U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended September 30, ~~2010~~2011

¨	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: 000-53610

Tuffnell Ltd.

(Exact name of registrant as specified in its charter)

Nevada	26000-~~2463465~~53610	26-2463465
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
incorporation or organization)
of incorporation)	File Number)	Identification No.)

8114001 ~~Oxford~~ N. 7th Street

~~London,~~Bldg ~~WID 2EU~~D107, ~~United Kingdom~~Suite 50

Phoenix, AZ 85022

(Address of principal executive offices)

~~Registrant’s telephone number, including area code: 011-44- 020-7903-5084~~_______________________________

(480) 535-4999

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value ~~Title of Class~~

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Website~~Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§~~229~~232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes ¨ [ ] No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ~~Nox~~x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s ~~year~~most recently completed second fiscal quarter ended ~~September~~March 3031, ~~2010~~2011: $2059,~~059~~876,~~200~~667.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1943 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the last practicable date: January 59, ~~2011~~ 2012: 59243,~~360~~873,~~000~~ 334 shares of common stock, $.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933: None.

Tuffnell Ltd.

TABLE OF CONTENTS

	PART I
Item 1	Business	32
Item 1A	Risk Factors	85
Item 2	Properties	149
Item 3	Legal Proceedings	2211
Item 4	~~(Removed~~Submission ~~and~~of ~~Reserved)~~Matters to a Vote of Security Holders	2211
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2311
Item 6	Selected Financial Data	2412
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2412
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	2614
Item 8	Financial Statements and Supplementary Data	2714
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3926
Item 9A	Controls and Procedures	4026
Item 9B	Other Information	4127
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	4127
Item 11	Executive Compensation	4328
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4430
Item 13	Certain Relationships and Related Transactions, and Director Independence	4530
Item 14	Principal Accounting Fees and Services	4630
	PART IV
Item 15	Exhibits, Financial Statement Schedules	4631
Signatures		4832

2Glossary of Mining Terms

Adit(s), Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.

Adularia. A potassium-rich alteration mineral – a form of orthoclase.

Air track holes. Drill hole constructed with a small portable drill rig using an air-driven hammer.

BLEG sampling. Bulk leach sampling. A large sample of soil or rock that is leached using cyanide to determine gold and silver content down to a detection limit of as little as 1.0 parts per billion.

CSMT Survey. A Controlled Source Magneto-telluric geophysical method used to map the variation of the Earth’s resistance to conduct electricity by measuring naturally occurring electric and magnetic fields at the Earth’s surface.

Controlled Source Magneto-telluric Survey (CSMT). The recording of variations in a generated electrical field using sophisticated geophysical survey methods.

Core holes. A hole in the ground that is left after the process where a hollow drill bit with diamond chip teeth is used to drill into the ground. The center of the hollow drill fills with the core of the rock that is being drilled into, and when the drill is extracted, a hole is left in the ground.

Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.

Geochemical sampling. Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. For example, arsenic may indicate the presence of gold.

Geologic mapping. Producing a plan and sectional map of the rock types, structure and alteration of a property.

Geophysical survey. Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits

Ground magnetic survey. Recording variations in the earth’s magnetic field and plotting same.

Ground radiometric survey. A survey of radioactive minerals on the land surface.

Leaching. Leaching is a cost effective process where ore is subjected to a chemical liquid that dissolves the mineral component from ore, and then the liquid is collected and the metals extracted from it.

Level(s), Main underground passage driven along a level course to afford access to stopes or workings and provide ventilation and a haulage way for removal of ore.

Magnetic lows. An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

Plug. A vertical pipe-like body of magma representing a volcanic vent similar to a dome.

Quartz Monzonite. A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Quartz Stockworks. A multi-directional system of quartz veinlets.

RC holes. Short form for Reverse Circulation Drill holes. These are holes left after the process of Reverse Circulation Drilling.

Resource. An estimate of the total tons and grade of a mineral deposit defined by surface sampling, drilling and occasionally underground sampling of historic diggings when available.

Reverse circulation drilling. A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.

Rhyolite plug dome. A domal feature formed by the extrusion of viscous quartz-rich volcanic rocks.

Scintillometer survey. A survey of radioactive minerals using a scintillometer, a hand-held, highly accurate measuring device.

Scoping Study. A detailed study of the various possible methods to mine a deposit.

Silicic dome. A convex landform created by extruding quartz-rich volcanic rocks

Stope(s), An excavation from which ore has been removed from sub-vertical openings above or below levels.

Tertiary. That portion of geologic time that includes abundant volcanism in the western U.S.

Trenching. A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.

Volcanic center. Origin of major volcanic activity

Volcanoclastic. Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Tuffnell Ltd. (hereinafter referred to as the “Company,” “Tuffnell Ltd.” or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

Item 1. Business

Tuffnell Ltd. (the “Company”) is seeking to become a producer of gold and silver ore, and of other precious metals. The Company presently owns a mining ~~prospect~~ prospect in the state of ~~Nevada, and a mining prospect in the State of~~ Arizona. The undeveloped properties are being evaluated by the Company.

The Company owns mining prospects in ~~Nevada and~~ Arizona, and is seeking to acquire additional undeveloped gold and silver mining properties and will seek to evaluate such properties upon their acquisition.

We intend to pursue growth opportunities through organic growth, as well as through an opportunistic acquisition strategy.

·● Organic growth. We will evaluate opportunities to discover and exploit previously untapped reserves.

·● Acquisitions. ~~reserve~~Reserve transactions and joint ventures. We intend to pursue value-enhancing acquisitions, reserve transactions and joint venture opportunities.

Plan of Operations

Overview

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 anticipate going into productions ourselves but instead anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies such as the Company. Although these major mining companies do exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By optioning or selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting mines into operation ourselves, and it would also provide future capital for the Company to continue operations.2

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have contain commercially exploitable reserves. Exploration for natural resource reserves is a speculative venture involving substantial risks. 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. To date, we have one property under option.

3History

~~Natural~~The Company was incorporated in the State of ~~resource~~Nevada ~~exploration~~on ~~and~~July ~~development~~26, ~~requires~~2007. ~~significant~~On ~~capital~~February ~~and~~26, ~~our~~2010, ~~assets~~the Company’s principal shareholder entered into a stock purchase agreement ~~and~~which ~~resources~~provided ~~are~~for ~~very~~the ~~limited.~~sale ~~Therefore~~of 126,000,000 weshares ~~anticipate~~of ~~participating~~Common inStock of the Company to George Dory. Effective February 26, 2010, Mr. ~~natural~~Dory ~~resource~~was ~~industry~~appointed ~~through~~President, ~~the~~Secretary, ~~purchase~~Treasurer orand ~~option~~Director of ~~early~~the ~~stage undeveloped properties~~Company. To ~~date~~On August 29, we2011, ~~have~~Mr. ~~one~~Dory ~~property~~resigned ~~under~~from such ~~option~~positions and ~~own~~Mr. ~~another~~Robert ~~property~~D. Coale was appointed President, Secretary, Treasurer and Director of the Company. Mr. Dory remains a shareholder of the Company.

~~General~~Our common stock is traded on the Over-the-Counter Bulletin Board (OTCBB), under the ticker symbol “TUFF” and is reported on http://www.otcbb.com.

~~The Company~~Market was incorporated in the State of Nevada on July 26, 2007. On February 26, 2010, the Company’s principal shareholder entered into a stock purchase agreement which provided for the sale of 31,500,000 shares of Common Stock of the Company to George Dory. Effective February 26, 2010, Mr. Dory was appointed Chief Executive Officer, President, Chief Financial Officer, Treasurer and Director of the Company. Mr. Dory will be paid $4,000 per month for his services to the Company. The Common Stock of the Company is trading on the over-the-counter Bulletin Board under the symbol TUFF.Outlook

Market indicators have shown increased strength ~~Outlook~~for gold, silver and certain other metals during recent years.

~~Market indicators~~Potential ~~have~~causes ~~shown~~of ~~increased~~constrained ~~strength~~supply ~~for~~may include ~~gold,~~the ~~silver~~difficulty ~~and~~in ~~certain~~obtaining ~~other metals~~capital ~~during~~funding ~~recent~~and ~~years~~obtaining mining permits.

