UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

~~ACT~~For OFthe ~~1934~~Quarterly Period Ended July 31, 2013

For the Quarterly Period Ended January 31, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 000-54453

GRIZZLY GOLD CORP.

(Exact name of registrant as specified in its charter)

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

9120 Double Diamond Parkway, Suite 3889, Reno, Nevada, 89521

(Address of principal executive offices) (Zip Code)

(775) 888-1385

(Registrant's telephone number, including area code)

_____________________________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No ~~Yes~~[ ]

[ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 48,~~150~~250,000 shares of common stock, $0.0001 par value, issued and outstanding as of ~~March~~September 816, 2013.

TABLE OF CONTENTS

Page PART I -– Financial Information 3 Item 1. Financial Statements 3 Balance Sheets ~~January~~July 31, 2013 (unaudited), and April 30, ~~2012~~2013 3 Statements of Operations (unaudited) for the three ~~and nine~~ -month periods ended ~~January~~July 31, 2013 and 2012 and for the period from April 21, 2010 (inception) to ~~January~~July 31, 2013 4 Statements of Cash Flows (unaudited) for the ~~nine~~ three-month periods ended ~~January~~July 31, 2013 and 2012 and for the period from April 21, 2010 (inception) to ~~January~~July 31, 2013 5 Notes to the Financial Statements 76 Item 2. Management’s Discussion and Analysis ofor ~~Financial~~Plan ~~Condition and Results~~ of Operations 1310 Item 3. Quantitative and Qualitative Disclosures About Market Risk 1612 Item 4. Controls and Procedures 1713 PART II – Other Information 1713 Item 1. Legal Proceedings 1713 Item 1A. Risk Factors 1713 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1713 Item 3. Defaults Upon Senior Securities 1713 Item 4. Mine Safety Disclosures 1713 Item 5. Other Information 1713 Item 6. Exhibits 1714

PART I – Financial Information

Item 1. Financial Statements

GRIZZLY GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS

	(Unaudited) January 31,			April 30,
	July 31,			April 30,
	2013			~~2012~~2013
ASSETS
	(unaudited)			(restated)
Current Assets
ASSETS
Cash	$	136,895		$	142,287
Current assets
Prepaid expenses		3,434			3,545
Cash	$	9,044		$	69,052
Total Current Assets		140,329			145,832
Prepaid expenses		6,899			3,250
Reclamation deposit (note 5)		9,976			6,154
Total current assets		15,943			72,302
Total Assets	$	150,305		$	151,986
Other assets
Reclamation Deposit		9,976			9,976
Mineral property acquisition rights (restated)		60,000			40,000
Total other assets		69,976			49,976
Total Assets	$	85,919		$	122,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	5,277		$	15,974
Accounts payable	$	5,744		$	3,393
Total Current Liabilities		5,277			15,974
Accrued liabilities		–			9,500
Stockholders’ Equity
		5,744			12,893
Common Stock, Par Value $0.0001
STOCKHOLDERS' EQUITY
Authorized 300,000,000 shares,
Common Stock, par value $0.0001; 300,000,000 shares authorized; 48,150,000 issued and outstanding at July 31 and April 30, 2013		4,815			4,815
48,150,000 shares issued and outstanding at
Additional paid-in capital (restated)		745,973			728,275
January 31, 2013 (April 30, 2012 – 47,900,000)		4,815			4,790
Deficit accumulated during exploration stage (restated)		(670,613	)		(623,705	)
Paid-in capital		766,696			366,210
Total stockholder's equity		80,175			109,385
Deficit accumulated during the development stage		(626,483	)		(234,988	)
Total liabilities and stockholder's equity	$	85,919		$	122,278
Total Stockholders’ Equity		145,028			136,012
Total Liabilities and Stockholders’ Equity	$	150,305		$	151,986

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

GRIZZLY GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(~~Unaudited~~Expressed in US Dollars)

													Cumulative
							Inception
	For the Three Months						For the Nine Months						Since
	Three Months Ended July 31,						April 21, 2010
	Ended						Ended						April 21, 2010,
	2013			2012			to July 31, 2013
	January 31,						January 31,						(Inception) to
	(unaudited)			(restated)			(restated)
	2013			2012			2013			2012			January 31, 2013
Revenues	–			–			–
Revenues	$	-		$	-		$	-		$	-		$	-
Expenses
Cost of Revenues		-			-			-			-			-
Mineral property exploration expenditures		15,965			29,917			341,443
Gross Margin		-			-			-			-			-
General and administrative (restated)		30,943			12,839			329,170
Expenses
Impairment of mineral property acquisition rights (restated)					–			–
Mineral Property Exploration Expenditures		49,051			27,227			211,949			79,488			315,427
Net loss from Operations		(46,908	)		(42,756	)		(670,613	)
General and Administrative		39,151			30,586			159,546			71,007			271,056
Net Loss		(46,908	)		(42,756	)		(670,613	)
Total Expenses		88,202			57,813			371,495			150,495			586,483
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.00	)
Net Loss from Operations		(88,202	)		(57,813	)		(371,495	)		(150,495	)		(586,483	)
Weighted average number of shares outstanding		48,150,000			47,900,000
Other Income (Expense)
Interest		-			-			-			-			-
Net Other Income (Expense)		-			-			-			-			-
Write-down of Mineral Property Acquisition Payments		-			-			(20,000	)		(20,000	)		(40,000	)
Net Loss	$	(88,202	)	$	(57,813	)	$	(391,495	)	$	(170,495	)	$	(626,483	)
Basic and Diluted
Loss per Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted Average Shares
Outstanding		48,150,000			47,900,000			48,052,174			47,887,319

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

GRIZZLY GOLD CORP.

An Exploration Stage Company

STATEMENTS OF CASH FLOWS

(~~Unaudited~~Expressed in US Dollars)

