,~~constructing ~~a Global Business Development Enterprise engaged in consulting for private~~ and ~~public~~operating ~~entities~~biodiesel ~~around~~production facilities, ~~the~~establishing ~~world. While~~them in ~~this~~strategic ~~position~~locations, ~~Mr. Whitmore managed all aspects of administration~~ and ~~was~~selling the ~~representative~~biodiesel ~~contact~~through ~~for~~existing ~~investment~~petroleum ~~groups~~manufacturers ~~that funded projects~~ and ~~numerous other business models under his supervision~~distributors. ~~While~~ On ~~consulting~~September ~~for~~24, ~~clients~~2009, hethe ~~has~~Company ~~engaged~~changed inits ~~many~~name ~~executive~~to ~~team~~Algoil, ~~development~~Inc. ~~projects~~The ~~and~~central ~~draws~~concept onof aAlgoil, ~~wide~~Inc. ~~and~~was ~~diverse~~making ~~list~~the production of ~~contacts~~biodiesel ~~around~~independent ~~the~~of ~~globe~~its totraditional ~~achieve~~sources ~~the~~such ~~creation~~as ofsoy ~~solid~~bean, ~~and~~rape, ~~competent~~sunflower ~~management~~seed ~~teams~~or palm oil.

~~Mr.~~On ~~Mihailo~~May ~~“Mick”~~21, ~~Gavrilovic~~2010, ~~was~~the ~~appointed~~Company asexperienced a ~~Director~~change ~~and~~in ~~Chief~~control. ~~Operating~~Magic ~~Officer~~Grace ~~of the Company on December 2, 2010~~Ltd. ~~Mr.~~ ~~Gavrilovic~~(“Magic ~~has~~Grace”) anacquired ~~extensive~~the ~~background~~majority inof the ~~development~~issued and ~~operations~~outstanding common stock of ~~international~~Algoil, ~~mining~~Inc. ~~and~~in ~~energy~~accordance ~~projects. He~~with ~~has~~a ~~significant~~stock ~~experience~~purchase atagreement aby ~~senior~~and ~~level~~between inAndriy ~~surface~~Kovalenko and ~~underground~~Magic ~~gold~~Grace. ~~and~~On ~~nickel~~the ~~mining~~closing ~~projects~~date, May ~~and~~21, ~~has~~2010, ~~been~~pursuant ~~involved~~to in the ~~construction~~terms of athe ~~number~~Stock ofPurchase ~~mineral~~Agreement, ~~processing~~Magic ~~plants~~Grace ~~and~~purchased ~~vertical~~from ~~mine shafts~~Mr. ~~During~~ ~~his~~Kovalenko ~~early~~14,290,000 ~~engineering~~(pre-split) shares ~~career,~~of ~~he held~~Company’s aoutstanding ~~variety~~common ofstock ~~senior~~for ~~maintenance~~$187,500. ~~project~~In ~~development and~~accordance ~~operations~~with ~~roles~~the ~~encompassing~~agreement, all ~~facets~~related ofparty ~~operating~~obligations were ~~large~~settled. ~~mineral~~Also ~~processing~~on ~~facilities~~May 21, ~~together~~2010, ~~with~~Real ~~the~~Challenge ~~provision~~Group, ofLtd. ~~ancillary~~(“Real ~~services~~Challenge”) ~~and~~acquired ~~utilities~~935,000 to(pre-split) ~~remote~~free-trading shares ~~areas.~~of ~~Mr.~~the ~~Gavrilovic~~Company’s ~~also~~outstanding ~~has~~common ~~significant~~stock ~~experience~~ in ~~developing~~accordance ~~and~~with ~~commercializing~~a ~~new~~stock ~~technologies~~purchase inagreement ~~the~~by ~~natural~~and ~~gas~~between ~~engine~~Andriy ~~field~~Kovalenko, as ~~mining~~a ~~and~~duly ~~construction~~authorized ~~demolition~~representative ~~industry~~of the selling shareholders, and ~~has~~Real ~~advised~~Challenge for $187,500. As a ~~number~~result of ~~companies~~the change in control, ~~their~~the ~~efforts~~Company toabandoned ~~commercialize~~its ~~leading~~original ~~edge~~plan ~~renewable~~of ~~energy~~developing ~~technologies~~and operating biodiesel facilities.

~~Mr.~~On ~~John~~July S.8, ~~Wittler was appointed as Director and Chief Financial Officer of the Company on January 3~~2010, ~~2012. Mr. Wittler was previously appointed Secretary of~~ the Company onfiled ~~September 27, 2011. Mr. Wittler has~~ an ~~extensive financial based background. Prior~~ amendment to ~~joining~~its ~~Spartan~~Articles ~~Gold,~~of ~~Mr.~~Incorporation ~~Wittler~~in ~~served~~the asState ~~Managing Director~~ of ~~his~~Nevada ~~own~~to ~~consulting~~change ~~practice~~its ~~where~~name ~~he provides financial and accounting consulting services~~ to ~~both~~Spartan ~~private~~Gold ~~and public companies and has served as CFO of Alternative Construction Technologies, Inc~~Ltd. ~~and~~The ~~Organa~~Company ~~Technologies Group, Inc. Mr. Wittler~~ has ~~had~~adopted ~~extensive~~its ~~involvement~~new strategic inplan ~~capital raises, business integrations, SEC registration and regulatory filings, involvement with Board~~ of ~~Directors,~~gold ~~mergers and acquisitions~~exploration, ~~internal~~development ~~controls~~ and ~~risk management, accounting systems design and implementations, and financial analysis and planning~~mining. John began his career with Ernst & Young in Indianapolis, Indiana and is currently a Director and Chairman of the Audit Committee of eLayaway, Inc. (ELAY.OB). Mr. Wittler is a CPA (inactive), has a bachelor’s of science degree in accounting from Ball State University, and is currently a member of the American Institute of CPAs and the Florida Institute of CPAs.