~~Potential~~Recent developments related to mineral exploration ~~causes~~are ofexpected ~~constrained~~to ~~supply~~result in greater regulatory oversight, and may ~~include~~result in more stringent regulations and perhaps additional legislation. These developments add further uncertainty and may cause additional constraints. As the ~~difficulty~~economy incontinues ~~obtaining~~to ~~capital~~recover, demand for ~~funding~~gold, silver and ~~obtaining~~certain ~~mining~~other ~~permits~~metals may rise. Increased demand, coupled with supply constraints, could result in increased demand.

~~Recent developments~~Potential ~~related~~legislation, toregulation, ~~underground~~ treaties and ~~surface~~accords ~~mining~~at ~~are~~the ~~expected~~local, tostate, ~~result~~federal ~~in greater~~and ~~regulatory~~international ~~oversight~~level, and ~~may~~changes ~~result~~ in ~~more~~the ~~stringent~~interpretation ~~regulations~~or ~~and perhaps~~enforcement ~~additional~~of ~~legislation.~~existing laws ~~These~~and ~~developments~~regulations, ~~add~~have ~~further~~created uncertainty and ~~may~~ ~~cause~~could ~~additional~~have ~~constraints.~~a Assignificant ~~the~~impact ~~economy~~on ~~continues~~demand toand ~~recover,~~our ~~demand~~future operational and financial ~~for~~results. ~~gold~~For example, ~~silver~~the increased scrutiny of surface and ~~certain~~underground ~~other~~exploration ~~metals~~could ~~may~~make ~~rise.~~it ~~Increased~~difficult ~~demand,~~to ~~coupled~~receive permits ~~with~~or ~~supply~~could ~~constraints,~~otherwise ~~could~~cause ~~result~~production delays in ~~increased~~the ~~demand~~future.

~~Potential legislation,~~Sales ~~regulation, treaties~~ and accords at the local, state, federal and international level, and changes in the interpretation or enforcement of existing laws and regulations, have created uncertainty and could have a significant impact on demand and our future operational and financial results. For example, the increased scrutiny of surface mining could make it difficult to receive permits or could otherwise cause production delays in the future.Marketing

~~Sales~~Although the Company does not presently have any marketing staff, we intend to contract with third-party producers to mine future owned or leased properties on a rate per ounce or cost plus basis. We intend to sell any gold, silver and ~~Marketing~~other metals produced by our future operations and third-party producers. Our future sales and marketing group may include personnel dedicated to performing sales functions, transportation, distribution, market research, contract administration, and credit/risk management activities.

Although the Company does not presently have any marketing staff, we intend to contract with third-party producers to mine future owned or leased properties on a rate per ounce or cost plus basis. We intend to sell any gold, silver and other metals produced by our future operations and third-party producers. Our future sales and marketing group may include personnel dedicated to performing sales functions, transportation, distribution, market research, contract administration, and credit/risk management activities.Suppliers

4Because we do not intend to mine and process any mineral that we may find, but rather to sell or option these to major mining companies for exploitation, we are not subject to difficulties in the supply of commodities, machinery, equipment, or other goods uses in the production of minerals.

~~Suppliers~~Competition

The ~~main types~~gold ofand ~~goods~~silver wemining ~~expect~~industry tois ~~purchase~~highly competitive. orA ~~lease~~number ~~are~~of ~~mining~~factors ~~equipment~~beyond ~~and replacement~~our ~~parts,~~control ~~steel-related products,~~affect the ~~belting~~markets ~~products, lubricants,~~for ~~vehicles~~gold, ~~fuel~~silver and ~~tires~~other metals. WeContinued dodemand ~~not~~for ~~believe~~any ~~that~~production weand ~~will~~the ~~become dependent~~prices onobtained ~~any~~by ~~individual~~us ~~supplier~~depend ~~other~~primarily on ~~than~~the ~~for~~consumption ~~purchases~~patterns orof ~~lease~~such ~~of certain~~industries ~~mining~~in ~~equipment~~the U.S. ~~The~~and ~~supplier~~elsewhere ~~base~~around ~~providing~~the ~~mining~~world; ~~materials~~the ~~has~~availability, ~~been~~location, cost of ~~relatively~~and ~~consistent~~price inof ~~recent~~competing ~~years~~sources. ~~Purchases~~The ofmost ~~certain~~important ~~mining~~factors ~~equipment~~on which we will compete are delivered price (i.e., including transportation ~~concentrated~~costs, ~~with~~which ~~one~~may ~~principal~~be ~~supplier;~~paid ~~however~~by our customers), ~~supplier~~gold ~~competition continues~~and tosilver ~~develop~~quality characteristics and reliability of supply.

~~Competition~~Asset Retirement Obligations

~~The~~Asset ~~gold~~retirement obligations will primarily ~~and~~represent ~~silver~~the present value of future anticipated costs to restore surface land to levels equal to or greater than pre-mining ~~industry~~conditions, as isrequired ~~highly~~by ~~competitive~~the Surface Mining Control and Reclamation Act (SMCRA).

A number of factors beyond our control affect the markets for gold, silver and other metals. Continued demand for any production and the prices obtained by us depend primarily on the consumption patterns of such industries in the U.S. and elsewhere around the world; the availability, location, cost of and price of competing sources. The most important factors on which we will compete are delivered price (i.e., including transportation costs, which may be paid by our customers), gold and silver quality characteristics and reliability of supply.3

~~Asset Retirement~~Remediation Obligations

~~Asset retirement~~Remediation obligations ~~will~~ primarily represent the present value of future anticipated costs tofor ~~restore~~restoration of surface ~~land~~conditions toand ~~levels~~water ~~equal~~treatment ~~to or greater than pre-mining conditions,~~ as required by ~~the~~mining ~~Surface Mining Control and Reclamation Act (SMCRA)~~permits.

~~Remediation Obligations~~Regulatory Matters

~~Remediation obligations~~Federal ~~primarily~~and ~~represent~~state authorities regulate the mining ~~present~~industry ~~value~~with ofrespect ~~future~~to ~~anticipated~~matters ~~costs for~~such ~~water~~as ~~treatment~~employee health and safety, permitting and licensing requirements, the protection of ~~selenium~~the environment, plants and ~~other~~wildlife, ~~similar~~the ~~discharges~~reclamation inand ~~excess~~restoration of properties after exploration has been completed. We ~~allowable~~may ~~limits,~~in asthe future be required byto ~~mining~~incur ~~permits~~significant costs to comply with these laws and regulations.

~~Regulatory~~Future legislation and regulations are expected ~~Matters~~to become increasingly restrictive, and there may be more rigorous enforcement of existing and future laws and regulations. Depending on the development of future laws and regulations, we may experience substantial increases in equipment and exploration costs and may experience delays, interruptions or termination of operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines or penalties, the acceleration of cleanup and site restoration costs, the issuance of injunctions to limit or cease operations and the suspension or revocation of permits and other enforcement measures that could have the effect of limiting exploration activities on our properties.

~~Federal and~~Mine ~~state~~Safety ~~authorities regulate the mining industry with respect to matters such as employee health~~ and safety, permitting and licensing requirements, the protection of the environment, plants and wildlife, the reclamation and restoration of mining properties after mining has been completed, surface subsidence from underground mining and the effects of mining on groundwater quality and availability. We may in the future be required to incur significant costs to comply with these laws and regulations.Health

~~Future legislation~~We ~~and~~do ~~regulations~~not ~~are~~intend ~~expected~~ to ~~become~~exploit ~~increasingly~~any ~~restrictive,~~mineral ~~and~~deposits ~~there~~that ~~may be more rigorous enforcement of existing and future laws and regulations. Depending on the development of future laws and regulations,~~ we may ~~experience~~ ~~substantial~~find, ~~increases~~but inrather ~~equipment~~will ~~and~~sell ~~operating costs and may experience delays, interruptions~~ or ~~termination~~option ofthese ~~operations. Failure~~ to ~~comply with~~major ~~these~~mining ~~laws~~companies. For ~~and~~this ~~regulations~~reason ~~may~~we ~~result~~are innot ~~the~~directly ~~assessment of administrative,~~regulated ~~civil~~by ~~and~~Mine ~~criminal~~Safety ~~fines or penalties, the acceleration of cleanup~~ and site restoration costs, the issuance of injunctions to limit or cease operations and the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our future operationsHealth.