							Cumulative
							Inception
							Since
	Three Months Ended July 31,						April 21, 2010
							April 21, 2010
	2013			2012			to July 31, 2013
	For the Nine Months Ended						(Inception) to
	(unaudited)			(restated)			(restated)
	January 31,			January 31,			January 31,
Cash flows from operating activities
	2013			2012			2013
Net loss for the period	$	(46,908	)	$	(42,756	)		(670,613	)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Net Loss	$	(391,495	)	$	(170,495	)	$	(626,483	)
Stock based compensation (restated)		17,698			–			129,788
Adjustments to Reconcile Net Loss to Net
Impairment of mineral property acquisition rights (restated)		–			–			–
Cash Used in Operating Activities
Change in Prepaid Expenses		(3,649	)		(3,656	)		(6,899	)
Compensation Expense of Stock Options		150,511			—			150,511
Change in Accounts Payable & Accrued Liabilities		(7,149	)		4,174			5,744
Write-down of Mineral Property Acquisition Costs		20,000			20,000			40,000
Net cash used in operating activities		(40,008	)		(42,238	)		(541,980	)
Change in Operating Assets and Liabilities
Cash flows from investing activities		–
(Increase) Decrease in Prepaid Expenses		111			(4,280)			(3,434	)
Payments on mineral property acquisition rights		(20,000	)		(20,000	)		(60,000	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		(10,697	)		(850	)		5,277
Payments for reclamation deposit		–			(3,822	)		(9,976	)
Net Cash Used in Operating Activities		(231,570	)		(155,625	)		(434,129	)
Net cash used in investing activities		(20,000	)		(23,822	)		(69,976	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash flows from financing activities
Mineral Property Acquisition Costs		(20,000	)		(20,000)			(40,000	)
Proceeds from Sale of Common Stock		–			–			621,000
Reclamation Deposit		(3,822)			(6,154)			(9,976)
Net cash provided by financing activities		–			–			621,000
Net Cash Used in Investing Activities		(23,822	)		(26,154)			(49,976	)
Increase (decrease) in cash		(60,008	)		(66,060	)		9,044
CASH FLOWS FROM FINANCING ACTIVITIES
Cash, beginning of period		69,052			142,287			–
Proceeds from Sale of Common Stock		250,000			350,000			621,000
Cash, end of period	$	9,044		$	76,227			9,044
Net Cash Provided by Financing Activities		250,000			350,000			621,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Net (Decrease) Increase in
Cash paid during the year for:
Cash and Cash Equivalents		(5,392	)		168,221			136,895
Interest	$	–		$	–		$	–
Cash and Cash Equivalents
Income taxes	$	–		$	–		$	–
at Beginning of Period		142,287			624			—
Cash and Cash Equivalents
at End of Period	$	136,895		$	168,845		$	136,895

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

GRIZZLY GOLD CORP.

An Exploration Stage Company

STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

					Cumulative
					Since
	For the Nine Months Ended				April 21, 2010
	January 31,		January 31,		(Inception) to
	2013		2012		January 31, 2013
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	—	$	—	$	—
Income taxes	$	—	$	—	$	—

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

GRIZZLY GOLD CORP.

An Exploration Stage Company

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Organization and Basis of Presentation

Grizzly Gold Corp. (an exploration stage company) (the "Company") was incorporated in the State of Florida on April 21, 2010 under the name BCS Solutions, Inc. On ~~October~~In 8,July 2011 ~~our~~we ~~Board~~changed ~~of Directors, and on October 5, 2011~~ our ~~shareholders, approved the change of our~~ name ~~from BCS Solutions, Inc.~~ to Grizzly Gold Corp. ~~Also~~ onand ~~October~~we 5,re-incorporated ~~2011,~~in the ~~shareholders~~State ~~approved a proposal to change the Company's state~~ of ~~incorporation from Florida to~~ Nevada ~~by the merger of BCS Solutions, Inc~~. ~~with, and into, its wholly-owned subsidiary, Grizzly Gold Corp., a Nevada corporation. The change of name and jurisdiction became effective on August 1, 2011.~~

~~The~~We ~~accompanying~~are ~~financial~~currently ~~statements~~an ~~have~~exploration ~~been~~stage ~~prepared~~company as indefined ~~U.S.~~by ~~dollars~~the ~~and~~United inStates ~~accordance~~Generally ~~with~~Accepted ~~accounting~~Accounting ~~principles~~Principles ~~generally~~(“US ~~accepted~~GAAP”) engaged in the ~~United~~business ~~States~~of onexploring and if warranted, advancing certain unpatented Nevada mineral claims to a ~~going~~point ~~concern~~where ~~basis~~we believe maximum shareholder returns can be realized. We currently have one property under option which is located in Humboldt County, Nevada. We currently do not have any proven and probable reserves nor have we generated any revenues since our inception.

~~Interim~~The ~~Reporting~~accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended July 31, 2013, are not necessarily indicative of the results that may be expected for the year ending April 30, 2014. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2013, along with the applicable restatement discussion contained in Note 7 below.

~~The~~NOTE ~~unaudited~~2 ~~financial~~– ~~information~~GOING furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of Grizzly Gold Corp. and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended April 30, 2012. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended April 30, 2012 has been omitted. The results of operations for the three and nine month periods ended January 31, 2013 are not necessary indicative of results for the entire year ending April 30, 2013.CONCERN

~~Nature~~The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of ~~Operations~~assets and the satisfaction of liabilities and commitments in the normal course of business. We have incurred a net loss of $670,613 for the period from April 21, 2010 (inception) to July 31, 2013, and have not generated any revenue since inception. Our future is dependent upon our ability to obtain future financing and upon future profitable operations from the development of our mineral property. We expect we will need approximately $530,000 to fund our operations during the next twelve months which will include property option payments, exploration and drilling, and general and administrative costs.

~~The~~In ~~Company~~order isto incontinue ~~the~~to ~~exploration~~develop ~~stage~~our ~~and~~property ~~has~~we nowill ~~products~~need orto ~~services~~obtain additional ~~as of January 31, 2013~~financing. We ~~are~~Management ~~currently~~may anin ~~exploration~~the ~~stage~~future ~~company~~seek asadditional ~~defined~~capital bythrough ~~the~~private ~~U.S.~~placements ~~Securities~~ and ~~Exchange~~public ~~Commission~~offerings ~~(“SEC”)~~of common ~~and~~stock, wealthough there are inno ~~the~~assurances ~~business~~these ofplans ~~exploring~~will ~~and~~be ifrealized. ~~warranted,~~If ~~advancing~~we ~~certain~~are ~~unpatented~~unable ~~Nevada~~to ~~mineral~~continue ~~claims~~as to a ~~point~~“going ~~where~~concern”, then wesubstantial ~~believe~~adjustments ~~maximum~~would ~~shareholder~~be ~~returns~~necessary ~~can~~to bethe ~~realized.~~carrying Wevalues ~~currently~~of ~~have~~assets, ~~one~~the ~~property~~reported ~~under~~amounts ~~option~~of ~~which~~its isliabilities, ~~located~~the reported inexpenses, ~~Humboldt~~and ~~County,~~the ~~Nevada~~balance sheet classifications used.

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $626,483 for the period from April 21, 2010 (inception) to January 31, 2013, and has no sales. The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property. The Company expects that it will need approximately $245,000 to fund all of its planned operations during the next twelve months which will include property option payments, exploration of its property as well as the costs associated with maintaining an office. The Company completed a financing on May 1, 2011 for total proceeds of $350,000 and another financing on October 15, 2012 for total proceeds of $250,000. However, the cash received from these financings is not sufficient to fund all of the Company’s planned operations for the next twelve months. In order to continue to explore its property the Company will need to obtain additional financing. Management may in the future seek additional capital through private placements and public offerings of its common stock, although there are no assurances that management’s plans will be realized. . If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with ~~generally~~US ~~accepted~~GAAP ~~accounting principles~~ requires ~~the Company’s~~ management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to the impairment of long-lived assets and accrued liabilities. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, we ~~the~~consider ~~Company considers~~ all highly liquid ~~debt~~ instruments purchased with a maturity of three months or less to be cash equivalents. toAs ~~the~~of ~~extent~~July 31, ~~the~~2013 ~~funds~~we ~~are~~did not ~~being~~hold ~~held~~any ~~for~~cash ~~investment purposes~~equivalents.