~~Mr.~~On ~~David~~July E.19, ~~Price~~2010, ~~was appointed as Secretary of~~ the Company's onBoard ~~December~~of Directors 2,declared ~~2010~~a ~~and~~forty-to-one ~~resigned~~forward ~~from~~stock ~~that~~split ~~position on September 27, 2011. From the date~~ of ~~the~~all ~~change~~outstanding inshares ~~control~~ of ~~the~~common ~~Company,~~stock. ~~May 21~~Subsequently, ~~2010,~~on ~~until~~August ~~December 2~~12, 2010, Magic ~~Mr.~~Grace ~~Price~~contributed ~~served as our sole Director, Chief Executive Officer and Interim Chief Financial Officer. Mr. Price was born in the District of Columbia and was admitted~~ to the ~~Bar in 1996. David has held positions in the Diplomatic Corps of the Israeli Foreign Office as well as a Congressional Aide on Capitol Hill~~treasury, and ~~General Counsel to consultants at~~ the ~~World~~Company ~~Bank~~retired, as9,896,250 ~~well~~common asshares ~~the~~of ~~IDB~~stock ~~and IMF in Washington~~(395,850,000 ~~DC. He worked for 10 years~~ as aadjusted ~~corporate attorney at~~ for the ~~International~~stock ~~Law Firm in Washington DC before establishing his own practice as an attorney in 2005~~split). He isThe aeffect ~~member~~ of the ~~Maryland~~stock ~~Bar,~~split ~~United~~and ~~States~~retirement ~~District Court (District~~ of ~~Maryland);~~shares ~~Court~~increased ofthe ~~Appeals,~~number ~~District~~ of ~~Columbia;~~shares ~~United States District Court for the District~~ of ~~Columbia;~~common ~~United~~stock ~~States~~outstanding from ~~Court~~15,225,000 ofto ~~Appeals~~213,150,000 ~~4th~~as ~~Circuit; Supreme Court~~ of ~~the~~August ~~United~~12, ~~States~~2010. ~~He is also a member of the Corporate Lawyer’s Association; Euro-American Lawyers Group; Association of US Securities Attorneys; American Bar Association.~~

~~Our~~On ~~directors~~October ~~are~~19, ~~elected at the annual meeting of the shareholders~~2011, ~~with vacancies filled by~~ the ~~Board~~Company ~~of Directors~~issued 18, ~~and serve until their successors are elected and qualified~~952,774 orshares ~~their earlier resignation or removal. Officers are appointed by the board~~ of ~~directors~~its ~~and~~common ~~serve~~stock atto ~~the~~Sphere ~~discretion~~Resources, ~~of the board of directors or until their earlier resignation or removal~~Inc. ~~Any~~ ~~action~~(“Sphere”) ~~required~~in ~~can~~conversion ~~be taken at any annual or special meeting~~ of ~~stockholders of the corporation which may be taken without~~ a ~~meeting,~~Secured ~~without~~Convertible ~~prior~~Promissory Note ~~notice~~totaling ~~and without a vote~~$379,055 if(including ~~consent~~accrued interest of ~~consents in writing setting forth the action so taken~~$4,055). ~~shall~~As bea ~~signed~~result ~~by the holders~~ of the ~~outstanding~~share stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered officeissuance, ~~its~~Sphere ~~principle~~became ~~place of business, or an officer or agent of~~ the ~~corporation~~majority ~~having custody~~ shareholder of the ~~book in which the proceedings of meetings are recorded~~Company.

~~Indemnification~~On November 9, 2011, the Company's Board of Directors ~~and~~declared ~~Officers~~a one-for-twenty reverse stock split of all outstanding shares of common stock. The effect of the reverse stock split decreased the number of shares of common stock outstanding from 632,892,868 to 31,644,658 as of November 9, 2011.

~~Nevada~~Our Corporation Law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the 1933 Act. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition.Strategy

42We are currently focused on mineral exploration and development activities in the Carlin-Rain and Round Mountain-Northumberland Gold Trends in Nevada. We have options for the mineral concession rights at two projects in this region: Poker Flats and Ziggurat, both of which are located near existing operations of large mining corporations and have available mining and transportation infrastructures. Our strategy is to advance each of these projects to the drilling stage as aggressively as prudent financing will allow and to determine the presence of gold, silver or other precious mineral resources. If we are successful in doing so, we believe we can attract the attention of the existing mining companies already operating in the area or new mining companies to either enter into development agreements with us or to acquire the projects from us outright.

~~The Company may~~Additionally, towe the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred to directors and officers of the Company. The rights to indemnification and to the advancement of expenses are ~~subject~~currently toidentifying other ~~the~~acquisition ~~requirements of the 1940 Act to the extent applicable~~opportunities.

Furthermore, the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.39

~~Committees~~Mineral ~~of the Board of Directors~~Properties

~~None~~Currently, we have completed two Option and Mining Claim Agreements to the mineral rights on two properties in the Carlin-Rain and Round Mountain-Northumberland Gold Trends in Nevada and own the mineral rights to one property in the northeast region of Alabama. A description of each property is summarized below:

~~Auditors~~Poker Flats Property

~~Our~~On ~~principal~~December ~~independent~~22, ~~accountant~~2010, iswe ~~Dale~~entered ~~Matheson~~into ~~Carr-Hilton~~an Option ~~Labonte~~and ~~LLP~~Mining Claim Acquisition Agreement between Mexivada Mining Corporation (“MMC” or the “Optionor”) and Sphere Resources, Inc. (“Sphere”). The agreement was amended on March 28, 2011 (the “First Amendment”) and further amended on December 22, 2011 (the “Second Amendment”).

