UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Quarterly Period Ended ~~October~~January 31, ~~2013~~2014

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 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. x Yes o 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 o

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 o	Accelerated filer o
Non-accelerated filer o	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 o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 48,400,000 shares of common stock, $0.0001 par value, issued and outstanding as of ~~December~~March 2010, ~~2013~~2014.

TABLE OF CONTENTS

Page PART I - Financial Information 3 Item 1. Financial Statements 3 Balance Sheets ~~October~~January 31, ~~2013~~2014 (unaudited), and April 30, 2013 3 Statements of Operations (unaudited) for the three and ~~six~~nine month periods ended ~~October~~January 31, ~~2013~~2014 and ~~2012~~2013 and for the period from April 21, 2010 (inception) to ~~October~~January 31, ~~2013~~2014 4 Statements of Cash Flows (unaudited) for the ~~three~~nine ~~and six~~ month periods ended ~~October~~January 31, ~~2013~~2014 and ~~2012~~2013 and for the period from April 21, 2010 (inception) to ~~October~~January 31, ~~2013~~2014 5 Notes to the Financial Statements 6 Item 2. Management’s Discussion and Analysis orof ~~Plan~~Financial Condition and Results of Operations 10 Item 3 Quantitative and Qualitative Disclosures About Market Risk 13 Item 4. Controls and Procedures 13 PART II – Other Information 13 Item 1. Legal Proceedings 13 Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 1413 Item 4. Mine Safety Disclosures 14 Item 5. Other Information 14 Item 6. Exhibits 14

Item 1. Financial Statements

GRIZZLY GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(expressed in US Dollars)

ASSETS
	October 31,			April 30,
	January 31,			April 30,
	2013			2013
	2014			2013
	(unaudited)			(restated)
Current assets
Cash	$	31,~~332~~597		$	69,052
Prepaid expenses		53,~~849~~149			3,250
Total current assets		94,~~181~~746			72,302
Other assets
Reclamation Deposit		11,817			9,976
Mineral property acquisition rights (restated)		6686,440			40,000
Total other assets		7898,257			49,976
Total Assets	$	87103,~~438~~003		$	122,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1042,~~431~~270		$	3,393
Accured liabilities		–			9,500
Accrued liabilities		–			9,500
		10,431			12,893
		42,270			12,893
STOCKHOLDERS' EQUITY
Common Stock, par value $0.0001; 300,000,000 shares authorized; 48,400,000 and 48,150,000 issued and outstanding at October 31 and April 30, 2013		4,818			4,815
Common Stock, par value $0.0001; 300,000,000 shares authorized; 48,400,000 and 48,150,000 issued and outstanding at January 31, 2014 and April 30, 2013		4,817			4,815
Additional paid-in capital (restated)		~~795~~812,~~109~~807			728,275
Deficit accumulated during exploration stage (restated)		(~~722~~756,~~919~~891	)		(623,705	)
Total stockholder's equity		7760,~~007~~733			109,385
Total liabilities and stockholder's equity	$	87103,~~438~~003		$	122,278

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

GRIZZLY GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS ~~AND COMPREHENSIVE LOSS~~

(expressed in US Dollars)

(Unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,						Inception April 21, 2010 to October 31,
	Three Months Ended January 31,						Nine Months Ended January 31,						Inception April 21, 2010
	2013			2012			2013			2012			2013
	2014			2013			2014			2013			to January 31, 2014
				(restated)						(restated)			(restated)
Revenues	$	–		$	–		$	–		$	–		$	–
Expenses
Mineral property exploration expenditures		73,~~016~~111			~~132~~10,~~981~~484			2226,~~981~~092			~~162~~173,~~898~~382			~~348~~351,~~459~~570
General and administrative (restated)		4530,~~290~~861			7751,~~957~~197			76107,~~233~~094			90141,~~796~~993			~~374~~405,~~460~~321
Impairment of mineral property acquisition rights (restated)		–			–			–			–			–
Net loss from Operations		(5233,~~306~~972	)		(~~210~~61,~~938~~681	)		(99133,~~214~~186	)		(~~253~~315,~~694~~375	)		(~~722~~756,~~919~~891	)
Net Loss	$	(5233,~~306~~972	)	$	(~~210~~61,~~938~~681	)	$	(99133,~~214~~186	)	$	(~~253~~315,~~694~~375	)	$	(~~722~~756,~~919~~891	)
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding		48,~~199~~400,~~451~~000			4748,~~943~~150,~~478~~000			48,~~300~~250,~~815~~543			4748,~~921~~052,~~739~~174

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

GRIZZLY GOLD CORP.

STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

(Unaudited)

	Six Months Ended October 31,						Inception April 21, 2010 to October 31,
		Nine Months Ended January 31,						Inception April 21, 2010
	2013			2012			2013
		2014			2013			to January 31, 2014
				~~(restated)~~	(restated)		~~(restated)~~	(restated)
Cash flows from operating activities
Net loss for the period	$	(99133,~~214~~186	)	$	(~~253~~315,~~694~~375	)	$	(~~722~~756,~~919~~891	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation (restated)		3553,~~396~~094			7694,~~693~~391			~~147~~165,~~486~~184
Impairment of mineral property acquisition rights (restated)		–			–			–
Change in Prepaid Expenses		(2,599	)		(1,813	)		(5,849	)
Change in prepaid expenses		101			111			(3,149	)
Change in Accounts Payable & Accrued Liabilities		(2,462	)		27,155			10,431
Change in accounts payable & accrued liabilities		9,377			(10,697	)		22,270
Net cash used in operating activities		(6870,~~879~~614	)		(~~151~~231,~~659~~570	)		(~~570~~572,~~851~~586	)
Cash flows from investing activities		–
Payments on mineral property acquisition rights		(20,000	)		(20,000	)		(60,000	)
Payments for reclamation deposit		(1,841	)		(3,822	)		(11,817	)
Net cash used in investing activities		(21,841	)		(23,822	)		(71,817	)
Cash flows from financing activites
Cash flows from financing activities
Proceeds from Sale of Common Stock		25,000			250,000			646,000
Net cash provided by financing activities		25,000			250,000			646,000
Increase (decrease) in cash		(6567,~~720~~455	)		74(5,~~519~~392	)		31,~~332~~597
Cash, beginning of period		69,052			142,287			–
Cash, end of period	$	31,~~332~~597		$	~~216~~136,~~806~~895		$	31,~~332~~597

SUPPLEMENTAL CASH FLOW INFORMATION

		Six Months Ended October 31,				Inception April 21, 2010 to October 31,
	Nine Months Ended January 31,				Inception April 21, 2010
		2013		2012		2013
	2014		2013		to January 31, 2014
				(restated)		(restated)
Cash paid during the period for:
Interest	$	–	$	–	$	–
Income Taxes	$	–	$	–	$	–
Mineral property acquisition rights in accounts payable	$	20,000	$	–	$	–
Options issued for mineral property acquisition rights	$	6,440	$	–	$	–

The accompanying notes are an integral part of these condensed 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. In July 2011 we changed our name to Grizzly Gold Corp. and we re-incorporated in the State of Nevada.

We are currently an exploration stage company as defined by the United States Generally Accepted Accounting Principles (“US GAAP”) engaged in the business of exploring and if warranted, advancing certain unpatented Nevada mineral claims to a point where we believe maximum shareholder returns can be realized. We currently have one property under option which is located in Humboldt County, Nevada. We currently do not have any proven and probable reserves nor have we generated any revenues since our inception.

The accompanying interim unaudited condensed ~~financial~~ financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information ~~and~~ 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~~ 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 and ~~six~~nine month period ended ~~October~~January 31, ~~2013~~2014, are not necessarily indicative of the results that may be expected for ~~the~~ the year ending April 30, 2014. For further information, refer to the financial statements and footnotes thereto included in our ~~Annual~~ 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.

NOTE 2 – 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. We have incurred a net loss of $~~722~~756,~~919~~891 for the period from April 21, 2010 (inception) to ~~October~~January 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.