Foreign Currency

The Company’s functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may take place will be included in the statement of operations as they occur.

Concentration of Credit Risk

~~The~~We ~~Company~~maintain ~~has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains~~ all of our ~~its~~ cash ~~balances~~ with one financial institution in the form of a demand deposit.

Loss per Share

Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of January 31, 2013 the Company has granted 900,000 stock options. The effects of the Company’s common stock equivalents are anti-dilutive for January 31, 2013 and are thus not presented

Comprehensive Income

The Company has adopted ASC 220 (formerly SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of January 31, 2013.

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the year ended April 30, 2012 or for the year ended April 30, 2011. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended April 30, 2012 and 2011, there were no income taxes, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2010 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.

Stock Options

The Company has implemented Accounting Standards Codification ("ASC") Section 718-10-25 (formerly Statement of Financial Accounting Standards ("SFAS") 123R, Accounting for Stock-Based Compensation) requiring the Company to provide compensation costs for the Company's stock options determined in accordance with the fair value based method prescribed in ASC Section 718-20-25. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Property Holding Costs

Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.

Exploration and Development Costs

Mineral property interests include optioned, leased, and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. ~~The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties.~~ Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company periodically evaluates, at least ~~quarterly~~annually, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Fair Value of Financial Instruments

The book values of cash, prepaid expenses, reclamation deposits, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

• Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and • Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

NOTE 4 – MINERAL EXPLORATION PROPERTY

~~LB/Vixen~~Fox ~~Property~~Spring ~~Acquisition~~Project

On May 1, 2011, ~~the~~we ~~Company~~ executed a property option agreement (the “Agreement”) with Nevada Mine Properties II, Inc. (“~~NMP~~NMPII”) granting ~~the~~us ~~Company~~ the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by ~~NMP~~NMPII, a natural resource exploration company. The property known as the Fox Spring Project (formerly known as the LB/Vixen Property) is located in Humboldt County, Nevada and currently consists of 82130 unpatented claims (the ‘Property”). ~~Annual~~ The remaining annual option payments and minimum annual exploration expenditures under Agreement are as noted below:

		Property			Work	~~Work~~
		Payments			Expenditures	~~Expenditures~~
Upon Execution of the Agreement		$	20,000			$	-
By November 15, 2013	$	20,000		$	-
By May 1, 2012			20,000				200,000
By May 1, 2014		65,000			200,000
By May 1, 2013			60,000				200,000
By May 1, 2015		60,000			250,000
By May 1, 2014			45,000				200,000
By May 1, 2016		70,000			250,000
By May 1, 2015			60,000				250,000
By May 1, 2017		80,000			300,000
By May 1, 2016			70,000				250,000
By May 1, 2018		90,000			300,000
By May 1, 2017			80,000				300,000
By May 1, 2019		100,000			350,000
By May 1, 2018			90,000				300,000
By May 1, 2020		100,000			400,000
By May 1, 2019			100,000				350,000
By May 1, 2021		250,000			750,000
By May 1, 2020			100,000				400,000
	$	835,000		$	2,800,000
By May 1, 2021			250,000				750,000
		$	895,000			$	3,200,000

~~Upon execution of the Agreement, we paid NMP $20,000 and reimbursed them $~~7,065 in claim fees and property holding costs. In addition, on May 1, 2012 we made an option payment of $20,000. As a result of the LB/Vixen property not containing any known resources or reserves, the Company has written down its aggregate property option payments of $40,000 in the statements of operations and comprehensive loss at January 31, 2013.

~~Since~~In ~~the~~addition ~~Company’s payment obligations are non-refundable, if it does not make any payments under the Agreement it will lose any payments made and all its rights~~ to the ~~Property.~~above Ifpayment ~~all said payments under the Agreement are made~~requirements, ~~then~~NMPII the Company will acquire all mining interests in the Property. If the Company fails to make any payment when due the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. NMP retained a 3% royalty of the aggregate proceeds received by ~~the~~us ~~Company~~ from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

~~The~~We ~~Company shall~~ have ~~the~~a one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to two thirds (66.7%) of ~~NMP~~NMPII’s royalty (i.e. an amount equal to 2% of the royalty) for $3,000,000.

~~Both~~During the ~~Company~~three ~~and~~months ~~NMP~~ended ~~have~~July ~~the right to assign~~31, ~~sell,~~2013 we ~~mortgage~~paid orNMPII ~~pledge their rights in each respective Agreement or on each respective Property. In addition~~$20,000 ~~any mineral interests staked, located, granted or acquired by either the Company or NMP which are located within a 1 mile radius of the Property will be included~~ in ~~the~~accordance ~~option granted to the Company. The Agreement will terminate if the Company fails to comply~~ with ~~any of its obligations in~~ the ~~Agreement~~terms ~~and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means~~ of ~~dispute~~our ~~resolution~~acquisition asagreement ~~such~~associated ~~matter~~with ~~has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under~~ the ~~rules~~Fox ofSpring ~~the Arbitration Act of Nevada~~Project. ~~The Company also has the right to terminate the Agreement by giving notice to NMP.~~

NOTE 5 – RECLAMATION DEPOSIT

~~The~~We ~~Company~~have ~~has~~ paid a $9,976 reclamation deposit to the Bureau of Land Management (“BLM”) on ~~its~~the ~~LB/Vixen~~Fox ~~property~~Spring Project. The reclamation deposit is refundable upon completion of the required remediation of the property at the completion of ~~the~~our ~~Company’s~~ planned drill program.

NOTE 6 – ~~SHARE~~STOCKHOLDERS’ ~~CAPITAL~~EQUITY

~~Common~~As ~~Share~~of ~~Transactions~~July 31, 2013, the Company had 48,150,000 shares of common stock. For details associated with our common stock issuances prior to the three months ended July 31, 2013 please refer to our Form 10-K for the fiscal year ended April 30, 2013 and the applicable restatement thereto contained in Note 7 below.

OnDuring ~~October 15, 2012~~ the ~~Company~~three ~~closed~~months aended ~~private~~July ~~placement of 250~~31,~~000~~ ~~common~~2013 ~~shares~~we atdid ~~$1.00~~not ~~per~~issue ~~share~~any ~~for~~shares ~~a total offering price~~ of ~~$250,000. The~~our common ~~shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended~~stock. ~~The private placement was fully subscribed to by five non-U.S. persons.~~

2012 Stock ~~Options~~Option Plan

OnDuring ~~August 20, 2012~~ the ~~Company~~three ~~adopted~~months ~~its~~ended ~~2012~~July ~~Stock~~31, 2013 ~~Option~~we ~~Plan~~did ~~(“the~~not ~~2012~~issue ~~Plan”). The~~any ~~2012~~additional ~~Plan provides for the granting of up to 5,000,000 stock~~ options tounder ~~key employees, directors and consultants, of common shares of~~ the ~~Company~~Plan. ~~Under~~ ~~the~~We ~~2012~~recognized ~~Plan~~$17,698 ~~the granting~~ of stock ~~options,~~based ~~exercise~~compensation ~~prices~~for ~~and~~previously issued ~~terms~~options ~~are~~that ~~determined~~vested byduring the ~~Company's~~three ~~Board~~months ofended ~~Directors~~July ~~(the~~31, ~~“Board”). Options~~2013 ~~granted~~and ~~are~~no ~~not~~options towere ~~exceed terms beyond five years~~forfeited.