~~Code~~MMC is the owner of ~~Ethics~~a 100% interest in 64 lode mining claims located in the Carlin Mining District in Elko County Nevada, known as the “Poker Flats” Property. Resulting from the Agreement and First and Second Amendments, the Company has the following rights and obligations:

We· doAn ~~not~~initial ~~currently~~51% ~~have~~interest ain ~~Code~~the ofproperty ~~Ethics~~will ~~because~~be weearned ~~have~~upon ~~limited~~incurring ~~business~~exploration ~~operations~~expenditures ~~and~~of ~~only~~$500,000 ~~three~~on ~~officers/directors~~or onbefore the ~~Board.~~third Weanniversary ~~believe~~date ~~a code~~ of ~~ethics~~the ~~would~~agreement, ~~have~~all ~~limited utility at this stage. We intend to adopt such code~~ of ~~ethics~~which ~~that~~will ~~would~~be ~~cover~~paid ~~our~~by ~~business~~the ~~as soon as possible.~~Company,

~~Item~~· ~~11. Executive~~An ~~Compensation.~~additional 24% interest in the property will be earned upon incurring additional exploration expenditures of $250,000 and completing and delivering to the Optionor an industry-standard mining feasibility study on or before the fifth anniversary date of the agreement,

~~Our~~· ~~directors~~The doCompany ~~not~~has ~~receive~~paid ~~any~~to ~~stated~~Optionor ~~salary for their services as directors or members of committees of the board of directors~~$25,000 ~~but~~upon byexecuting ~~resolution of~~ the ~~board,~~Option ~~a fixed fee may be allowed for attendance at each meeting. Directors may also serve the company in other capacities as an officer~~Agreement, agent or otherwise, and may receive compensation for their services in such other capacity. Directors of the Company who are also employees of the Company will not receive additional compensation for their services as directors. Reasonable travel expenses are reimbursed.

~~The~~· ~~following~~Sphere ~~table~~has ~~sets~~issued ~~forth~~to ~~all~~Optionor ~~of the compensation awarded to~~350,000 ~~earned~~shares by or paid to (i) each individual serving as our principal executive officer and principal financial officer during our last completed fiscal year; and (ii) each other individual that served as an executive officer at the conclusion of ~~the~~Sphere ~~fiscal year ended December 31~~Resources, ~~2011~~Inc. ~~(collectively,~~common ~~the Named Executives).~~stock,

Name and Principal Position	Year	Salary	Bonus	Stock Awards	All Other Compensation	Total
		$	$	$	$	$
Malcolm Stevens (1)	2011	72,000	-	-	-	72,000
Chief Executive Officer, Chairman of the Board of Directors	2010	6,000	-	1,312	-	7,312
William H. Whitmore, Jr. (2)	2011	72,000	-	-	-	72,000
President and Director	2010	6,000	-	2,624	-	8,624
Mihailo Gavrilovic (3)	2011	60,000	-	-	-	60,000
Chief Operating Officer and Director	2010	7,500	-	1,312	-	8,812
John S. Wittler (4)	2011	-	-	-	-	-
Chief Financial Officer, Secretary and Director	2010	-	-	-	-	-
David E. Price	2011	15,000	-	-	-	15,000
Secretary	2010	20,000	-	-	-	20,000

Sphere will issue to Optionor an additional 150,000 shares of Sphere Resources, Inc. common stock when the Company obtains a 75% in the mineral rights,

(1)	Mr. Malcolm Stevens was appointed Chief Executive Officer and Chairman of the Board of Directors on December 2, 2010.
(2)	Mr. William H. Whitmore, Jr. was appointed President and Interim Chief Financial Officer and Director on December 2, 2010. Mr. Whitmore resigned as Interim Chief Financial Officer on January 3, 2012.
(3)	Mr. Mihailo Gavrilovic was appointed Chief Operating Officer and Director on December 2, 2010.
(4)	Mr. John S. Wittler was appointed Chief Financial Officer and Director on January 3, 2012 and as Secretary on September 27, 2011. Prior to his appointment in 2012, Mr. Wittler served as a consultant to the Company and was paid $60,310 in consulting fees in 2011.
(5)	Mr. David E. Price was appointed as Chief Executive Officer, Interim Chief Financial Officer and sole Director on May 21, 2010. Mr. Price resigned from these positions and was appointed as Secretary on December 2, 2010. Mr. Price resigned as Secretary on September 27, 2011.

Upon exercise of the option, the Company will assume a 75% interest in an existing Production Royalty Agreement which requires the payment of 3% Net Smelter Return (“NSR”) production royalty for any and all products that are produced from the Poker Flats mining claims to the lessor of the claims to MMC and a 2% NSR to Sphere,

43· If and when the Company elects to sell and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to 75% and MMC shall have the right to purchase up to 25% of the 3% NSR on mineral production from the Poker Flats Property retained by the owner of the mining claims subject to the Poker Flats Option Agreement, for one million U.S. dollars (U.S. $1,000,000) per NSR percentage point,

~~Item~~· ~~12. Security~~If ~~Ownership~~and ofwhen ~~Certain~~the ~~Beneficial~~Company ~~Owners~~elects to sell and ~~Management~~convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to 100% of the 2% NSR granted, conveyed and ~~Related~~assigned ~~Stockholder~~by ~~Matters~~the Company to Sphere on its share of production from the Poker Flats Property, under terms to be agreed upon by the Company and Sphere.

~~The~~On ~~following~~April ~~table~~1, ~~summarizes~~2011, ~~certain~~the ~~information~~Company ~~regarding~~entered ~~the~~into a ~~beneficial~~Mining ~~ownership~~Lease ~~(as~~and ~~such~~Agreement ~~term~~(the is“Agreement”) ~~defined~~with inK ~~Rule~~& ~~13d-3~~K ~~under~~Tomera ~~the~~Lands, ~~Securities~~LLC, ~~Exchange~~a ~~Act~~Nevada ofLimited ~~1934~~Liability Company (“Tomera”). ofThis ~~outstanding~~Mining ~~Common~~Lease ~~Stock~~and asAgreement ofpertains ~~March~~to ~~15,~~the ~~2012~~Poker byFlats ~~(i)~~property. ~~each~~Under ~~person~~the ~~known~~terms byof usthe Agreement, Tomera grants, lets and leases exclusively to beSpartan Gold the ~~beneficial~~property, ~~owner~~together ofwill ~~more~~all ~~than~~ores 5%and minerals of ~~the~~every ~~outstanding~~kind, ~~Common~~except geothermal ~~Stock~~resources, ~~(ii)~~coal ~~each~~and ofoil ~~our~~and ~~directors~~gas and other hydrocarbons, ~~(iii)~~water ~~each~~and ofsand ~~our~~and ~~named~~gravel, ~~executive~~in, ~~officers~~or ~~(as~~under ~~defined~~the inproperty, ~~Item~~with ~~403(a)~~the exclusive ofright ~~Regulation~~to ~~S-K~~prospect ~~under~~and ~~the~~explore ~~Securities~~for, ~~Act)~~mine by any method now known or hereafter discovered, process, mill, prepare for market, store, sell, and ~~(iv)~~dispose ~~all~~of ~~executive~~the ~~officers~~same; and ~~directors~~together aswith aall ~~group.~~such ~~Except~~rights-of-way asand ~~indicated~~easements into the ~~footnotes~~extent ~~below~~owned by Tomera, if any, through, over, on or appertaining to the ~~security~~property. ~~and~~The ~~stockholders~~property ~~listed~~initially ~~below~~contains ~~possess~~1,760 ~~sole~~net ~~voting~~mineral acres and ~~investment~~may ~~power~~be ~~with~~modified to ~~respect~~increase toor ~~their~~decrease ~~shares~~over time at the option of the Company.