~~Mine Safety~~Mining Control and ~~Health~~Reclamation Regulations

~~Our goal is to achieve excellent mine safety and health performance.~~ We will ~~measure~~not ~~our progress~~exploit inmineral ~~this~~deposits ~~area~~that ~~primarily~~we ~~through~~discover, ~~the~~but ~~use of accident frequency rates. We~~rather ~~believe that it~~ will beoption ~~our~~or ~~responsibility~~sell tothese ~~our employees~~ to ~~provide~~major amining ~~good safety~~companies ~~and~~for ~~healthy~~that ~~environment~~purpose. We ~~seek~~may torequire SMCRA ~~implement~~involvement ~~this~~during ~~goal by: training~~certain ~~employees~~elements ~~in safe work practices; openly communicating with employees; establishing, following and improving safety standards; involving employees in the establishment~~ of ~~safety~~our ~~standards;~~exploration ~~and recording, reporting and investigating all accidents, incidents and losses to avoid reoccurrence~~activities. ~~We intend to utilize best practices in emergency preparedness.~~

5SMCRA permit provisions include requirements for prospecting; mine plan development; topsoil removal, storage and replacement; selective handling of overburden materials; mine pit backfilling and grading; protection of the hydrologic balance; surface drainage control; surface water discharge control and treatment; and re-vegetation.

~~The United~~Some ~~States,~~SMCRA ~~Canada~~permit ~~and~~applications ~~other~~take ~~countries~~over ~~in which we may operate have programs for mine safety and health regulation and enforcement. As~~ a ~~result of~~ ~~industry-wide~~year ~~fatal~~to ~~accidents in recent years~~prepare, ~~primarily~~depending aton ~~underground~~the ~~mines, several~~size ~~states have adopted new safety~~ and ~~training~~complexity ~~regulations.~~of Inthe ~~addition~~proposed work, ~~MSHA~~ ~~has issued numerous new policies~~ and ~~regulations~~often ~~addressing,~~take ~~but~~six ~~not limited~~months to, ~~the~~two ~~following:~~years ~~emergency~~to ~~notification~~be ~~and response plans, increased~~issued. ~~fines~~Regulatory ~~for~~authorities ~~violations~~have ~~and~~considerable ~~additional~~discretion ~~training~~in ~~and~~the ~~mine~~timing ~~rescue~~of ~~coverage requirements.~~the ~~Collectively,~~permit ~~federal~~issuance and ~~state safety and health regulation in~~ the ~~mining~~public ~~industry~~has ~~is perhaps~~ the ~~most~~right ~~comprehensive~~to ~~and pervasive system for~~comment ~~protection~~on ~~of employee health~~ and ~~safety~~otherwise ~~affecting~~engage ~~any~~in ~~segment~~the ofpermitting ~~U.S. industry. While these changes may have a significant effect on our future operating costs~~process, ~~our~~ ~~U.S.~~including ~~competitors~~public ~~with~~hearings ~~underground~~ and ~~surface~~through ~~mines~~intervention ~~are~~in ~~subject to~~ the ~~same degree of regulation~~courts.

~~Mining~~SMCRA requires ~~Control~~compliance with many other major environmental programs. These programs include the Clean Air Act, the Clean Water Act, the Resource Conservation and ~~Reclamation~~Recovery ~~Regulations~~Act (RCRA), the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and employee right-to-know provisions. Besides OSM, other federal regulatory agencies are involved in monitoring or permitting specific aspects of mining operations. The Environmental Protection Agency (EPA) is the lead agency for states with no authorized programs under the Clean Water Act, RCRA and CERCLA. The U.S. Army Corps of Engineers (ACOE) regulates activities affecting navigable waters and the U.S. Bureau of Alcohol, Tobacco and Firearms regulates the use of explosive blasting.

The SMCRA is administered by the Office of Surface Mining Reclamation and Enforcement (OSM) and establishes mining, environmental protection and reclamation standards for all aspects of U.S. surface mining as well as many aspects of underground mining. Mine ~~operators~~Closure must obtain SMCRA permits and permit renewals for mining operations from the OSM. Where state regulatory agencies have adopted federal mining programs under SMCRA, the state becomes the regulatory authority. States in which we expect to have active future mining operations have achieved primary control of enforcement through federal authorization.Costs

~~SMCRA permit~~Various ~~provisions~~federal ~~include~~and ~~requirements~~state ~~for~~laws ~~prospecting;~~and ~~mine plan development;~~regulations, ~~topsoil~~including ~~removal~~SMCRA, ~~storage~~will ~~and~~require ~~replacement;~~us ~~selective~~to ~~handling~~obtain ofsurety ~~overburden materials;~~bonds ~~mine~~or ~~pit~~other ~~backfilling~~forms ~~and~~of ~~grading;~~financial ~~protection~~security to secure payment of ~~the~~certain ~~hydrologic~~long-term ~~balance;~~obligations, ~~subsidence~~including ~~control~~exploration ~~for~~or ~~underground~~reclamation ~~mines;~~costs. ~~surface~~Many ~~drainage~~of ~~control; mine~~these ~~drainage~~bonds ~~and~~are ~~mine~~renewable ~~discharge~~on ~~control~~a ~~and~~yearly ~~treatment;~~basis. ~~and~~Surety bond costs ~~re-vegetation~~have increased in recent years.

~~The~~Environmental U.S. mining permit application process is initiated by collecting baseline data to adequately characterize the pre-mining environmental condition of the permit area. We will develop mine and reclamation plans by utilizing this geologic data and incorporating elements of the environmental data. Our mine and reclamation plans incorporate the provisions of SMCRA, the state programs and the complementary environmental programs that impact mining. Also included in the permit application are documents defining ownership and agreements pertaining to minerals, oil and gas, water rights, rights of way and surface land, and documents required of the OSM’s Applicant Violator System, including the mining and compliance history of officers, directors and principal stockholders of the applicant.Laws

~~Once~~We ~~a permit~~may ~~application~~become issubject ~~prepared and submitted~~ to ~~the~~various ~~regulatory~~federal ~~agency, it goes~~and ~~through~~state aenvironmental ~~completeness~~laws and ~~technical~~regulations ~~review.~~that ~~Public~~will ~~notice~~impose ofsignificant ~~the~~requirements ~~proposed permit~~on isour ~~given~~exploration ~~for~~operations. aThe ~~comment~~cost ~~period~~of ~~before a permit can be issued. Some SMCRA~~complying ~~mine~~with ~~permit~~current ~~applications~~and ~~take~~future ~~over~~environmental alaws ~~year to prepare, depending on the size~~ and ~~complexity~~ ofregulations ~~the mine,~~ and ~~often~~our ~~take~~liabilities ~~six~~arising ~~months~~from topast ~~two~~or ~~years~~future toreleases ~~be issued.~~exploration ~~Regulatory~~activities ~~authorities~~may ~~have~~adversely ~~considerable~~affect ~~discretion~~our inbusiness, ~~the~~results ~~timing~~ of ~~the~~operations ~~permit issuance~~or ~~and~~financial ~~the~~condition. ~~public~~In ~~has~~addition, ~~the~~environmental ~~right~~laws ~~to comment on~~ and ~~otherwise engage in the~~ ~~permitting~~regulations ~~process,~~can ~~including~~reduce ~~public~~our ~~hearings and through intervention in the courts~~profitability.

~~SMCRA requires~~Numerous ~~compliance~~federal ~~with~~and ~~many~~state ~~other~~governmental ~~major environmental programs. These programs~~permits ~~include~~and ~~the~~approvals ~~Clean~~are ~~Air~~required ~~Act,~~for ~~the~~mining ~~Clean~~operations. ~~Water~~When ~~Act,~~we ~~the~~apply ~~Resource~~for ~~Conservation~~these ~~and Recovery~~permits ~~Act~~or ~~(RCRA)~~approvals, ~~the~~we ~~Comprehensive~~may ~~Environmental~~be ~~Response,~~required ~~Compensation~~to prepare and ~~Liability~~present ~~Act~~to ~~(CERCLA)~~federal ~~and~~or ~~employee~~state ~~right-to-know~~authorities ~~provisions.~~data ~~Besides~~pertaining ~~OSM,~~to ~~other federal~~the ~~regulatory~~effect ~~agencies~~or ~~are~~impact ~~involved~~that ina ~~monitoring~~proposed orexploration ~~permitting~~for, ~~specific~~or production ~~aspects~~or processing of, ~~mining~~may ~~operations~~have on the environment. ~~The~~Compliance ~~Environmental~~with ~~Protection~~these ~~Agency~~requirements ~~(EPA)~~can isbe ~~the lead~~costly ~~agency~~and ~~for~~time-consuming ~~states~~and ~~with~~can nodelay exploration ~~authorized~~or ~~programs~~production ~~under~~operations. ~~the~~A ~~Clean~~failure ~~Water~~to ~~Act, RCRA~~obtain ~~and~~or ~~CERCLA.~~comply ~~The~~with ~~U.S.~~permits ~~Army~~could ~~Corps~~result ofin ~~Engineers~~significant ~~(ACOE)~~fines ~~regulates~~and ~~activities~~penalties ~~affecting~~and ~~navigable~~could ~~waters~~adversely ~~and~~affect the ~~U.S.~~issuance ~~Bureau~~ of ~~Alcohol,~~other ~~Tobacco~~permits ~~and~~for ~~Firearms regulates~~which ~~the~~we ~~use~~may ~~of explosive blasting~~apply.