InNOTE ~~order~~7 to– exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.RESTATEMENT

~~Subject~~During to the ~~foregoing~~three ~~the~~months ~~Board~~ended ~~has~~July ~~broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Board may at any time discontinue granting options under the Plan or otherwise suspend~~31, ~~amend~~2013 orour ~~terminate~~management ~~the Plan and may,~~ along with ~~the~~our ~~consent~~Board of ~~an optionee~~Directors, ~~make~~determined ~~such~~that ~~modification~~our ofpreviously ~~the~~issued ~~terms~~financial ~~and~~statements ~~conditions~~from ofinception ~~such~~to ~~optionee’s~~April ~~option~~30, as2013 ~~the~~contained certain ~~Board shall deem advisable~~errors.

~~During~~In prior periods, the ~~nine~~Company ~~months~~capitalized, ~~ended~~as ~~January~~property 31acquisition costs, ~~2013,~~the required property option payments for the ~~Company~~Fox ~~granted~~Spring ~~900~~Project and correspondingly recognized an immediate impairment expense associated with these payments. Upon further review,~~000~~ ~~stock~~our ~~options~~management todetermined ~~various~~there ~~consultants~~were atno ansupportable ~~exercise~~indicators ~~price~~for impairment through the date of ~~$0.96~~this ~~per~~report ~~share.~~as ~~The~~the Company ~~has~~is ~~used~~continuing to aggressively explore the ~~Black-Scholes~~Fox ~~model~~Spring toProject ~~determine~~since initial surveys conducted on the ~~fair~~Property ~~value~~indicate ofmineral ~~these~~deposits may exist (although not assured). In addition, the land and mineral owners were granted unvested and forfeitable stock options ~~using~~as part of the ~~following~~2012 ~~grant~~Stock ~~date~~Option ~~assumptions:~~Plan that should not have been recognized until the completion of the performance commitment (vesting date).

Risk Free Rate	0.15%
Weighted Average Expected Life	3.6 years
Expected Volatility of Stock (Based on Historical Volatility)	110%
Expected Dividend yield of Stock	0.00

The Company also discovered certain errors related to the valuation and recognition of stock based compensation. The Company previously re-valued unvested options granted to employees subsequent to the initial grant date. The Company has included the restatements associated with recognizing stock based compensation based on the grant date fair value over the requisite service period.

The vesting period for some of these options is up to four years. As a result, the unvested portions of the options have been revalued resulting in the recognition of a $150,511 in expense for the nine months ended January 31, 2013 with $38,567 being recognized as mineral property exploration expenditures and $111,944 bring recognized as general and administrative.8

The following ~~table~~tables ~~sets~~show ~~forth~~ the ~~options~~impacts ~~outstanding~~of ~~under~~restating ~~the~~our ~~2012~~previously issued ~~Plan~~financial asstatements ofby ~~January 31, 2013:~~period.

		Available For Grant			Options Outstanding		Weighted Average Exercise Price $
BALANCE SHEET	April 30, 2013 asRestated	April 30, 2013 asPreviously Reported	Change
Balance, April 30, 2012			-			-		-
ASSETS:
Approval of 2012 Plan			5,000,000			-		-
Mineral property acquisition rights	$40,000	$ -	$40,000
Options granted			(900,000	)		900,000		0.96
STOCKHOLDERS’ EQUITY:
Balance, January 31, 2013			4,100,000			900,000		0.96
Additional Paid in Capital	$728,275	$709,416	$18,859
Deficit accumulated during exploration stage	$(623,705)	$(644,846)	$21,141

STATEMENT OF OPERATIONS:	Inception to April 30, 2013 Restated	Inception to April 30, 2013 As Previously Reported	Change
EXPENSES:
General and administrative	$288,242	$269,383	$18,859
Impairment of mineral property acquisition payments	$ -	$40,000	$(40,000)
Net Loss	$623,705	$644,846	$(21,141)

The following table summarizes information concerning outstanding and exercisable common stock options under the 2012 Plan at January 31, 2013:

STATEMENT OF OPERATIONS:	Three Months Ended July 31, 2012 Restated	Three Months Ended July 31, 2012 As Previously Reported	Change
EXPENSES:
Impairment of mineral property acquisition payments	$ -	$20,000	$(20,000)
Net Loss	$ 42,756	$62,756	$(20,000)

Exercise Price	Options Outstanding	Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number of Options Currently Exercisable	Weighted Average Exercise Price
$ 0.96	900,000	4.67	$ 0.96	100,000	$ 0.96
	900,000			100,000

NOTE 8 – RELATED PARTY TRANSACTIONS

~~The~~During ~~aggregate~~the ~~intrinsic~~quarters ~~value~~ended ofJuly ~~stock options outstanding at January~~ 31, 2013 ~~was $0~~ and 2012 the ~~aggregate~~Company ~~intrinsic~~paid ~~value~~a ofgeological ~~stock~~consulting ~~options~~firm ~~exercisable~~controlled atby ~~January~~our ~~31,~~President ~~2013~~and ~~was~~CEO ~~also~~ $~~0. No stock options were exercised during the nine months ended January 31~~15,965 ~~2013. As~~and ~~of January 31~~$6,000, ~~2013 there was $374~~respectively,~~689~~ inrelated to ~~unrecognized~~the ~~compensation~~on-going ~~expense~~exploration ~~that~~activities ~~will~~associated bewith ~~recognized~~our ~~over~~Fox ~~the~~Spring ~~next 3~~Project.~~25 years.~~

~~A summary of status of the Company’s unvested stock options as of January 31, 2013 under the 2012 Plan is presented below:~~9

	Number of Options			Weighted Average Exercise Price $		Weighted Average Grant Date Fair Value $
Unvested at April 30, 2012		-			-		-
Granted		900,000			0.96		0.67
Vested		(100,000	)		0.96		0.70
Unvested at January 31, 2013		800,000			0.96		0.67

Item 2. Management’s Discussion and Analysis or Plan of Operations.

~~NOTE~~The 7following –discussion ~~RELATED~~should ~~PARTY~~be ~~TRANSACTIONS~~read in conjunction with the financial statements of Grizzly Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended April 30, 2013 filed by the Company with the Securities and Exchange Commission.