Name of Beneficial Owner (3)	Title of Stock Class	Amount and Nature of Beneficial Owner (1)	Percent of Class (2)
Malcolm Stevens (4)(6)	Common Stock	18,777,735	56.59%
William H. Whitmore, Jr. (4)	Common Stock	200,000	0.63%
Mihailo Gavrilovic (4)	Common Stock	200,000	0.63%
John S. Wittler (4)	Common Stock	-	0.00%
Sphere Resources, Inc. (5)	Common Stock	18,577,735	55.99%
All Directors and Officers as a Group	Common Stock	19,177,735	57.80%

Poker Flats is located approximately 20 miles south-southwest of Elko, Nevada in the Carlin-Rain Trend. Poker Flats began with 500 acres in the Carlin region which is home to some of the world's leaders in the mining industry. Neighboring mining projects north and south of Poker Flats include Newmont Mining Corporation, Gold Standard Ventures Corporation, and Premier Gold Mines Limited. The Company expanded Poker Flats to 3,600 acres in 2011, which was reduced to 3,040 acres in October, 2012, and now holds an option for 75% majority ownership of this project. The geological mapping process is under way and an updated NI 43-101 report was completed on November 22, 2011. The new claim blocks and private mineral rights now included in the Poker Flats project are surrounded by Newmont Mining Corporation's Emigrant project on the northern border and several other productive projects including Newmont's Rain-Tess and Emigrant Mines, Premier Gold Mines Limited's Saddle gold prospect and Gold Standard Ventures Corporations' Railroad gold project. The Company’s team has completed geological mapping and analysis, in conjunction with geophysical mapping involving gravity and magnetic survey work.

(1)	"Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days.
(2)	For each shareholder, the calculation of percentage of beneficial ownership is based upon 31,644,658 shares of Common Stock outstanding as of March 15, 2012, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.
(3)	Unless otherwise indicated, the address of each person listed is c/o Spartan Gold Ltd., 13951 N. Scottsdale Rd., Suite 233, Scottsdale, AZ 85254
(4)	Indicates Director and Officer.
(5)	Shares include warrants to purchase 1,537,475 shares of the Company’s common stock. The address of Sphere Resources, Inc. is 204 Black St., #300, Whitehorse, BC, Canada
(6)	Shares include 200,000 shares directly owned by Mr. Stevens and 18,577,735 shares beneficially owned by Sphere Resources, Inc. Mr. Stevens is the Executive Chairman and President of Sphere Resources and has voting and dispositive power of the shares.

Additional geophysical, drilling and geological work is planned at Poker Flats under a two-phase exploration program. Since the property is situated adjacent to other current gold mining properties such as Pinon and Railroad, and as the mineralization appears similar to those at Newmont's Emigrant and Rain Mines and at the Railroad deposit, additional exploration expenditures are justified for the Poker Flats property.

~~Item~~The ~~13. Certain~~exploration ~~Relationships~~goal ~~and~~at ~~Related~~the ~~Transactions~~Poker Flats prospect is to identify a 500,000 ~~and~~to ~~Director~~1,000,000 ~~Independence~~ounce open-pit gold mining resource. A major mining project is currently being developed by Newmont Mining Corporation immediately north of the Poker Flats prospects.

On March 28, 2011, the Company issued Sphere Resources, Inc. (“Sphere”) 587,500 shares of the Company’s common stock and warrants to purchase an additional 287,475 shares to Sphere in connection with the Amendments to the Option and Mining Claim Acquisition Agreements dated December 22 and 27, 2010 and amended on March 28, 2011 for its Poker Flats and Ziggurat properties. Additionally, cash payments to Sphere of $175,000 were due. Mr. Malcolm Stevens, the Company’s Chief Executive Officer, Director and Chairman, is also the Executive Chairman and President of Sphere Resources, Inc., a Canadian Corporation.40

On September 7, 2011, the company issued a $375,000 Secured Convertible Promissory Note (“Promissory Note”) to Sphere for $200,000 of cash proceeds and conversion of the $175,000 due in connection with the March 28, 2011 Amendments to the Option and Mining Claim Acquisition Agreements dated December 22 and 27, 2010 for its Poker Flats and Ziggurat properties. The Promissory Note is secured by all of the assets and property of the Company, bears interest at 8 per annum, is due on or before September 30, 2011, and is convertible into shares of common stock of the Company at a conversion price of $0.001 per share.Property

44On December 27, 2010, we entered into an Option and Mining Claim Acquisition Agreement between MMC (the “Optionor”) and Sphere. The agreement was amended on March 28 2011. The agreement was amended on March 28, 2011 (the “First Amendment”) and further amended on December 22, 2011 (the “Second Amendment”).