~~Mine Closure~~Clean ~~Costs~~Water Act

~~Various federal~~The U.S. Clean Water Act and corresponding state and local laws and regulations, ~~including~~affect ~~SMCRA,~~exploration ~~will~~operations ~~require~~by usrestricting ~~to obtain~~the ~~surety~~discharge ~~bonds~~of orpollutants ~~other~~into ~~forms~~waters of ~~financial~~the United ~~security~~States. toThe ~~secure~~Clean ~~payment~~Water ~~of certain~~Act ~~long-term~~provisions ~~obligations,~~and ~~including~~associated ~~mine~~state ~~closure~~and orfederal ~~reclamation~~regulations ~~costs, federal~~are complex and ~~state~~subject ~~workers’~~to ~~compensation~~amendments, legal ~~costs~~challenges and ~~other~~changes ~~miscellaneous obligations~~in implementation. ~~Many~~As ofa ~~these~~result ~~bonds~~of ~~are~~recent ~~renewable~~court ondecisions aand ~~yearly~~regulatory ~~basis.~~actions, ~~Surety~~permitting ~~bond~~requirements ~~costs~~ have increased inand ~~recent~~could ~~years~~continue to increase the cost and time we expend on compliance with water pollution regulations.

~~Environmental~~These and other regulatory requirements, which ~~Laws~~have the potential to change due to legal challenges, Congressional actions and other developments, increase the cost of, or could even prohibit, certain current or future exploration operations. Our operations may not always be able to remain in full compliance with all Clean Water Act obligations and permit requirements, and as a result we may be subject to compliance orders and private party litigation seeking fines or penalties or changes to our operations.

WeItem ~~may become subject to various federal and state environmental laws and regulations that will impose significant requirements on our operations~~1A. ~~The~~Risk cost of complying with current and future environmental laws and regulations and our liabilities arising from past or future releases of, or exposure to, hazardous substances, may adversely affect our business, results of operations or financial condition. In addition, environmental laws and regulations, particularly relating to air emissions, can reduce our profitability.Factors

~~Numerous federal~~General and state governmental permits and approvals are required for mining operations. When we apply for these permits or approvals, we may be required to prepare and present to federal or state authorities data pertaining to the effect or impact that a proposed exploration for, or production or processing of, may have on the environment. Compliance with these requirements can be costly and time-consuming and can delay exploration or production operations. A failure to obtain or comply with permits could result in significant fines and penalties and could adversely affect the issuance of other permits for which we may apply.Risks

~~Clean~~Our auditors have issued a going concern opinion expressing substantial ~~Water~~doubt ~~Act~~that we can continue as a going concern.

The ~~U.S. Clean~~probability ~~Water~~of ~~Act~~our ~~and~~prospective ~~corresponding~~mining ~~state and local laws and regulations affect~~claims ~~mining~~having ~~operations~~commercial byreserves ~~restricting~~is ~~the discharge of pollutants~~unlikely, ~~including~~and ~~dredged or~~any ~~fill~~funds ~~materials,~~spent ~~into~~on ~~waters~~exploration ofwill ~~the~~probably ~~United~~be ~~States~~lost. There ~~The~~is ~~Clean~~a ~~Water~~high ~~Act~~possibility ~~provisions~~that ~~and~~our ~~associated~~claims ~~state~~will ~~and~~not ~~federal~~contain ~~regulations~~any ~~are~~commercial ~~complex and subject to amendments~~reserves, ~~legal~~or ~~challenges~~will ~~and~~contain ~~changes~~reserves inwhich ~~implementation.~~are Asnot aeconomically ~~result~~feasible ~~of recent court decisions and regulatory actions, permitting requirements have increased and could continue~~ to ~~increase the cost and time we expend on compliance with water pollution regulations~~recover.

~~These~~We will need additional funding to initiate and complete the exploration processes that may be recommended by engineers. Even if we raise all of the funds which ~~other~~we ~~regulatory~~intend ~~requirements~~to raise in any future offerings, ~~which~~we may not have ~~the~~enough ~~potential~~capital to ~~change~~complete ~~due~~the toexploration ~~legal~~phases recommended in the ~~challenges,~~geological ~~Congressional~~evaluation ~~actions~~reports ~~and~~of ~~other~~our ~~developments,~~contracted ~~increase~~mining engineer with regard to our claims. To complete the ~~cost~~recommended exploration ofphases, or ~~could~~we ~~even~~will ~~prohibit~~be required to raise additional capital through securities offerings, ~~certain~~debt ~~current~~or loans, or ~~future~~from ~~mining~~our ~~operations~~officers or directors. We ~~Our operations~~cannot ~~may~~guarantee ~~not~~that ~~always~~we will be able to ~~remain~~raise inthe ~~full~~capital ~~compliance~~necessary ~~with~~to ~~all~~complete ~~Clean~~the recommended phases ~~Water~~of ~~Act~~exploration ~~obligations~~of ~~and~~our ~~permit~~present ~~requirements~~or future properties. If we are unable to raise additional capital, and ascannot acomplete the ~~result~~recommended exploration phases, we ~~may~~will not be ~~subject~~ able to ~~compliance~~successfully ~~orders~~begin operations and ~~private~~will ~~party~~not ~~litigation~~be ~~seeking~~able ~~fines~~to orrealize ~~penalties~~any orrevenue. As ~~changes~~a result, we would be forced to ~~our~~cease all operations.

~~Clean~~The Company has not commenced any production, ~~Water~~thus ~~Act~~it ~~requirements~~has had no revenues and faces a high degree of risk. We do not own any currently producing properties, nor own any property that ~~may~~has ~~affect~~proven ~~our~~reserves ~~operations~~of ~~include~~commercially viable quantities of valuable metals. Accordingly, we have no revenues and we have no way to evaluate the likelihood that our business will be successful. We have been involved primarily ~~following:~~in organizational activities, due diligence on potential claims and preliminary exploration activities relating to our Little Butte property. We have not generated any revenues since our inception.

7Difficulties are normally encountered by new mineral exploration companies and there is a high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the exploration of mineral properties. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stages, we anticipate that we will continue to incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the development of our mining properties and the production of minerals from our claims, we will not be able to earn profits or continue operations. If we are unsuccessful in addressing these risks, the business of the Company will most likely fail.

~~Section~~We lack a significant operating history and ~~404~~have losses which we expect to continue into the future. We were incorporated on July 26, 2007, and we have not started any significant development of our mining properties or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to explore our mining claims and our ability to generate revenues from operations from our claim. Based upon our current plans, we expect to incur operating losses in the foreseeable future. This will happen because there will be expenses associated with the research and exploration of our present and future mineral properties when they are acquired, and we may not generate revenues in the future. Failure to generate revenues may cause us to suspend or cease activities.

~~Section 404~~Because ofwe ~~the~~are ~~Clean~~small ~~Water~~and ~~Act~~do ~~requires~~not ~~mining~~have ~~companies~~much ~~to obtain ACOE permits to place material in streams for the purpose of creating slurry ponds~~capital, ~~water~~ ~~impoundments,~~we ~~refuse~~may ~~areas,~~have ~~valley~~to ~~fills~~limit ~~or other mining activities. Our construction and mining activities, including~~ our ~~surface~~exploration ~~mining~~activity ~~operations, will~~which ~~frequently~~may ~~require~~result ~~Section~~in ~~404~~a ~~permits~~loss. ~~ACOE~~As ~~issues~~such ~~two~~we ~~types~~may ofnot ~~permits pursuant~~be able to ~~Section~~complete ~~404~~an ofexploration program ~~the~~that ~~Clean~~is ~~Water~~as ~~Act:~~thorough ~~nationwide~~as ~~(or~~we ~~“general”)~~would ~~and “individual” permits~~like. ~~Nationwide~~In ~~permits~~that ~~are~~event, ~~issued~~an toexisting ~~streamline~~reserve ~~the~~may ~~permitting process~~go ~~for dredging and filling activities that have minimal adverse environmental impacts~~undiscovered. AnWithout ~~individual~~a ~~permit~~reserve ~~typically~~or ~~requires a more~~commercial ~~comprehensive~~mining ~~application process~~operations, ~~including~~we ~~public~~cannot ~~notice~~generate ~~and~~revenues ~~comment,~~unless ~~but~~we ~~an individual~~sell ~~permit~~our ~~can~~mining beclaims ~~issued~~or ~~for~~other ~~ten~~mining ~~years (and may be extended thereafter upon application)~~rights.