~~Commencing~~All ~~April~~forward-looking 5,statements ~~2011~~speak ~~and~~only ~~August~~as 3,of ~~2013 respectively~~ the ~~Company~~date ~~began paying two of its directors $500 per month to serve~~ on ~~its~~which they ~~Board~~are ~~of Directors~~made. In ~~addition,~~The ~~commencing December 1, 2011, the~~ Company ~~began~~undertakes ~~paying~~no ~~its~~obligation ~~President~~to ~~and~~update ~~CEO~~such ~~$500~~statements ~~per month~~ to ~~serve~~reflect onevents ~~its~~that ~~Board~~occur ofor ~~Directors. The~~circumstances ~~payments~~that exist ~~are~~after ~~made quarterly in advance. The total amount paid to~~ the ~~Directors~~date ~~for~~on ~~the~~which ~~nine~~they ~~months~~are ~~ended January 31, 2013 was $12,000~~made.

The Company also has a consulting agreement with its principal executive officer to provide a variety of services including planning and conducting its exploration programs, assisting with the identification and assessment of properties for potential acquisition or option by the Company, and for geological and administrative services provided to the Company. The Company paid $27,400 for fees under this agreement for the nine months ended January 31, 2013.General

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

~~Item~~Though ~~2. Management’s~~we ~~Discussion~~have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and ~~Analysis~~time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. We therefore anticipate optioning or ~~Plan~~selling any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ~~Operations~~ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe that optioning or selling a deposit found by us to these major mining companies would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations. As of the date of this report we have not entered into operational agreements with major mining companies.

The ~~following~~search ~~discussion~~for ~~should~~valuable natural beresources ~~read~~as ina ~~conjunction~~business ~~with~~is ~~the~~extremely ~~financial statements of Grizzly Gold Corp~~risky. ~~(the~~We ~~“Company”),~~can ~~which~~provide ~~are~~investors ~~included~~with ~~elsewhere~~no inassurance ~~this~~that ~~Form~~the ~~10-Q. Certain~~property ~~statements~~we ~~contained~~have in ~~this~~Nevada contains ~~report,~~commercially ~~including~~exploitable ~~statements~~reserves. ~~regarding~~Exploration ~~the~~for ~~anticipated~~natural ~~development~~reserves ~~and~~is ~~expansion~~a ofspeculative ~~the~~venture ~~Company's~~involving ~~business,~~substantial ~~the~~risk. Few ~~intent,~~properties belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are ~~not~~explored ~~historical facts,~~ are ~~"forward-looking"~~ultimately ~~statements. Future~~developed ~~filings~~into ~~with~~producing ~~the~~commercially ~~Securities~~feasible ~~and~~reserves. ~~Exchange~~Problems ~~Commission,~~such ~~future~~as ~~press releases and future oral~~ unusual or ~~written~~unexpected ~~statements~~geological ~~made~~formations byand orother ~~with~~conditions ~~the approval of the Company, which~~ are ~~not~~involved ~~statements~~in ofmineral ~~historical~~exploration ~~fact, may contain forward-looking statements. Because such statements include risks~~ and ~~uncertainties,~~often ~~actual~~result ~~results~~in ~~may~~unsuccessful exploration ~~differ~~efforts. ~~materially~~In ~~from those expressed or implied by~~ such ~~forward-looking statements. For~~ a ~~more detailed listing of some of the risks and uncertainties facing the Company~~case, ~~please~~we ~~see~~would ~~the~~be ~~Form~~unable ~~10-K~~to ~~for~~complete ~~the~~our ~~year~~business ~~ended~~plan ~~April~~and ~~30,~~any ~~2012~~money ~~filed~~spent byon ~~the~~exploration ~~Company~~would be ~~with the Securities and Exchange Commission~~lost.

~~All~~Natural ~~forward-looking~~resource ~~statements~~exploration ~~speak~~and ~~only~~development asrequires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties or the ~~date~~staking of lode claims on ~~which~~prospective ~~they~~open ~~are~~ground. ~~made~~To date we have one property under option. The ~~Company~~property ~~undertakes~~has nobeen ~~obligation~~named tothe ~~update~~Fox ~~such~~Spring Project. ~~statements~~We tohave ~~reflect~~conducted ~~events~~significant exploration on the property through an exploration program that ~~occur~~included mapping, sampling, surveying and a first phase of drilling on the property in 2012. An IP survey was conducted on the property in the spring of 2013 and we intend to begin phase II of our drilling program in October or ~~circumstances~~November ~~that~~of 2013. Results of exploration efforts thus far indicate a mineral deposit may exist ~~after~~on the ~~date~~property. However, there is no assurance that a commercially viable mineral deposit exists on ~~which~~our ~~they~~property ~~are~~at ~~made~~the present stage of exploration. Further exploration will be required before a final evaluation as to the economic feasibility can be determined.

~~General~~10

WeIn ~~are~~the ~~a natural resource exploration company with an objective of acquiring~~following discussion, ~~exploring,~~there ~~and~~are ifreferences ~~warranted~~to ~~and~~“unpatented” ~~feasible,~~mining ~~exploiting natural resource properties~~claims. ~~Our~~An ~~primary~~unpatented ~~focus~~mining inclaim ~~the~~on ~~natural~~U.S. ~~resource~~government ~~sector~~lands establishes isa ~~gold.~~claim Weto dothe ~~not~~locatable ~~consider~~minerals ~~ourselves~~(also areferred ~~“blank~~to ~~check”~~as ~~company~~stakeable ~~required~~minerals) toon ~~comply~~the ~~with~~land ~~Rule~~and ~~419~~the right of ~~the~~possession solely ~~Securities~~for ~~and~~mining ~~Exchange~~purposes. ~~Commission,~~No ~~because~~title weto ~~were~~the ~~not~~land ~~organized~~passes ~~for~~to the ~~purpose~~claimant. ofIf ~~effecting,~~a ~~and~~proven ~~our~~economic ~~business~~mineral ~~plan~~deposit is ~~not to effect~~developed, aprovisions of ~~merger~~federal ~~with~~mining orlaws ~~acquisition~~permit owners of anunpatented ~~unidentified~~mining ~~company~~claims orto ~~companies,~~patent or(to ~~other~~obtain ~~entity~~title orto) ~~person~~the claim. WeIf doyou ~~not~~purchase ~~intend~~an unpatented tomining ~~merge~~claim ~~with~~that oris ~~acquire~~later ~~another~~declared ~~company~~invalid inby the ~~next~~U.S. 12government, ~~months~~you could be evicted.

~~Though~~Plan ~~we have the expertise on our board~~ of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe that optioning or selling a deposit found by us to these major mining companies, would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations.Operation

~~The~~We ~~search~~continue ~~for~~to ~~valuable~~run ~~natural~~our ~~resources~~operations ~~as a business is extremely risky. We can provide investors~~ with ~~no assurance that~~ the use ~~property~~of wecontract ~~have~~operators, inand ~~Nevada~~as ~~contains~~such ~~commercially~~do ~~exploitable~~not ~~reserves. Exploration~~anticipate ~~for natural reserves is~~ a ~~speculative~~change ~~venture~~to ~~involving~~our ~~substantial~~company ~~risk.~~staffing ~~Few~~levels ~~properties~~which ~~that~~currently ~~are~~consists ~~explored~~of ~~are~~our sole ~~ultimately~~executive ~~developed into producing commercially feasible reserves~~officer. ~~Problems~~We ~~such~~believe asoutsourcing ~~unusual~~of ornecessary ~~unexpected~~operations ~~geological~~continues ~~formations~~to ~~and~~be ~~other~~the ~~conditions~~most ~~are~~cost ~~involved~~effective ~~in mineral exploration~~ and ~~often~~efficient ~~result~~manner of inconducting ~~unsuccessful~~the ~~exploration efforts. In such a case, we would be unable to complete our~~ business ~~plan~~of ~~and~~the ~~any money spent on exploration would be lost~~Company.