OnMMC ~~September~~is ~~7, 2011,~~ the ~~Company~~owner ~~issued 1,250,000 shares~~ of ~~its~~a ~~common~~100% ~~stock~~interest ~~and~~in 227 ~~warrants~~lode tomining ~~purchase~~claims anin ~~additional~~Nye 1County,~~250,000~~ ~~shares at $2.00 to Sphere~~ in ~~connection to~~ the ~~issuance~~State of ~~the Promissory Note. As of September 30~~Nevada, ~~2011,~~known ~~the~~as ~~Company had not repaid~~ the ~~Promissory~~“Ziggurat” ~~Note and is in default~~Property. On ~~October~~Resulting ~~6, 2011 the Company received a demand letter~~ from ~~Sphere demanding payment of~~ the Agreement ~~principal~~ and ~~interest~~First ~~due~~and bySecond ~~October 20~~Amendments, ~~2011. As~~ the Company ~~was~~has ~~unable to pay~~ the ~~Promissory~~following ~~Note~~rights ofand $375,000 plus accrued interest of $4,055, it agreed to convert the total amount owed of $379,055 into 18,952,774 shares of its common stock, per the terms of the Promissory Note, on October 19, 2011. As a result of the conversion, Sphere became the majority shareholder of the Company.obligations:

In· ~~November~~An ~~2011,~~initial ~~Sphere~~51% ~~advanced~~interest in the property will be earned upon incurring exploration expenditures of $501,500,000 toon or before the ~~Company~~third ~~for~~anniversary ~~working~~date ~~capital~~of ~~purposes. The~~the ~~advance~~agreement, ~~has~~all noof ~~repayment~~which ~~date~~will ~~and~~be ~~does~~paid ~~not~~by ~~bear~~the ~~interest.~~Company,

In· ~~January~~An ~~and~~additional ~~February~~24% ofinterest ~~2012,~~in ~~Sphere~~the ~~advanced~~property awill ~~total~~be earned upon incurring additional exploration expenditures of $401,000,000 and completing and delivering to the ~~Company~~Optionor ~~for~~an ~~working~~industry-standard ~~capital~~mining ~~purposes. The~~feasibility ~~advance~~study ~~has~~on noor ~~repayment~~before ~~date~~the ~~and~~fifth ~~does~~anniversary ~~not~~date ~~bear~~of ~~interest.~~the agreement,

~~Item~~· ~~14. Principal~~The ~~Accounting~~Company ~~Fees~~has ~~and~~paid ~~Services.~~to Optionor $25,000 upon executing the Option Agreement,

~~Audit~~· ~~Fees~~The Company has paid to Optionor $35,000 in 2011,

On· ~~February~~The ~~2, 2012, the~~ Company ~~dismissed~~shall ~~Meyler~~pay &to ~~Company~~Optionor ~~LLC~~$25,000 ~~and~~on ~~engaged~~or ~~Dale~~before ~~Matheson~~the ~~Carr-Hilton~~second ~~Labonte~~anniversary ~~LLP~~date asof ~~its~~the ~~independent~~Agreement ~~registered~~($5,000 ~~public~~paid ~~accounting firm~~ as of ~~and for the year ended~~ December 31, ~~2011. The change in independent registered public accounting firm is not the result of any disagreement with Meyler & Company LLC.~~2012),

· The ~~aggregate fees billed by Dale Matheson Carr-Hilton Labonte LLP for the audit of the~~ Company’s ~~annual~~shall ~~financial~~pay ~~statements~~to ~~were~~Optionor $25,000 ~~for~~on ~~the~~or ~~year~~before ~~ended~~the ~~December~~third ~~31,~~anniversary ~~2011.~~date ~~The aggregate fees billed by Meyler & Company LLC for review~~ of the ~~Company's financial statements included in its quarterly reports on Form 10-Q were $20~~Agreement,~~000 during the year ended December 31, 2011.~~

~~The~~· ~~aggregate~~Sphere ~~fees~~has ~~billed~~issued byto ~~Meyler~~Optionor &550,000 ~~Company~~shares ~~LLC for the audit~~ of ~~the~~Sphere ~~Company’s annual financial statements were $32~~Resources,~~500~~ ~~for the year ended December 31, 2010~~Inc. ~~The~~common ~~aggregate fees billed by Meyler & Company LLC for review of the Company's financial statements included in its quarterly reports on Form 10-Q were $2~~stock,~~500 during the year ended December 31, 2010.~~

~~Audit-Related~~· ~~Fees~~Sphere will issue to Optionor an additional 250,000 shares of Sphere Resources, Inc. common stock when the Company obtains a 75% in the mineral rights,

~~For~~· ~~the~~The ~~years~~Company ~~ended~~granted ~~December~~a ~~31,~~2.5% ~~2011~~NSR for any and ~~2010,~~all ~~our~~products ~~principal~~that ~~accountants~~are ~~did~~produced ~~not~~from ~~render~~the ~~any~~Ziggurat ~~audit-related~~mining ~~services~~claims to Sphere and a .5% NSR to MMC,

~~Tax~~· ~~Fees~~If and when the Company elects to sell and convey all or a portion of its interest in the Ziggurat Property, the Company shall have the right to purchase up to 100% of the 2.5% NSR granted, conveyed and assigned by the Company to Sphere on its share of production from the Ziggurat Property, under terms to be agreed upon by the Company and Sphere.

The ~~aggregate~~Ziggurat ~~fees~~property ~~billed~~is bylocated ~~Meyler~~approximately 22 &kilometers ~~Company~~north ~~LLC~~of ~~for~~Kinross ~~the~~Gold ~~preparation~~Corporation ofand ~~the~~Barrick ~~Company~~Gold Corporation’s ~~tax~~Round ~~returns~~Mountain ~~were~~and $Gold Hill gold mines in Nye County, Nevada. The Ziggurat property began with 1,~~550~~140 ~~for~~acres in the ~~year~~prolific ~~ended~~Round ~~December~~Mountain-Northumberland 31Trend. The neighboring Northumberland mining project is located eight kilometers to the northeast of Ziggurat, ~~2010~~and is owned by mining industry world leader Newmont Mining Corporation. The ~~For~~Company ~~the~~previously ~~year~~expanded ~~ended~~Ziggurat ~~December~~to 316,860 acres in 2011, ~~our~~which was ~~principal~~reduced ~~accountants~~to ~~did~~4,540 ~~not~~acres ~~render~~in ~~any~~September ~~services~~2012, and now holds an option for ~~tax~~75% ~~compliance~~majority ownership of this project. Previous geophysical and geological interpretations indicate that the Ziggurat property has favorable characteristics for Carlin-style gold mineralization. Since the property is situated in close proximity to other current gold mining properties such as Northumberland, Gold ~~tax~~Hill, ~~advice~~and Round Mountain, and ~~tax~~the ~~planning~~geologic structure and surface-mineralized host rocks appear very favorable, the Ziggurat property justifies additional exploration expenditures. Spartan's team has completed geological mapping and analysis, in conjunction with geophysical mapping involving gravity and magnetic survey work.