In order to continue to develop our property we will need to obtain additional financing. Management may in the future seek additional capital through private placements and public offerings of common stock, although there are no assurances these plans will be realized. If we are 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 US GAAP requires 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 consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. As of ~~October~~ January 31, 2013 we did not hold any cash equivalents.

Concentration of Credit Risk

We maintain all of our cash with one financial institution in the form of a demand deposit.

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. 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 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, and accounts payable approximate their respective fair values due to the short-term nature of these instruments.

NOTE 4 – MINERAL EXPLORATION PROPERTY

Fox Spring Project

On May 1, 2011, we executed a property option agreement (the “Agreement”) with Nevada Mine Properties II, Inc. (“NMPII”) granting us the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMPII, a natural resource exploration company. The property known as the LB/Vixen Property is located in Humboldt County, Nevada and currently consists of 86 unpatented claims (the ‘Property”). Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:

		Property		Work
		Payments		Expenditures
By January 31, 2014	$	20,000	$	-
By May 1, 2014	$	65,000	$	200,000
By May 1, 2014		45,000		200,000
By May 1, 2015		60,000		250,000
By May 1, 2016		70,000		250,000
By May 1, 2017		80,000		300,000
By May 1, 2018		90,000		300,000
By May 1, 2019		100,000		350,000
By May 1, 2020		100,000		400,000
By May 1, 2021		250,000		750,000
	$	815,000	$	2,800,000

In addition to the above payment requirements, NMPII retained a 3% royalty of the aggregate proceeds received by us 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.

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

During the ~~six~~nine months ended ~~October~~January 31, ~~2013~~2014, we paid NMPII $20,000 in accordance with the terms of our acquisition agreement and capitalized $266,440 of stock based payments associated with the Fox Spring Project. At January 31, 2014 the Company accrued a payment due to NMPII totaling $20,000.

NOTE 5 – RECLAMATION DEPOSIT

We have paid a $11,817 reclamation deposit to the Bureau of Land Management (“BLM”) on the Fox Spring Project. The reclamation deposit is refundable upon completion of the required remediation of the property at the completion of our planned drill program.

NOTE 6 – STOCKHOLDERS’ EQUITY

As of ~~October~~January 31, 2013, the Company had 48,400,000 shares of common stock issued and outstanding. For details associated with our common stock issuances prior to the ~~six~~nine months ended ~~October~~ January 31, 2013 please refer to our Form 10-K for the fiscal year ended April 30, 2013.

During the ~~six~~nine months ended ~~October~~January 31, 2013 we issued 250,000 shares of our common stock for $25,000 cash. In addition to the shares, investors received 250,000 warrants convertible into common stock at $0.10 per share expiring in August 2015.

2012 Stock Option Plan

During the ~~six~~nine months ended ~~October~~January 31, 2013 we did not issue any additional options under the Plan. We recognized $4159,~~836~~534 of cost, of which $6,440 was capitalized as mineral property acquisition costs, in stock based compensation for previously issued options that vested during the ~~six~~nine months ended ~~October~~January 31, 2013 and no options were forfeited.

NOTE 7 – RESTATEMENT

During the ~~six~~nine months ended ~~October~~January 31, 2013 our management along with our Board of Directors, determined that our previously issued financial statements from inception to April 30, 2013 contained certain errors.

In prior periods, the Company capitalized, as property acquisition costs, the required property option payments for the Fox Spring Project and correspondingly recognized an immediate impairment expense associated with these payments. Upon further review, our management determined there were no supportable indicators for impairment through the date of this report as the Company is continuing to aggressively explore the Fox Spring Project. In addition, the land and mineral owners were issued stock option as part of the 2012 Stock Option Plan that should have been capitalized as part of the property acquisition costs.

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 following tables show the impacts of restating our previously issued financial statements by period.