~~Natural~~The ~~resource~~following ~~exploration~~is ~~and~~an ~~development~~overview ~~requires~~of ~~significant~~the ~~capital~~project work ~~and~~to ~~our assets and resources are limited. Therefore~~date, weas ~~anticipate~~well ~~participating~~as inanticipated ~~the~~work ~~natural~~for ~~resource industry through~~ the ~~purchase~~next ortwelve ~~option~~months. ofSpecific ~~early~~dates ~~stage~~when ~~properties. To~~work ~~date~~will webegin, ~~have~~and ~~one~~how ~~property~~long ~~under~~it ~~option.~~will take Weto ~~have~~complete ~~not~~each ~~yet~~step ~~conducted~~is ~~any~~subject ~~significant~~to ~~exploration~~change ondue to the ~~property~~variables ~~but~~of weweather, ~~have~~availability ~~initiated~~of anwork ~~exploration~~crews ~~program~~for ~~that~~a ~~will~~particular ~~include~~type of ~~mapping~~work, ~~sampling, surveying~~ and ~~drilling on~~ the ~~property.~~results ~~There~~of ~~has~~work ~~been no indication as yet~~ that ~~any~~is ~~mineral~~planned, ~~deposits exist on~~ the ~~property,~~outcome ~~and~~of ~~there~~which iswill nodetermine ~~assurance~~what ~~that~~the anext ~~commercially~~step ~~viable mineral deposit exists~~ on ~~our~~that ~~property.~~project ~~Further exploration~~ will be ~~required before a final evaluation as to the economic feasibility can be determined~~.

13Fox Spring Project

InThe ~~the~~Company’s ~~following~~Board ~~discussion,~~of ~~there~~Directors ~~are~~has approved ~~references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes~~ a ~~claim~~budget tofor the ~~locatable~~Property ~~minerals~~for ~~(also~~total ~~referred~~expenditures ~~to as stakeable minerals) on the land and the right~~ of ~~possession~~$375,000 ~~solely~~ for ~~mining purposes. No title to~~ the ~~land~~next ~~passes~~twelve ~~to the claimant~~months. IfThe abudget ~~proven~~includes ~~economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to)~~ the ~~claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.~~following items:

Plan of Operation

	Amount ($)

Annual claim fees – 2013		10,000
Exploration, drill program, and analysis		280,000
Option payment – to May 2014		85,000
		375,000

WeThe ~~continue~~budget tofor ~~run our operations with~~ the ~~use~~next oftwelve ~~contract~~months ~~operators,~~will include ~~and~~undertaking ~~as such do not anticipate~~ a ~~change~~second tophase ~~our~~drill ~~company~~program ~~staffing~~and ~~levels.~~prospecting Wethe ~~remain~~immediate ~~focused~~area onnear ~~keeping~~ the ~~staff~~Fox ~~compliment,~~Spring ~~which~~Project ~~currently~~to ~~consists~~identify additional areas of ~~our~~possible ~~sole executive officer, at a minimum to conserve capital~~mineralization. WeThe ~~believe~~primary ~~outsourcing~~objective of ~~necessary~~the ~~operations~~next ~~continues~~twelve months is to becomplete the ~~most~~second ~~cost~~phase ~~effective~~drill ~~and~~program on ~~efficient manner of conducting~~ the ~~business~~Fox ofSpring ~~the Company~~Project.

The ~~following~~planned iswork anwill ~~overview~~be ofoverseen by the ~~project~~Company’s President ~~work~~who tohas ~~date,~~visited asthe ~~well~~Property asseveral ~~anticipated~~times, ~~work~~and ~~for~~will ~~the~~be ~~next~~undertaken ~~twelve~~largely ~~months~~by contractors. ~~Specific~~The ~~dates~~Company ~~when~~does ~~work~~not ~~will~~currently have ~~begin,~~any ~~and~~contracts ~~how~~or ~~long~~arrangements itin ~~will~~place ~~take~~with toany ~~complete~~third ~~each~~parties ~~step~~for isthe ~~subject~~planned towork. ~~change~~In ~~due~~2012 to the ~~variables~~Company ofconducted ~~weather,~~significant exploration ~~availability~~on ofthe ~~work~~property ~~crews~~through ~~for~~an aexploration ~~particular~~program ~~type~~that ofincluded ~~work~~mapping, sampling, surveying and ~~the~~a ~~results~~first phase of ~~work~~drilling on ~~that~~the isproperty. ~~planned,~~An IP survey was conducted on the ~~outcome~~property in the spring of ~~which~~2013. ~~will~~Exploration ~~determine~~work ~~what~~completed thus far helped fine-tune the ~~next~~second ~~step~~phase drill targeting process on ~~that~~the ~~project~~Fox ~~will~~Spring beProject.

~~LB/Vixen~~The ~~Property~~Company has received approval of its initial work plan from the Bureau of Land Management (“BLM”). The Company is currently seeking proposals from contract drillers and currently expects to begin Phase II drilling in October or November 2013.

~~The~~Results ~~Company’s Board~~ of ~~Directors has approved a budget for the Property for total expenditures of $338,000. The budget includes the following items:~~Operations

	Amount ($)
Annual claim fees – 2012		10,000
Exploration, drill program, and analysis		308,000
Option payment – May 2012		20,000
		338,000

We have not recognized any revenues from our inception on April 21, 2010 through July 31, 2013. We do not anticipate recognizing revenues until such time as we have entered into commercial production of our mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

The budget includes soil sampling, mapping, in-fill geology and geochemistry, and undertaking a drill program. The drill program portion of the budget has been completed. The primary objective of the next twelve months is to complete a geophysical survey to conform the drill targets for the next drill program on the LB/Vixen Property.11

~~The~~For ~~planned~~the ~~work~~quarter ~~will~~ended beJuly ~~overseen~~31, by2013 ~~the~~we ~~Company’s~~had ~~President~~a ~~who~~net ~~has~~loss ~~visited~~of $46,908 compared to $42,756 for the ~~LB/Vixen~~comparable ~~Property~~period ~~several~~ended ~~times~~July 31, ~~and~~2012. ~~will~~Our begeneral ~~undertaken~~and ~~largely~~administrative costs increased by ~~contractors. The~~$18,104 ~~Company~~primarily associated ~~does~~with ~~not~~stock ~~currently~~based ~~have~~compensation ~~any~~under ~~contracts~~our or2012 ~~arrangements~~Stock inOption ~~place~~Plan ~~with~~that ~~any~~was ~~third~~not ~~parties~~adopted ~~for~~until the ~~next~~second ~~phase~~quarter of ~~the~~2012. We ~~planned~~expect ~~work.~~our Ingeneral ~~October,~~and ~~2012~~administrative ~~the~~costs ~~Company~~to ~~completed~~remain ~~its~~relatively ~~phase~~flat ~~2-soil~~until ~~sampling~~while ~~that~~being ~~focused~~in ~~and~~our ~~expanded~~current onstage ~~the~~of ~~phase~~exploration which 1is ~~anomalous~~expected ~~areas~~to ~~and~~be ~~helped~~at ~~fine-tune~~least through the ~~drill~~end ~~targeting~~of ~~process~~our oncurrent ~~the~~fiscal ~~LB Vixen~~year.