~~All~~Additional ~~Other~~geophysical, ~~Fees~~drilling and geological work is planned under a two-phase exploration program. Since the property is situated adjacent to other current gold mining properties such as Northumberland, Gold Hill, and Round Mountain, and the geologic structure and surface-mineralized host rocks appear very favorable, the Ziggurat property justifies additional exploration expenditure.

~~For~~The exploration goal at the ~~years~~Ziggurat ~~ended~~Property is ~~December~~to ~~31,~~identify ~~2011~~a multi-million ounce open-pit gold mining resource. Major mining projects are currently operated by Barrick Gold Corporation and ~~2010,~~Newmont ~~our~~Mining ~~principal~~Corporation ~~accountants~~which ~~did~~exist ~~not~~both ~~render~~south ~~any~~and ~~other~~north ~~services~~of the Ziggurat Property, respectively.

~~Prior~~Arbacoochee toGold engaging its accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.Prospect

45On October 22, 2010, we acquired the mineral rights to a Gold Prospect which is a tract of approximately 320 acres located in close proximity to the historic Arbacoochee Gold Mining District. This Prospect contains potentially minable placer located in Cleburne County, Alabama, 9 miles southeast of the city of Heflin. The property is located adjacent to the historic Gold Hill and is the central drain point for that hill. Most of the area’s historic gold production came from placer deposits near Gold Hill and Clear Creek. This property has not been worked in over 120 years. The recent price of gold has made the previously dormant properties a viable target to explore and bring online.

~~PART~~The IVCompany assumed an existing mineral royalty agreement which requires the payment of 6% NSR overriding royalty for any and all precious metals that are mined, processed or recovered from the Arbacoochee Gold Prospect to AMP.

~~Item 15. Exhibits, Financial Statement Schedules~~Competition

~~Financial~~In ~~Statements~~the United States, there are numerous mining and exploration companies, both big and small. All of these mining companies are seeking properties of merit and funds. We will have to compete against such companies to acquire the funds to develop our mineral claims.

~~See Item 8. Financial Statements and Supplementary Data~~Employees

~~Exhibits~~As of December 31, 2012, the Company has five employees.

Exhibit 3.1	Articles of Incorporation (1)
Exhibit 3.2	Bylaws (1)
Exhibit 3.3	Certificate of Amendment to Articles of Incorporation for Change of Company’s Name (2)
Exhibit 3.4	Certificate of Amendment to Articles of Incorporation for Increase in Authorized Common Shares (2)
Exhibit 3.5	Certificate of Amendment to Articles of Incorporation for Forty-to-One Forward Stock Split (2)
Exhibit 10.1	Asset Purchase Agreement between Spartan Gold Ltd. And Alabama Mineral Properties LLC (3)
Exhibit 10.2	Option and Mining Claim Acquisition Agreement between Spartan Gold Ltd. and Mexivada Mining Corporation (4)
Exhibit 10.3	Option and Mining Claim Acquisition Agreement between Spartan Gold Ltd. and Mexivada Mining Corporation (5)
Exhibit 10.4	Amendment to Option and Mining Claim Acquisition Agreement (Ziggurat) between Spartan Gold Ltd., Mexivada Mining Corporation, and Sphere Resources, Inc. (6)
Exhibit 10.5	Amendment to Option and Mining Claim Acquisition Agreement (Poker Flats) between Spartan Gold Ltd., Mexivada Mining Corporation, and Sphere Resources, Inc. (6)
Exhibit 10.6	Mining Lease and Agreement between Spartan Gold Ltd. And K & K Tomera Lands, LLC (6)
Exhibit 10.6	Agreement for Grant of NSR Production Royalty between Spartan Gold Ltd., Sphere Resources, Inc. and Mexivada Mining Corporation. (7)
Exhibit 10.7	Spartan Gold Ltd. 2012 Equity Incentive Plan (8)
Exhibit 10.8	Employment Agreement between Spartan Gold Ltd. and Malcolm Stevens (8)
Exhibit 10.9	Employment Agreement between Spartan Gold Ltd. and William H. Whitmore, Jr. (8)
Exhibit 10.10	Employment Agreement between Spartan Gold Ltd. and John S. Wittler (8)
Exhibit 10.11	Employment Agreement between Spartan Gold Ltd. and Mihailo Gavrilovic (8)
Exhibit 31.1	Rule 13a-14(a) Certification by the Principal Executive Officer (8)
Exhibit 31.2	Rule 13a-14(a) Certification by the Principal Financial Officer (8)
Exhibit 32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (8)
Exhibit 32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (8)

Exhibit 101.INS	XBRL Instance Document (8)
Exhibit 101.SCH	XBRL Schema Document (8)
Exhibit 101.CAL	XBRL Calculation Linkbase Document (8)
Exhibit 101.DEF	XBRL Definition Linkbase Document (8)
Exhibit 101.LAB	XBRL Label Linkbase Document (8)
Exhibit 101.PRE	XBRL Presentation Linkbase Document (8)

Patents and Trademarks

(1)	Incorporated by reference from Registrant’s Form S-1 filed with the Securities and Exchange Commission on March 4, 2008.
(2)	Incorporated by reference from Company’s Form 10-Q filed with the Securities and Exchange Commission on August 23, 2010.
(3)	Incorporated by reference from Company’s Form 10-Q filed with the Securities and Exchange Commission on November 22, 2010.
(4)	Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on December 28, 2010.
(5)	Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on December 28, 2010.
(6)	Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on April 11, 2011.
(7)	Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on January 10, 2012.
(8)	Filed herewith.

None.