~~The issuance~~Because ofwe ~~permits~~will have to ~~construct~~spend ~~valley~~additional ~~fills~~funds to ~~and~~determine ~~refuse~~if ~~impoundments~~we ~~under Section~~have ~~404~~commercial ofreserves, ~~the~~we ~~Clean~~will ~~Water~~have ~~Act,~~to ~~whether~~raise ~~general~~additional ~~permits~~money ~~commonly~~or ~~described~~risk having to cease our operations. Even asif ~~the~~we ~~Nationwide~~complete ~~Permit~~an 21exploration ~~(NWP~~program ~~21),~~and orwe ~~individual~~are ~~permits~~successful in identifying a mineral deposit, ~~has~~we ~~been~~will ~~the~~have to spend substantial ~~subject~~funds ofon ~~many~~further ~~recent~~drilling, ~~court~~testing, ~~cases~~exploration, and ~~increased~~engineering ~~regulatory~~studies ~~oversight,~~before ~~the results~~we ofwill ~~which~~know ~~may~~if ~~materially~~we ~~increase~~have ~~our~~a ~~permitting~~commercially viable gold and ~~operating~~copper ~~costs~~deposit. Because our current capitalization is insufficient to achieve such further drilling, ~~result~~ intesting, ~~permitting~~exploration, and ~~delays~~engineering studies, ~~suspend~~it ~~any~~will ~~then~~be ~~current~~necessary ~~operations~~to orraise ~~prevent~~additional ~~the~~funds. If we are unable to raise such funds, we would ~~opening~~be offorced ~~new~~to ~~mines~~suspend or cease our activities.

~~Item 1A. Risk Factors~~5

~~General~~Because our officer and directors of the Company ~~Risks~~have other business activities and will only be devoting a percentage of their time to our operations, our operations may be sporadic with periodic interruptions or suspensions of exploration.

~~Our auditors~~Risks ~~have~~in ~~issued~~the aMining ~~going concern opinion expressing substantial doubt that we can continue as a going concern.~~Industry

~~The probability~~Because of ~~our~~the ~~prospective~~inherent ~~mining~~dangers ~~claims~~involved ~~having~~in mineral ~~commercial~~exploration, ~~reserves~~there is ~~remote,~~ a risk that we may incur liability or damages which could hurt our financial position and ~~any~~possibly result ~~funds~~in ~~spent~~the onfailure of our business. Mineral exploration ~~will~~and ~~probably~~development beinvolves ~~lost~~numerous hazards. InAs ~~all~~a ~~probability~~result, ~~our~~we ~~claims~~may dobecome ~~not~~subject ~~contain~~to ~~any~~liability ~~commercial~~for ~~reserves~~such hazards, orincluding ~~may~~pollution, cave-ins, and other hazards against which we ~~contain~~cannot ~~reserves~~insure or against which ~~are~~we ~~not~~may ~~economically~~elect ~~feasible~~not to ~~recover~~insure. As The payment of such, ~~any~~liabilities ~~funds~~may ~~spent~~have a material, adverse effect on ~~exploration~~our ~~will~~financial position, inor ~~all~~could ~~probability,~~cause ~~be lost~~us to cease operations.

WeIf ~~will need~~we ~~additional~~discover ~~funding~~commercial toreserves ~~initiate~~of ~~and~~precious metals ~~complete~~on ~~the~~our ~~exploration~~mineral ~~processes~~properties, ~~that may~~we becan ~~recommended~~provide byno ~~engineers. Even~~assurance ifthat we ~~raise~~will ~~all~~be ofable to successfully advance the ~~funds~~mineral claims into ~~which~~commercial weproduction. If ~~intend~~our toexploration ~~raise~~program inis ~~any~~successful ~~future~~in ~~offerings,~~establishing wethe ~~may~~existence ~~not~~of ~~have~~gold ~~enough~~and ~~capital~~copper of tocommercially ~~complete~~and ~~the~~economically ~~exploration~~viable ~~phases~~tonnage ~~recommended~~and ingrade ~~the~~on ~~geological~~any ~~evaluation reports~~ of our ~~contracted~~claims, ~~mining~~we ~~engineer~~will ~~with~~require ~~regard~~additional funds in order to ~~our~~begin ~~claims. To~~operations ~~complete~~of ~~the~~commercial ~~recommended~~production. ~~exploration~~Obtaining ~~phases,~~additional wefinancing ~~will~~would be ~~required~~ subject to ~~raise~~a ~~additional~~number ~~capital~~of ~~through securities offerings~~factors, ~~debt~~including orthe market ~~loans,~~price orfor ~~from~~the ~~our~~minerals, ~~officers~~investor oracceptance ~~directors. We~~of ~~cannot~~our ~~guarantee~~claims, ~~that~~and ~~we will~~general bemarket ~~able~~conditions. toThese ~~raise~~factors ~~the~~may ~~capital~~make ~~necessary to complete~~ the ~~recommended~~timing, ~~phases~~amount, ofterms ~~exploration~~or conditions of ~~our~~additional ~~present~~financing orunavailable ~~future~~to ~~properties~~us. If weThe ~~are~~most ~~unable to~~likely ~~raise~~source ~~additional~~of ~~capital,~~future ~~and~~funds ~~cannot~~is ~~complete~~through the ~~recommended~~sale ~~exploration~~of equity ~~phases,~~capital. weAny ~~will~~sale ~~not~~of beshare ~~able~~capital towill ~~successfully~~result ~~begin~~in ~~operations~~dilution ~~and~~to ~~will~~existing ~~not~~shareholders. We may be ~~able~~ unable to ~~realize~~obtain any ~~revenue. As~~such ~~a result~~funds, or weto ~~would~~obtain besuch ~~forced~~funds toon ~~cease all~~terms ~~operations~~that we consider economically feasible.

~~The Company~~If ~~has~~access ~~not~~to ~~commenced~~our ~~any~~mineral ~~production,~~claims ~~thus~~is itrestricted by ~~has~~inclement ~~had~~weather, nowe ~~revenues~~may ~~and~~be ~~faces a~~delayed ~~high~~in ~~degree~~our ofexploration ~~risk. We~~and ~~do not own~~ any ~~currently~~ ~~producing~~future ~~properties,~~mining ~~nor~~efforts. It ~~own~~is ~~any~~possible ~~property~~ that ~~has proven reserves of~~snow, ~~commercially~~rain, ~~viable~~or ~~quantities~~other ofenvironmental ~~valuable~~factors ~~metals. Accordingly,~~could ~~we have~~cause nothe ~~revenues~~mining ~~and~~roads weproviding ~~have~~access ~~no way~~ to ~~evaluate~~our ~~the~~future ~~likelihood~~claims ~~that~~to ~~our~~become ~~business will be successful~~impassable. WeIf the ~~have~~roads ~~been~~are ~~involved primarily in organizational activities~~impassable, ~~due~~we ~~diligence~~would onbe ~~potential~~delayed ~~claims~~in ~~and~~our ~~preliminary~~ exploration ~~activities~~ ~~relating~~timetable toand ~~our~~incur ~~Little~~unforeseen ~~Butte property~~expenses. ~~We have not generated any revenues since our inception.~~

8If we become subject to burdensome government regulation or other legal uncertainties, our business will be negatively affected. There are federal and state governmental regulations that oversee and materially restrict mineral property exploration and development. Under United States, Canada and other mining laws, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While such laws will not affect our future exploration plans, if we begin drilling operations on our properties, we will incur such regulatory oversight and regulatory compliance costs.