~~The~~During ~~Company~~the ~~has~~quarter ~~received~~ended ~~approval~~July of31, ~~work~~2013 ~~plan~~as ~~from~~compared to the ~~Bureau~~same period in 2012 we reduced our mineral property exploration expenditures by approximately 47% to $15,965. Mineral property exploration expenditures have decreased in the current period as a result of ~~Land~~the ~~Management~~Company ~~(“BLM”)~~completing ~~and~~Phase ~~has~~I ~~paid~~of the ~~reclamation~~drilling ~~bond~~program in the prior periods with Phase II scheduled to commence in October or November of 2013. Our management estimates the cost of our planned Phase II drill program to be approximately $9280,~~976~~000.

InLiquidity November 2012 the Company announced the results of its drill program. The Company completed a reverse circulation (“RC”) drill program covering four RC angle holes totaling 2500 feet. The four holes were widely spaced along a zone of anomalous gold mineralization intermittently exposed over a length of roughly 9000 feet and ~~width~~capital of nearly 2000 feet. Due to the general lack of outcrop exposure the first phase of drilling was intended to help determine the overall extent and trend of mineralization. Mineralization was encountered in all four holes. All four widely spaced holes encountered gold mineralization demonstrating the possible existence of a large bulk tonnage, sediment-hosted gold deposit on the LB Vixen Property. Assay results from the four Phase 1 drill holes on the LB Vixen property are encouraging enough to warrant further study which will help determine the next phase of testing and target selection for Phase 2 drilling in 2013.resources

14We had working capital of $10,199 at July 31, 2013.

~~Results~~We ofanticipate ~~Operations~~that we will incur the following to July 31, 2014:

We- ~~did not earn any revenues during the three or nine month periods ended January 31~~$85,000 ~~2013~~in orconnection ~~2012. We~~with ~~do not anticipate earning revenues until such time as we have entered into commercial production of our mineral~~ property~~. We~~ ~~are~~option ~~presently~~payments inunder the ~~development~~Company’s ~~stage~~Fox ofSpring ~~our~~Project ~~business~~(formerly ~~and~~known weas ~~can~~the ~~provide~~LB/Vixen nooption assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.agreement);

~~For~~- ~~the three months ended January 31, 2013 we had a net loss of~~ $88290,~~202~~000 ~~compared to a net loss of $57,813 for the three months ended January 31, 2012. The increase~~ in ~~the~~property ~~net~~exploration ~~loss was largely due to an increase in~~ expenses ~~related to the Company’s recently-completed drill program on the LB/Vixen property~~ and ~~due~~claim topayments ~~stock-based compensation. Mineral property exploration expenditures have increased~~ in ~~the~~order ~~current quarter~~ to ~~$49,051~~meet ~~compared to $27,227 for~~ the ~~same~~requirements ~~quarter~~of ~~in 2012. The Company completed its drill program on~~ the ~~LB/Vixen property during the three months ended January 31, 2013. In the prior period the~~ Company’s ~~was undertaking its initial assessment of the LB/Vixen~~ property. ~~The~~option increase in general and administrative expenses to $39,151 for the quarter ended January 31, 2013 compared to $30,586 in the three months ended January 31, 2012 was largely due to the recognition of stock-based compensation. Of the $44,219 in total stock-based compensation recognized for the three months ended January 31, 2013, $23,437 was recognized as general and administrative and $20,782 was recognized as mineral property exploration expenditures. No stock-based compensation expense was recognized in the prior period as no stock options had been granted at that time.agreement;

~~For~~- ~~the nine months ended January 31, 2013 we had a net loss of~~ $~~391~~155,~~495~~000 ~~compared to $170,495~~ for ~~the~~operating ~~nine months ended January 31~~expenses, ~~2012. The~~including ~~increase~~working incapital ~~the net loss was largely due to an increase in expenses related to the Company’s recently-completed drill program on the LB/Vixen property~~ and ~~to stock-based compensation. Mineral property exploration expenditures have increased in the current period to $211~~general,~~949~~ ~~compared to $79~~legal,~~488~~ ~~for~~accounting ~~the same period in 2012 as a result of the drill program. Of the $150,511 in stock-based compensation recognized for the nine months ended January 31, 2013, $111,944 was recognized as general~~ and administrative ~~and~~expenses ~~$38,567~~associated ~~was~~with ~~recognized~~reporting asrequirements ~~mineral~~under ~~property exploration expenditures. No stock-based compensation expense was recognized in~~ the ~~prior~~Securities ~~period~~Exchange asAct noof ~~stock options had been granted at that time~~1934.

~~Liquidity~~Cash ~~and~~used ~~capital~~in ~~resources~~operations was $40,008 for the quarter ended July 31, 2013. Cash used in operations was primarily related to the payment of our obligations as incurred inclusive of a decrease of $7,149 of obligations that were outstanding as of April 30, 2013.

WeCash ~~had~~used ~~working~~in ~~capital~~investing activities of $~~135~~20,~~052~~000 was atthe ~~January~~result ~~31, 2013 consisting~~ of ~~cash~~making ofthe ~~$136,895,~~required ~~prepaid~~option ~~expenses~~payment ofon ~~$3,434~~our ~~and~~Fox ~~total~~Spring ~~current liabilities of $5,277~~Project.

We ~~anticipate~~did ~~that~~not wegenerate ~~will~~or ~~incur~~use any cash in financing activities for the ~~following~~quarter toended ~~January~~July 31, ~~2014:~~2013.

-The Company currently expects that it will need approximately $60530,000 into ~~connection~~fund ~~with~~its operations during the next twelve months which will include property option payments, ~~under~~exploration of its property as well as the ~~Company’s~~costs ~~LB/Vixen~~associated ~~option~~with ~~agreement;~~maintaining an office.

-We are currently in the process of obtaining additional funds through private placements of our common stock and as of the date of this report we have sold 100,000 unregistered shares of common stock at $~~132~~0.25 per share for cash totaling $25,000. inThis ~~property~~cash ~~exploration~~received ~~expenses~~is ~~and~~not ~~claim~~sufficient ~~payments~~to infund our planned operations for the next twelve months. In order to ~~meet~~continue ~~the~~to ~~requirements~~explore and develop our property we will need to obtain additional financing. Management continues to seek additional capital through private placements and public offerings of ~~the~~its ~~Company~~common stock, although there are no assurances that management’s ~~property~~plans ~~option~~will ~~agreement;~~be realized.