46RISK FACTORS

~~SIGNATURES~~You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this offering that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

~~Pursuant~~There tois ~~the~~substantial ~~requirements~~doubt ~~of Section 13 or 15(d) of~~ about the ~~Securities~~Company’s ~~Exchange~~ability ~~Act of 1934, the registrant has duly caused this report~~ to becontinue ~~signed~~as ona ~~its~~going ~~behalf by the undersigned, thereunto duly authorized~~concern.

/s/ Malcolm Stevens		April 12, 2012
Malcolm Stevens, Principal Executive Officer		Date

Our auditor's report on our 2012 consolidated financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing concern. Because obtaining investment capital in not certain, or that our officers and directors may be unable or unwilling to loan or advance any additional capital to the Company, we may not have the funds necessary to continue our operations. See "December 31, 2012 Audited Financial Statements."

/s/ John S. Wittler		April 12, 2012
John S. Wittler, Principal Financial Officer		Date

We have a limited operating history and are still in the exploration stage.

~~Pursuant~~We tohave only entered the ~~requirements~~field of precious metals exploration and mining within the ~~Securities~~past ~~Exchange~~eighteen ~~Act~~months, ofmaking ~~1934~~it difficult to judge our prospects. As an exploration stage company, ~~this~~we ~~report~~face ~~has~~all ~~been~~the ~~signed~~risks ~~below~~inherent byin a new business, including the ~~following~~expenses, ~~persons~~difficulties, oncomplications ~~behalf~~and delays frequently encountered in connection with commencing new operations, including capital requirements and management’s potential underestimation of initial and ongoing costs. We face the ~~registrant~~risk ~~and~~that we may not be able to effectively implement our business plan. If we are not effective in addressing these risks, we may not develop a viable business or may not operate profitably. As a start-up company, we expect to incur significant operating losses for the ~~capacities~~near future, and onthere ~~the~~can ~~dates~~be ~~indicated~~no assurance that we will be able to generate significant revenues or that any revenues generated will be sufficient for us to become profitable or thereafter maintain profitability.

/s/ Malcolm Stevens		April 12, 2012
Malcolm Stevens, Director		Date
/s/ William H. Whitmore, Jr.		April 12, 2012
William H. Whitmore, Jr., Director		Date
/s/ Mihailo Gavrilovic		April 12, 2012
Mihailo Gavrilovic, Director		Date
/s/ John S. Wittler		April 12, 2012
John S. Wittler, Director		Date

If our strategy is unsuccessful, we will not be profitable and our stockholders could lose their investment.

There is no guarantee that our strategy for obtaining or developing our assets will be successful or that if successfully developed, will result in the Company becoming profitable. If our strategy is unsuccessful, we may fail to meet our objectives and not realize the revenues or profits from the business we pursue that may cause the value of the Company to decrease, thereby potentially causing our stockholders to lose their investment.

We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends.

We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.

It is more difficult for our shareholders to sell their shares because we are not, and may never be, eligible for NASDAQ or any national stock exchange.

We are not presently, nor is it likely that for the foreseeable future we will be, eligible for inclusion in NASDAQ or for listing on any United States national stock exchange. To be eligible to be included in NASDAQ, a company is required to have not less than $4,000,000 in net tangible assets, a public float with a market value of not less than $5,000,000, and a minimum bid price of $4.00 per share. At the present time, we are unable to state when, if ever, we will meet the NASDAQ application standards. Unless we are able to increase our net worth and market valuation substantially, either through the accumulation of surplus out of earned income or successful capital raising financing activities, we will never be able to meet the eligibility requirements of NASDAQ. As a result, it will more difficult for holders of our common stock to resell their shares to third parties or otherwise, which could have a material adverse effect on the liquidity and market price of our common stock.

Although the our Common Stock is currently traded on the OTC Bulletin Board, there is no assurance any public market for our Common Stock will continue. There is also no assurance as to the depth or liquidity of any such market or the prices at which holders may be able to sell the Shares. An investment in these Shares may be totally illiquid and investors may not be able to liquidate their investment readily or at all when they need or desire to sell.

We will need significant additional capital, which we may be unable to obtain.

The Company’s capital requirements in connection with its development activities and transition to commercial operations have been and will continue to be significant. The funds raised in future Offerings may not be sufficient to develop commercial operations, and we will require additional funds to continue acquisition, development and testing, and to commercialize our physical assets. There can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. Any future financing that may occur could be at a price that significantly dilutes the shareholders of the Company at that time.

Volatility of stock prices

In the event a public market continues for our Common Stock, market prices will be influenced by many factors, and will be subject to significant fluctuation in response to variations in operating results of the Company and other factors such as investor perceptions of the Company, supply and demand, interest rates, general economic conditions and those specific to the industry, developments with regard to the Company's activities, future financial condition and management.

We may not be able to effectively control and manage our growth, which would negatively impact our operations.

We may be unable to successfully execute any of our identified business opportunities or other business opportunities that we determine to pursue.

We currently have a limited operational infrastructure. In order to pursue business opportunities, we will need to build our infrastructure and operational capabilities. Our ability to do any of these successfully could be affected by any one or more of the following factors, among others, our ability to:

raise substantial additional capital to fund the implementation of our business plan;

execute our business strategy;

manage the expansion of our operations and any acquisitions we may make, which could result in increased costs, high employee turnover or damage to customer relationships;

attract and retain qualified personnel;

manage our third-party relationships effectively; and

Accurately predict and respond to the rapid technological changes in our industry and the evolving demands of the markets we serve.

The Company’s failure to adequately address any one or more of the above factors could have a significant impact on its ability to implement its business plan and its ability to pursue other opportunities that arise.