~~You should~~In beaddition, ~~aware of~~ the ~~difficulties~~legal ~~normally encountered by new mineral exploration companies~~ and ~~the~~regulatory ~~high rate of failure of such enterprises. The~~environment ~~likelihood~~that ofpertains ~~success~~to ~~must be considered in light of~~ the ~~problems, expenses, difficulties, complications, and delays encountered in connection with the~~ exploration of ~~mineral~~gold ~~properties. These potential problems include, but are not limited to, unanticipated problems relating to exploration,~~ and ~~additional~~silver ~~costs and~~is ~~expenses~~subject ~~that may exceed current estimates. Prior~~ to ~~completion of our exploration stages, we anticipate that we will continue to incur increased operating expenses without realizing any revenues~~change. WeChange ~~therefore~~in ~~expect~~existing toregulations ~~incur significant~~and ~~losses~~new ~~into~~regulations ~~the foreseeable future. We recognize that if we are~~could ~~unable~~increase toour ~~generate~~costs ~~significant revenues from the development~~ of ~~our~~doing ~~mining properties~~business, and ~~the~~prevent ~~production~~us ~~of minerals~~ from ~~our~~beginning ~~claims, we will not be able to earn profits~~ or ~~continue~~continuing operations. ~~If we are unsuccessful in addressing these risks, the business of the Company will most likely fail.~~

WeGold ~~lack a significant operating history~~ and ~~have~~silver ~~losses~~exploration ~~which we expect to continue into the future. We were incorporated on July 26, 2007,~~ and ~~we have not started any significant~~ development ~~of our mining properties or realized any revenues. We have no~~ ~~operating~~is ~~history~~a ~~upon~~highly ~~which~~competitive ~~an evaluation of our future success or failure can be made~~industry. ~~Our~~The ~~ability~~Company tofaces ~~achieve~~competition ~~and~~from ~~maintain~~multinational, ~~profitability~~national, and ~~positive~~ ~~cash~~regional ~~flow is dependent upon our ability to explore our mining claims and our ability to generate revenues from operations from our claim~~companies. ~~Based upon our current plans, we expect to incur operating~~Many ~~losses~~of in the ~~foreseeable~~Company’s ~~future. This~~competitors ~~will~~are ~~happen~~larger, ~~because~~longer ~~there~~established, ~~will be~~and ~~expenses~~have ~~associated~~far ~~with~~greater ~~the~~financial ~~research~~resources and exploration ~~of our present~~ and ~~future~~operational ~~mineral~~experience ~~properties~~than ~~when~~our ~~they~~Company. ~~are~~The ~~acquired,~~Company ~~and we~~ may ~~not~~be ~~generate revenues~~unable ~~in the future. Failure~~ to ~~generate~~compete ~~revenues may cause us to suspend or cease activities~~effectively.

~~Because we~~Individuals are ~~small and do~~ not ~~have~~subject ~~much capital, we may have~~ to ~~limit~~onerous ~~our exploration~~accreditation ~~activity~~and ~~which~~licensing ~~may~~requirements ~~result~~prior ~~in a loss. As such we may not be able~~ to ~~complete~~beginning an mineral exploration ~~program~~and ~~that~~prospecting isactivities, asand ~~thorough~~ as wesuch ~~would~~the ~~like.~~Company, Inin ~~that~~seeking available ~~event~~opportunities, ~~an existing~~will ~~reserve~~compete ~~may~~with gonumerous ~~undiscovered.~~individuals ~~Without~~and acompanies, ~~reserve~~including orestablished, ~~commercial~~multi-national ~~mining~~companies ~~operations,~~that wehave ~~cannot~~substantially ~~generate~~more ~~revenues~~experience ~~unless~~and weresources ~~sell~~than our ~~mining claims or other mining rights.~~Company

Because we ~~will~~of ~~have~~consumer todemand, ~~spend~~the ~~additional~~demand ~~funds~~for any togold, ~~determine~~silver ifand wecopper ~~have~~that ~~commercial reserves,~~ we ~~will~~may ~~have~~recover tofrom ~~raise additional money or risk having to cease~~ our ~~operations. Even~~ iffuture weclaims ~~complete~~may anbe ~~exploration~~slowed, ~~program~~resulting ~~and we are successful~~ in ~~identifying~~reduced arevenues ~~mineral~~to ~~deposit,~~the weCompany. Our success will ~~have~~be todependent ~~spend~~primarily ~~substantial funds~~ on ~~further~~the ~~drilling,~~demand ~~testing,~~for ~~exploration,~~gold and ~~engineering~~silver. ~~studies~~If ~~before we~~consumer ~~will~~or ~~know~~industrial ifdemand weslows ~~have~~our arevenues ~~commercially~~may be ~~viable~~significantly ~~gold and copper deposit~~affected. ~~Because~~ ~~our~~This ~~current~~could ~~capitalization~~limit isour ~~insufficient~~ability to ~~achieve~~ ~~such~~generate ~~further drilling~~revenues, ~~testing, exploration,~~ and ~~engineering~~our ~~studies,~~financial ~~it will~~condition beand ~~necessary~~operating ~~to raise additional funds. If we are unable to~~results ~~raise~~may ~~such~~be ~~funds~~harmed, wepossibly ~~would~~resulting bein ~~forced~~loss toof ~~suspend or cease our activities~~investment.

~~Because our~~The ~~officer~~prices of gold and ~~directors~~silver metal are volatile, and price changes are beyond our control. The price of ~~the~~base ~~company~~metals ~~have~~fluctuates. The ~~other~~prices ~~business~~of ~~activities~~base metals have been and will ~~only~~ continue to be ~~devoting~~affected aby ~~percentage~~numerous factors beyond our control. Factors that affect such metals include the demand from consumers, economic conditions, over supply from secondary sources, and costs of ~~their~~production. Price ~~time~~volatility and downward price pressure, which can lead to ~~our~~lower ~~operations~~prices, ~~our~~could ~~operations may~~have bea ~~sporadic~~material ~~with~~adverse ~~periodic~~effect ~~interruptions~~on orthe ~~suspensions~~costs ofand the viability ~~exploration~~of our operations.

~~Risks~~The volatility of gold or silver prices in general may adversely affect our exploration efforts. If prices for these metals decline, it may not be economically feasible for us to continue our exploration of our properties or to interest a joint venture partner in funding exploration or developing commercial production at our properties. We may make substantial expenditures for exploration or development of the ~~Mining~~properties, ~~Industry~~which cannot be recovered if production becomes uneconomical. Gold and silver prices historically have fluctuated widely, based on numerous factors including, but not limited to:

~~Because of~~o ~~the~~industrial ~~inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages which could hurt our financial position~~ and ~~possibly~~ ~~result~~jewellery in the failure of our business. Mineral exploration and development involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins, and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material, adverse effect on our financial position, or could cause us to cease operations.demand;

9o market supply from new production and release of existing bullion stocks;

Ifo ~~we discover~~central ~~commercial~~bank ~~reserves of precious metals on our mineral properties~~lending, ~~we can~~sales ~~provide~~and nopurchases ~~assurance that we will be able to successfully advance the mineral claims into commercial production. If our exploration program is successful in establishing the existence~~ of gold and copper of commercially and economically viable tonnage and grade on any of our claims, we will require additional funds in order to begin operations of commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims, and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible.copper;

Ifo ~~access to~~forward ~~our~~sales ~~mineral~~of ~~claims~~gold isand ~~restricted~~silver by ~~inclement~~producers ~~weather, we may be delayed in our exploration~~ and any future mining efforts. It is possible that snow, rain, or other environmental factors could cause the mining roads providing access to our future claims to become impassable. If the roads are impassable, we would be delayed in our exploration timetable and incur unforeseen expenses.speculators;

Ifo ~~we become~~production ~~subject to burdensome government regulation or other legal uncertainties, our business will be negatively affected. There are federal~~ and ~~state governmental~~cost ~~regulations~~levels ~~that oversee and materially restrict mineral property exploration and development. Under United States, Canada and other mining laws, to engage~~ in ~~certain~~major ~~types~~metal-producing of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While such laws will not affect our future exploration plans, if we begin drilling operations on our properties, we will incur such regulatory oversight and regulatory compliance costs.regions;

~~In addition,~~o ~~the~~rapid ~~legal~~short-term ~~and~~changes ~~regulatory environment that pertains to the exploration of gold and silver is subject to change. Change~~ in ~~existing~~supply ~~regulations~~ and ~~new regulations~~demand ~~could~~because ~~increase our costs~~ of ~~doing~~speculative ~~business, and prevent us from beginning~~ or ~~continuing~~hedging ~~operations.~~activities; and

~~Gold~~o ~~and silver~~macroeconomic ~~exploration and development is a highly competitive industry. The Company faces competition from multinational~~factors, ~~national, and~~including ~~regional~~confidence ~~companies. Many~~in of the ~~Company’s~~global ~~competitors~~monetary ~~are~~system; ~~larger, longer~~inflation ~~established,~~expectations; ~~and~~interest ~~have~~rates ~~far greater financial resources~~ and ~~exploration~~global ~~and operational~~or ~~experience~~regional ~~than~~political ~~our~~or ~~Company.~~economic ~~The Company may be unable to compete effectively~~events.