BALANCE SHEET	April 30, 2013 as Restated			April 30, 2013 as Previously Reported			Change
ASSETS:
Mineral property acquisition rights	$	40,000		$	–		$	40,000

STOCKHOLDERS’ EQUITY:
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
Total operating expenses	$	623,705	$	604,846	$	18,859
Impairment of mineral property acquisition payments	$	–	$	40,000	$	(40,000	)
Net Loss	$	623,705	$	644,846	$	(21,141	)

STATEMENT OF OPERATIONS:	Three Months Ended ~~October~~January 31, ~~2012~~2013 Restated		Three Months Ended ~~October~~January 31, ~~2012~~2013 As Previously Reported		Change
EXPENSES:
Impairment of mineral property acquisition payments	$	–	$	–	$	–
Mineral property exploration	$	10,484	$	49,051	$	(38,567	)
Net Loss	$	210,938	$	240,537	$	(29,599	)
General and administrative	$	51,197	$	39,151	$	12,046
Net Loss	$	61,681	$	88,202	$	(26,521	)

STATEMENT OF OPERATIONS:	~~Six~~Nine Months Ended ~~October~~January 31, ~~2012~~2013 Restated		~~Six~~Nine Months Ended ~~October~~January 31, ~~2012~~2013 As Previously Reported		Change
EXPENSES:
Mineral property exploration	$	173,382	$	211,949	$	(38,567	)
General and administrative	$	141,993	$	159,546	$	(17,553	)
Impairment of mineral property acquisition payments	$	–	$	20,000	$	(20,000	)
Net Loss	$	~~253~~315,~~694~~375	$	~~283~~391,~~293~~495	$	(2976,~~599~~120	)

NOTE 8 – RELATED PARTY TRANSACTIONS

During the ~~quarters~~nine months ended ~~October~~ January 31, 2014 ~~2013~~ and ~~2012~~2013 the Company paid a geological consulting firm controlled by our President and CEO $2226,~~516~~092 and $1827,~~300~~400, respectively, related to the on-going exploration activities associated with our Fox Spring Project.

During the nine months ended January 31, 2014 a significant shareholder and Director paid operating expenses on behalf of the Company totaling $5,000. As of January 31, 2014 the entire $5,000 remained due and outstanding and is included in accounts payable in the accompanying balance sheet.

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

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

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

General

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

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. 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. As of the date of this report we have not entered into operational agreements with major mining companies.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have in Nevada contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties or the staking of lode claims on prospective open ground. To date we have one property under option. The property has been named the Fox Spring Project. We have conducted significant exploration on the property through an exploration program that 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 the spring of 2014. Results of exploration efforts thus far indicate a mineral deposit may exist on the property. However, there is no assurance that a commercially viable mineral deposit exists on our property at the present stage of exploration. Further exploration will be required before a final evaluation as to the economic feasibility can be determined.

In the following discussion, there are references to "unpatented" mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.

As a result of exploration results performed on the property to date, we were able to reduce the Fox Spring Project claim holdings from 130 to 86.

Plan of Operation

We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels which currently consists of our sole executive officer. We believe outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.

The following is an overview of the project work to date, as well as anticipated work for the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is subject to change due to the variables of weather, availability of work crews for a particular type of work, and the results of work that is planned, the outcome of which will determine what the next step on that project will be.

Fox Spring Project

	Amount ($)
Annual claim fees – 2013		13,000
Exploration, drill program, and analysis		300,000
Option payment – to May 2014		65,000
		378,000

The Company's Board of Directors has approved a budget for total Property related expenditures of $378,000 for the next twelve months. The budget includes the following items:

	Amount ($)

Annual claim fees – 2014	$	13,000
Exploration, drill program, and analysis		300,000
Option payment – to May 2014		65,000
	$	378,000

The budget for the next twelve months will include undertaking a second phase drill program and prospecting the immediate area near the Fox Spring Project to identify additional areas of possible mineralization. The primary objective of the next twelve months is to complete the second phase drill program on the Fox Spring Project.

The planned work will be overseen by the Company's President who has visited the Property several times, and will be undertaken largely by contractors. The Company does not currently have any contracts or arrangements in place with any third parties for the planned work. In 2012 the Company conducted significant exploration on the property through an exploration program that included mapping, sampling, surveying and a first phase of drilling on the property. An IP survey was conducted on the property in the spring of 2013. Exploration work completed thus far helped fine-tune the second phase drill targeting process on the Fox Spring Project.