Off- ~~$53,000~~Balance ~~for~~Sheet ~~operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.~~Arrangements

15We have no off-balance sheet arrangements.

~~Cash~~Item used in operations was $231,570 for the nine months ended January 31, 2013 while it was $155,625 for the nine months ended January 31, 2012. The increase in cash used in operations was largely due to an increase in the net loss in 2013 to $391,495 from a net loss of $170,495 in 2012. Partially offsetting the impact of the higher net loss was the recognition of $150,511 in stock-based compensation for the nine months ended January 31, 2013 while no stock-based compensation was recognized in the prior period. Working capital changes for the nine months ended January 31, 2013 included an inflow of $111 from a decrease in prepaid expenses and an outflow of $10,697 from a decrease in accounts payable and accrued liabilities. The comparable balances for the nine months ended January 31, 2012 was an outflow from an increase in prepaid expenses of $4,280 and an outflow of $850 from changes in accounts payable and accrued liabilities. Cash flows from financing activities for 2013 were $250,000 received from the proceeds of a private placement, while in 2012 the Company received $350,000 from the proceeds of a private placement. Investing activities for the nine months ended January 31, 2013 were the result of the write-down of the $20,000 property option payment on the LB/Vixen property and an increase in the Company’s LB/Vixen reclamation bond of $3~~,822~~. ~~For~~Quantitative ~~the nine months ended January 31, 2012 investing activities were the result of the $20,000 write-down of the initial payment under the LB/Vixen property option agreement~~ and ~~$6,154~~Qualitative ~~relating~~Disclosure toAbout ~~the~~Market ~~initial portion of the LB/Vixen bond.~~Risk

~~The~~Smaller ~~Company~~reporting ~~currently~~companies ~~expects~~are that it will need approximately $245,000 to fund its operations during the next twelve months which will include property option payments, exploration of its property as well as the costs associated with maintaining an office. The Company completed a financing on May 1, 2011 for total proceeds of $350,000 and completed another financing on October 15, 2012 for total proceeds of $250,000. However, the cash received from these financings is not ~~sufficient~~ required to ~~fund~~provide ~~all of its planned operations for~~ the ~~next~~information ~~twelve~~required ~~months. In~~by ~~order~~this ~~to continue to explore and develop its property the Company will need to obtain additional financing~~Item. ~~Management may in the future seek additional capital through private placements and public offerings of its common stock, although there are no assurances that management’s plans will be realized.,~~

~~Going Concern Consideration~~12

~~Current~~Item ~~cash available to the Company is not sufficient to continue all of our planned activities for the next twelve months~~4. InControls ~~addition, we anticipate generating losses~~ and therefore we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities that could result should we be unable to continue as a going concern.Procedures

WeEVALUATION ~~currently~~OF ~~have~~DISCLOSURE noCONTROLS ~~agreements,~~AND ~~arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.~~PROCEDURES

~~Off~~Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-~~Balance~~15(e) ~~Sheet~~and ~~Arrangements~~Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of July 31, 2013. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

WeCHANGES ~~have~~IN noINTERNAL ~~off-balance~~CONTROL ~~sheet~~OVER ~~arrangements.~~FINANCIAL REPORTING

~~Item~~There ~~3. Quantitative~~were ~~and~~no ~~Qualitative~~changes ~~Disclosure~~in ~~About~~our ~~Market~~internal ~~Risk~~controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Smaller~~PART ~~reporting~~II – OTHER ~~companies are not required to provide the information required by this Item.~~INFORMATION

16Item 1. Legal Proceedings

~~Item~~There 4are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company. ~~Controls~~ ~~and~~The ~~Procedures~~Company’s property is not the subject of any pending legal proceedings.

~~EVALUATION~~Item OF1A. ~~DISCLOSURE~~Risk ~~CONTROLS AND PROCEDURES~~Factors

~~Under~~Smaller ~~the~~reporting ~~supervision~~companies ~~and~~are ~~with~~not the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of January 31, 2013. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to beprovide ~~disclosed by~~ the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required ~~to be disclosed~~ by ~~the~~this ~~Company~~Item in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure1A.

~~CHANGES~~Item IN2. ~~INTERNAL~~Unregistered ~~CONTROL~~Sales ~~OVER~~of ~~FINANCIAL~~Equity ~~REPORTING~~Securities and Use of Proceeds

~~There~~On ~~were~~August no26, ~~changes~~2013 inthe ~~our~~Company ~~internal~~sold ~~controls~~100,000 shares ~~over~~of ~~financial~~common ~~reporting~~stock ~~that~~in ~~occurred~~a ~~during~~private ~~our~~placement ~~last~~transaction ~~fiscal~~at ~~quarter~~$0.25 ~~that~~per ~~have~~share ~~materially~~for ~~affected,~~total orcash ~~are~~consideration ~~reasonably~~of ~~likely to materially affect~~$25, ~~our internal control over financial reporting~~000.

~~PART~~No IIunderwriters -were ~~OTHER~~involved ~~INFORMATION~~in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The issuance of stock that was exempt under Section 4(a)(2) was a private offering to accredited investors within the meaning of Rule 501 of Regulation D of the Securities Act. The recipient of securities in this transaction had adequate access, through business or other relationships, to information about us.

Item 13. ~~Legal~~Defaults ~~Proceedings~~upon Senior Securities

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the CompanyNone. ~~The~~ ~~Company’s property is not the subject of any pending legal proceedings.~~

Item 1A4. ~~Risk~~Mining ~~Factors~~Safety Disclosures

~~Smaller~~The ~~reporting~~Company ~~companies~~does ~~are~~ not ~~required~~have toany ~~provide~~mining ~~the information required by this Item 1A~~operations.

Item 25. ~~Unregistered~~Other ~~Sales of Equity Securities and Use of Proceeds~~ information

~~There were no sales of equity securities which were not previously reported~~None.

~~Item 3. Defaults upon Senior Securities~~13

~~None~~Item 6. Exhibits

Item 4. Mining Safety Disclosures

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

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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

~~The~~** ~~Company~~XBRL ~~does~~(Extensible Business Reporting Language) information is furnished and not ~~have~~filed ~~any~~or ~~mining~~a ~~operations~~part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~Item 5. Other information~~14

~~None.~~SIGNATURES

17Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Item~~Date: 6September 16, 2013 GRIZZLY GOLD CORP. ~~Exhibits~~By: /s/ Paul Strobel Paul Strobel President, Chief Executive Officer and Treasurer (Principal Executive, Financial, and Accounting Officer)

Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.15

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

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

Date: March 8, 2013 GRIZZLY GOLD CORP. By: /s/ Paul Strobel Paul Strobel President, Chief Executive Officer and Treasurer (Principal Executive, Financial, and Accounting Officer)

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