Because of consumer demand, the demand for any gold, silver and copper that we may recover from our future claims may be slowed, resulting in reduced revenues to the Company. Our success will be dependent primarily on the demand for gold and silver. If consumer or industrial demand slows our revenues may be significantly affected. This could limit our ability to generate revenues, and our financial condition and operating results may be harmed, possibly resulting in loss of investment.6

~~The prices~~Gold ~~of gold~~ and silver ~~metal~~exploration ~~is volatile,~~ and ~~price changes are beyond our~~prospecting ~~control. The~~is ~~price~~highly ofcompetitive ~~base~~and ~~metals~~speculative ~~fluctuate. The~~business ~~prices of base metals have been~~ and ~~will~~we ~~continue~~may tonot be ~~affected~~successful byin ~~numerous~~seeking ~~factors beyond~~available ~~our control~~opportunities. Factors that affect such metals include the demand from consumers, economic conditions, over supply from secondary sources, and costs of production. Price volatility and downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs and the viability of our operations.

~~The volatility~~Because ofwe ~~gold~~may ornot ~~silver~~have ~~prices~~the infinancial ~~general~~and ~~may adversely affect our~~managerial ~~exploration~~resources ~~efforts. If~~to ~~prices~~compete ~~for~~with ~~these~~other ~~metals decline~~companies, itwe may not be ~~economically~~successful ~~feasible~~in ~~for~~our usefforts to ~~continue~~acquire ~~our~~projects ~~exploration~~ of ~~our~~value, ~~properties~~which, orultimately, tobecome ~~interest~~productive. aHowever, ~~joint~~while ~~venture~~we ~~partner~~compete inwith ~~funding~~other exploration orcompanies ~~developing commercial~~for ~~production~~the atrights ~~our~~to ~~properties. We~~explore ~~may~~other ~~make~~claims, ~~substantial~~there is ~~expenditures~~no competition for the exploration or ~~development~~removal of ~~the~~mineral ~~properties,~~from ~~which~~our ~~cannot~~prospective ~~be recovered~~claims ifby ~~production~~other ~~becomes~~companies, ~~uneconomical.~~as ~~Gold~~we ~~and~~have ~~silver~~no ~~prices~~agreements ~~historically~~or ~~have~~obligations ~~fluctuated~~that ~~widely,~~limit ~~based~~our onright ~~numerous~~to ~~factors~~explore ~~including,~~or ~~but not~~remove ~~limited~~minerals ~~to:~~from our prospective claims.

~~o industrial~~Compliance with environmental considerations and ~~jewelry~~permitting ~~demand;~~could have a material adverse effect on the costs or the viability of our projects. The historical trend toward stricter environmental regulation may continue, and, as such, represents an unknown factor in our planning processes.

oAll mining is regulated by the government agencies at the federal, state and county levels of government in the United States. ~~market~~Compliance with such regulation has a material ~~supply~~effect ~~from~~on ~~new~~the ~~production~~economics of our operations and ~~release~~the timing of ~~existing~~project ~~bullion~~development. Our ~~stocks;~~primary regulatory costs are expected to be related to filing fees pertaining to the location of unpatented mining claims which were staked on Federal ground. In the event mineralization of commercial interests would be found by the exploration program, obtaining licenses and permits from government agencies before the commencement of mining activities would be very expensive and time consuming. An environmental impact study may be required to be undertaken on our property in order to obtain governmental approval to commence and conduct mining on our properties.

~~o central~~The possibility of more stringent regulations ~~bank~~exists ~~lending~~in the areas of worker health and safety, ~~sales~~the dispositions of wastes, the decommissioning and ~~purchases~~reclamation of ~~gold~~mining and milling sites and other environmental matters, each of which could have an adverse material effect on the costs or ~~copper;~~the viability of a particular project. Compliance with environmental considerations and permitting could have a material adverse effect on the costs or the viability of our projects.

~~o forward sales~~We offace ~~gold~~substantial ~~and~~governmental ~~silver by producers and speculators;~~regulation.

10Safety

~~o production~~If we commence mining operations in the United States, for example, we will be subject to inspection and ~~cost~~regulation ~~levels~~by inthe ~~major~~Mine ~~metal-producing~~Safety ~~regions;~~and Health Administration of the United States Department of Labor ("MSHA") under the provisions of the Mine Safety and Health Act of 1977. The Occupational Safety and Health Administration ("OSHA") also has jurisdiction over safety and health standards not covered by MSHA.

~~o rapid short-term~~Current ~~changes~~Environmental inLaws ~~supply~~ and ~~demand because of speculative or hedging activities; and~~Regulations

~~o macroeconomic factors~~We must comply with environmental standards, laws ~~including~~and ~~confidence~~regulations that may result in greater or lesser costs and delays depending on the ~~global~~nature ~~monetary system;~~of the regulated activity and ~~inflation~~how ~~expectations;~~stringently ~~interest~~the ~~rates~~regulations are implemented by the regulatory authority. The costs and ~~global~~delays associated with compliance with such laws and regulations could stop us from proceeding with the exploration of a project or ~~regional~~the ~~political~~operation or future exploration ~~economic~~of ~~events~~a mine. Laws and regulations involving the protection and remediation of the environment and the governmental policies for implementation of such laws and regulations are constantly changing and are generally becoming more restrictive. We may make significant expenditures in the future to comply with such laws and regulations. These requirements include regulations under many state and U.S. Federal laws and Regulations, including:

~~Gold~~o ~~and silver~~the ~~exploration~~Comprehensive Environmental Response, Compensation and ~~prospecting~~Liability isAct ~~highly~~of ~~competitive~~1980 ~~and~~("CERCLA" ~~speculative business~~or "Superfund") which regulates and weestablishes ~~may~~liability ~~not~~for bethe ~~successful~~release inof ~~seeking~~hazardous ~~available opportunities.~~substances;

~~The process~~o of gold and silver exploration and prospecting is a highly competitive and speculative business. Individuals are not subject to onerous accreditation and licensing requirements prior to beginning mineral exploration and prospecting activities, and as such the Company, in seeking available opportunities, will compete with numerous individuals and companies, including established, multi-national companies that have substantially more experience and resources than our CompanyU. ~~The~~S. ~~exact~~Endangered ~~number~~Species ~~of active competitors at any one time is heavily dependent on current economic conditions~~Act; however, statistics provided by the AEBC (The Association for Mineral Exploration, British Columbia), state that approximately 1,000 mining companies operate in North America, including gold and silver.

~~Because we~~o ~~may not have~~ the ~~financial~~Clean ~~and~~Water managerial resources to compete with other companies, we may not be successful in our efforts to acquire projects of value, which, ultimately, become productive. However, while we compete with other exploration companies for the rights to explore other claims, there is no competition for the exploration or removal of mineral from our prospective claims by other companies, as we have no agreements or obligations that limit our right to explore or remove minerals from our prospective claims.Act;

~~Compliance with~~o ~~environmental considerations and permitting could have a material adverse effect on~~ the ~~costs~~Clean orAir ~~the viability of our projects. The historical trend toward stricter environmental regulation may continue, and, as such, represents an unknown factor in our planning processes.~~Act;

~~All mining~~o ~~is regulated by~~ the ~~government agencies at the federal, state and county levels of government in the United States~~U. ~~Compliance with such regulation has a material effect on the economics of our operations and the timing of project development~~S. ~~Our~~ ~~primary~~Resource ~~regulatory~~Conservative costs are expected to be related to filing fees pertaining to the location of unpatented mining claims which were staked on Federal ground. In the event mineralization of commercial interests would be found by the exploration program, obtaining licenses and ~~permits~~Recovery ~~from~~Act government agencies before the commencement of mining activities would be very expensive and time consuming. An environmental impact study may be required to be undertaken on our property in order to obtain governmental approval to commence and conduct mining on our properties.("RCRA");

~~The possibility~~o ~~of more stringent regulations exists in~~ the ~~areas~~Migratory ofBird ~~worker~~Treaty health and safety, the dispositions of wastes, the decommissioning and reclamation of mining and milling sites and other environmental matters, each of which could have an adverse material effect on the costs or the viability of a particular project. Compliance with environmental considerations and permitting could have a material adverse effect on the costs or the viability of our projects.Act;

Weo ~~face substantial~~the ~~governmental~~Safe ~~regulation.~~Drinking Water Act;

~~Safety~~o the Emergency Planning and Community Right-to-Know Act;

Ifo ~~we commence mining operations in~~ the ~~United~~Federal ~~States,~~Land ~~for~~Policy ~~example, we will be subject to inspection~~ and ~~regulation~~Management ~~by the Mine Safety and Health Administration of the United States Department of Labor ("MSHA") under the provisions of the Mine Safety and Health~~ Act ~~of 1977. The Occupational Safety and Health Administration ("OSHA") also has jurisdiction over safety and health standards not covered by MSHA.~~;

11o the National Environmental Policy Act; and

~~Current Environmental~~o ~~Laws~~he ~~and~~National ~~Regulations~~Historic Preservation Act.