Competition

In the United States, there are numerous mining and exploration companies, both big and small. All of these mining companies are seeking properties of merit and funds. We will have to compete against such companies to acquire the funds to develop our mineral claims. The availability of funds for exploration is sometimes limited, and we may find it difficult to compete with larger and more well-known companies for capital. Even though we have the right to the minerals on our claims, there is no guarantee we will be able to raise sufficient funds in the future to maintain our mineral claims in good standing. Therefore, if the Company does not have sufficient funds for exploration, its claims might lapse and be staked by other mining interests. We might be forced to seek a joint venture partner to assist in the exploration of our mineral claims. In this case, there is the possibility that we might not be able to pay our proportionate share of the exploration costs and might be diluted to an insignificant carried interest. Even when a commercial viable ore body is discovered, there is no guarantee competition in refining the ore will not exist. Other companies may have long-term contracts with refining companies, thereby inhibiting our ability to process our ore and eventually market it. The exploration business is highly competitive and highly fragmented, dominated by both large and small mining companies. Success will largely depend on the Company’s ability to attract talent from the mining field and its ability to fund its operations. There is no assurance that our mineral expansion plans will be realized.

Limited liability of Directors and Officers.

The Company has adopted provisions to its Articles of Incorporation and Bylaws which limit the liability of its Officers and Directors, and provide for indemnification by the Company of its Officers and Directors to the full extent permitted by Nevada corporate law, which generally provides that its officers and directors shall have no personal liability to the Company or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit the shareholder's ability to hold officers and directors liable for breaches of fiduciary duty, and may require the Company to indemnify its officers and directors.

Our operations are subject to various government regulations.

The research, development, distribution, marketing and selling of our products is subject to regulation by governmental regulatory authorities. Failure to comply with regulatory requirements could subject the Company to regulatory or judicial enforcement actions, including, but not limited to, seizures, injunctions, civil penalties, criminal prosecution, refusals to approve new exploration and development and suspensions and withdrawals of existing approvals.

We must comply with various government and environmental regulations. We also must comply with assurances guarding endangered, threatened or candidate fish, wildlife, plants or habitat. Should we be unable to effectively comply with these regulations, the results of the Company’s operations could be adversely affected.

Government Regulations

We are committed to complying with, and, to our knowledge, are in compliance, with all governmental and environmental regulations. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which future legislation and regulation could cause additional expense, capital expenditures, restrictions, and delays in the exploration of our properties.

Our activities are not only subject to extensive federal, state, and local regulations controlling the mining of, and exploration for, mineral properties, but also the possible effects of such activities upon the environment. Future legislation and regulations could cause additional expense, capital expenditures, restrictions, and delays in the exploration of our properties, the extent of which cannot be predicted. Permits may also be required from a variety of regulatory authorities for many aspects of mine operation and reclamation. In the context of environmental permitting, including the approval of reclamation plans, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. We are not presently aware of any specific material environmental constraint affecting its properties that would preclude the economic development or operation of any specific property. It is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of our proposed exploration operations; costs associated with minimizing surface impact; water treatment and protection; reclamation activities, including rehabilitation of various sites; on-going efforts at alleviating the mining impact on wildlife; and permits or bonds as may be required to ensure the Company’s compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide not to proceed with exploration on any of its mineral properties. We are prepared to engage professionals, if necessary, to ensure regulatory compliance, but in the near term we expect the activities to require minimal regulatory oversight.

If the Company decides to operate internationally, there are risks which could adversely affect operating results.

Currently, we have no projects, projections or foreign interest involving international operations. However, the Company may in the future, given the opportunity, decide to pursue projects, business, or otherwise conduct operations internationally. Doing business in foreign countries does subject the Company to additional risks, any of which may adversely impact future operating results, including:

international political, economic and legal conditions;

our ability to comply with foreign regulations and/or laws affecting operations and projects;

difficulties in attracting and retaining staff and business partners to operate internationally;

language and cultural barriers;

seasonal reductions in business activities and operations in the countries where our international projects are located;

integration of foreign operations;

potential adverse tax consequences; and

potential foreign currency fluctuations.

Factors beyond the control of the Company.

Lack of diversification

Because of the limited financial resources that the Company has, we do not currently intend to diversify our operations. Our inability to diversify our activities into more than one area will subject the Company to economic fluctuations and therefore increase the risks associated with the Company’s operations.

If we borrow money using the Company’s assets as collateral, our shareholders could lose all of their investment, if the collateral was to be foreclosed.

Future changes in financial accounting standards and other applicable regulations by various governmental regulatory agencies may cause lower than expected operating results and affect our reported results of operations.

Changes in accounting standards and their application may have a significant effect on our reported results on a going forward basis and may also affect the recording and disclosure of previously reported transactions. New standards have occurred and will continue to occur in the future. For example, in December 2004, the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 “Compensation, Stock Compensation” (“Topic No. 718”) became effective which requires us to expense stock options at fair value effective January 1, 2006. Under Topic No. 718, the recognition of compensation expense for the fair value of stock options reduces our reported net income and net income per share subsequent to implementation; however, this accounting change will not have any impact on the cash flows of our business. Under the prior rules, expensing of the fair value of the stock options was not required. For the year ended December 31, 2012, 4,000,000 options were granted resulting in compensation expense of $80,000. Any future issuances of stock options will cause additional compensation expense to be recognized.

The Sarbanes-Oxley Act of 2002 and various new rules subsequently implemented by the Securities and Exchange Commission (“SEC”) and the NASDAQ National Market have imposed additional reporting and corporate governance practices on public companies.

In addition, if we do not adequately continue to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in the future, we may not be able to accurately report our financial results or prevent error or fraud, which may result in sanctions or investigation by regulatory authorities, such as the SEC. Any such action could harm our business, financial results or investors’ confidence in our company, and could cause our stock price to fall.

DESCRIPTION OF PROPERTY

The Company’s principal offices are located at 122 Fourth Avenue, Suite 103, Indialantic, FL 32903. This office space is used by the Company’s executive management team and is approximately 275 square feet. The office space is leased for approximately $1,000 per month on a month-to-month basis. The Company believes that the current facilities are suitable for its current needs.

FINANCIAL INFORMATION

You should read the following discussion of our results of operations and financial condition with the audited financial statements and related notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and that involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this report. Actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”

Results of Operations

Year ended December 31, 2012 compared to the year ended December 31, 2011 and For the Period July 8, 2010 (Inception of Exploration Stage) to December 31, 2012

Revenues

The Company had no revenue for the period from July 8, 2010 (inception of exploration stage) to December 31, 2012 as we are still in the exploration stage.

Operating and Other Expenses

Filing Compare · Spartan Gold Ltd.