The 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 the spring of 2014.

Results of Operations

We have not recognized any revenues from our inception on April 21, 2010 through ~~October~~January 31, ~~2013~~2014. 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.

For the three and ~~six~~nine months ended ~~October~~ January 31, ~~2013~~2014 our general and administrative expenses were $4530,~~290~~861 and $76107,~~233~~094 respectively. This represents a decrease of $3220,~~667~~ 336 and $1434,~~563~~899 as compared to the three and ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013 which is primarily because of less stock based compensation cost. We expect our general and administrative costs to remain relatively flat while being in our current stage of exploration which is expected to be at least through the end of our current fiscal year.

During the three and ~~six~~nine months ended January ~~October~~ 31, ~~2013~~2014 our mineral property exploration expenditures were $73,~~016~~111 and $2226,~~981~~092 respectively. This represents a decrease of $~~125~~7,~~965~~373 and $~~139~~147,~~917~~290 as compared to the three and ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013. Mineral property exploration expenditures have decreased as a result of the Company completing Phase I of the drilling program in the prior periods with Phase II scheduled to commence in the spring of 2014. Our management estimates the cost of our planned Phase II drill program to be approximately $300,000.

Liquidity and capital resources

We had working capital deficit of ($137,~~250~~524) at ~~October~~January 31, ~~2013~~2014.

Cash used in operations was $6870,~~879~~614 for the ~~six~~nine months ended ~~October~~ January 31, ~~2013~~2014. Cash used in operations was primarily related to the payment of our obligations as incurred ~~inclusive of an increase of $7,038 of obligations that were outstanding as of April 30, 2013~~.

Cash used in investing activities of $21,841 for the ~~six~~nine months ended ~~October~~January 31, ~~2013~~2014 was the result of making the required option payment on our Fox Spring Project in addition to our reclamation deposit with the BLM.

Cash provided from financing activities of $25,000 for the ~~six~~ nine months ended ~~October~~January 31, ~~2013~~2014 was generated from the issuance of 250,000 shares of our common stock for cash. The purchasers of these shares also received 250,000 warrants with an exercise price of $0.10 per share expiring in August 2015.

The Company currently expects that it will need approximately $500,000 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.

We anticipate that we will incur the following to ~~October~~January 31, ~~2014~~ 2015:

•- $65,000 in connection with property option payments under the Company's Fox Spring Project (formerly known as the LB/Vixen option agreement);

•- $313,000 in property exploration expenses and claim payments in order to meet the requirements of the Company's property option agreement;

•- $122,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

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 250,000 unregistered shares of common stock at $0~~warrants.10 ~~per~~Our ~~share~~current ~~for~~ cash ~~totaling~~resources ~~$25,000~~are ~~since April 30, 2013. This cash received is~~ not sufficient to fund our planned operations for the next twelve months. In order to continue to 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 its common stock, although there are no assurances that management's plans will be realized.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of ~~October~~January 31, ~~2013~~2014. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

OnThere ~~August~~were ~~26,~~recent ~~2013~~sales ~~the~~of ~~Company sold 250,000~~unregistered ~~shares~~securities ofthat ~~common~~were ~~stock~~not inpreviously ~~a private placement transaction at $0~~disclosed.~~10 per share for total cash consideration of $25,000.~~

No underwriters were involved 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 3. Defaults upon Senior Securities

None.

Item 4. Mining Safety Disclosures

The Company does not have any mining operations.

Item 5. Other information

None.

Item 6. Exhibits

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

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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

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

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: ~~December~~March 2319, ~~2013~~2014

GRIZZLY GOLD CORP.

By: /s/ Paul Strobel Paul ~~Strobel President~~StrobelPresident, Chief Executive Officer and Treasurer (Principal Executive, Financial, and Accounting Officer)

Filing Compare · Grizzly Gold Corp.