WeThe ~~must comply~~United ~~with~~States ~~environmental~~Environmental ~~standards, laws and regulations that may result in~~Protection ~~greater~~Agency orcontinues ~~lesser costs and delays depending on~~ the ~~nature~~development of ~~the~~a ~~regulated activity~~solid ~~and~~waste ~~how stringently the regulations are implemented by the~~ regulatory ~~authority.~~ ~~The~~program ~~costs~~specific ~~and~~to ~~delays~~mining ~~associated~~operations ~~with compliance with~~ such ~~laws~~as ~~and regulations~~our ~~could~~proposed ~~stop us from proceeding with the exploration of a project or the~~ operation ~~or future exploration of a mine. Laws and regulations~~, ~~involving~~where the ~~protection~~mineral ~~and~~extraction ~~remediation of the environment~~ and ~~the~~beneficiation ~~governmental policies~~wastes ~~for implementation of such laws and regulations~~ are ~~constantly~~not ~~changing and~~regulated ~~are~~as ~~generally~~hazardous ~~becoming more restrictive~~wastes. We expect to make in the future significant expenditures to comply with such laws and regulations. These requirements include regulations under many state and U.S. federal laws and regulations, including:

o Our future properties may be in a historic ~~the~~mining ~~Comprehensive~~district ~~Environmental~~with ~~Response,~~past ~~Compensation~~production and ~~Liability~~abandoned ~~Act~~mines. We may be exposed to liability, or assertions of ~~1980~~liability ~~("CERCLA"~~that orwould ~~"Superfund")~~require ~~which~~expenditure ~~regulates~~of legal defense costs under joint and ~~establishes~~several liability statutes for ~~the release~~cleanup of ~~hazardous~~ ~~substances;~~historical wastes that have not yet been completed.

~~o the U.S. Endangered Species Act;~~7

~~o the Clean~~Environmental ~~Water Act;~~Regulations

~~o the~~Environmental laws and regulations may also have an indirect impact on us, such as increased costs for electricity due to acid rain provisions of the United States Clean Air Act; Amendments of 1990. Charges by refiners to which we may sell any metallic concentrates and products have substantially increased over the past several years because of requirements that refiners meet revised environmental quality standards. We have no control over the refiner's operations or their compliance with environmental laws and regulations.

~~o the U.S.~~Potential ~~Resource Conservative and Recovery Act ("RCRA");~~Legislation

oChanges to the current laws and regulations governing the operations and activities of mining companies, including changes in permitting, environmental, title, health and safety, labor and tax laws, are actively considered from time to time. We cannot predict such changes, and such changes could have a material adverse impact on our business. Expenses associated with the compliance with such new laws or regulations ~~Migratory~~could ~~Bird~~be ~~Treaty~~material. ~~Act;~~Further, increased expenses could prevent or delay exploration projects and could, therefore, affect future levels of mineral production.

~~o the Safe~~Governmental ~~Drinking Water Act;~~Regulation

o If we commence mining operations in the future, ~~Emergency~~we ~~Planning~~will ~~and~~be ~~Community~~subject ~~Right-~~to~~-Know~~ ~~Act;~~inspection and regulation by:

o · Mine Safety and Health Administration of the ~~Federal~~ ~~Land~~United ~~Policy~~States Department of Labor ("MSHA") under the provisions of the Mine Safety and ~~Management~~Health Act; of 1977

~~o the National~~· ~~Environmental~~The ~~Policy~~Occupational ~~Act;~~Safety and Health Administration ("OSHA") also has jurisdiction over safety and health standards not covered by MSHA.

~~o the National~~Environmental ~~Historic Preservation Act.~~Liability

~~The~~We are subject to potential risks and liabilities ~~United~~associated ~~States~~with ~~Environmental~~pollution ~~Protection~~of ~~Agency~~the ~~continues~~environment and the ~~development~~disposal of waste rock and materials that could occur as a result of our mineral ~~solid~~exploration ~~waste~~and ~~regulatory~~production. To ~~program~~the ~~specific~~extent that we are subject to ~~mining~~environmental ~~operations~~liabilities, the payment of such asliabilities or ~~our~~the costs that we may incur to remedy environmental pollution would reduce funds otherwise available to us and could have a ~~proposed~~material ~~operation~~adverse effect on our financial condition or results of operations. If we are unable to fully remedy an environmental problem, ~~where~~we might be required to suspend operations or enter into interim compliance measures pending completion of the ~~mineral~~required remedy. ~~extraction~~The potential exposure may be significant and ~~beneficiation~~could ~~wastes~~have ~~are~~ a material adverse effect on us. We have not ~~regulated~~purchased insurance for environmental risks (including potential liability for pollution or other hazards as ~~hazardous~~a ~~wastes~~result of the disposal of waste products occurring from exploration and production) because it is not generally available at a reasonable price.

~~Our future~~Environmental properties may be in a historic mining district with past production and abandoned mines. We may be exposed to liability, or assertions of liability that would require expenditure of legal defense costs under joint and several liability statutes for cleanups of historical wastes that have not yet been completed.Permits

~~Environmental~~All of our exploration activities will be subject ~~Regulations~~to regulation under one or more of the various State and Federal environmental laws and regulations in the U.S. and in other countries. Many of the regulations require us to obtain permits for our activities. We must update and review our permits from time to time, and are subject to environmental impact analyses and public review processes prior to approval of the additional activities. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of our business, causing those activities to be economically re-evaluated at that time.

~~Environmental laws~~Those ~~and~~risks ~~regulations~~include, ~~may~~but ~~also~~are ~~have~~not anlimited ~~indirect impact on us~~to, ~~such as increased~~ ~~costs~~the ~~for~~risk ~~electricity~~that ~~due~~regulatory toauthorities ~~acid~~may ~~rain~~increase ~~provisions~~bonding ofrequirements ~~the~~beyond ~~United~~our ~~States~~financial ~~Clean~~capabilities. The ~~Air~~posting ~~Act Amendments~~ of ~~1990.~~bonding ~~Charges~~in byaccordance ~~refiners~~with toregulatory ~~which~~determinations weis ~~may~~a ~~sell~~condition ~~any~~to ~~metallic concentrates~~the ~~and~~right ~~products~~to ~~have~~operate ~~substantially~~under ~~increased~~all ~~over~~material ~~the~~operating ~~past several~~permits, ~~years~~and ~~because~~therefore ofincreases ~~requirements~~in ~~that~~bonding ~~refiners~~requirements ~~meet~~could ~~revised~~prevent ~~environmental~~our ~~quality standards. We~~operations ~~have~~from nocontinuing ~~control~~even ~~over~~if ~~the~~we ~~refiner's~~were ~~operations~~in orfull ~~their~~ compliance with ~~environmental~~all ~~laws~~substantive ~~and~~environmental ~~regulations~~laws.

~~Potential~~There may be possible title defects on our ~~Legislation~~future mining claims.

~~Changes to~~Undetected ~~the~~title ~~current~~defects ~~laws~~could ~~and~~affect ~~regulations~~our ~~governing~~interests in ~~the~~future ~~operations~~mining ~~and~~claims ~~activities~~acquired ~~of mining~~and ~~companies,~~owned ~~including~~by ~~changes~~the Company in ~~permitting,~~the ~~environmental,~~future. We will investigate title, ~~health and~~to ~~safety,~~our ~~labor~~future claims and ~~tax~~may ~~laws,~~not ~~are~~obtain ~~actively~~title ~~considered~~opinions ~~from~~and ~~time~~title toinsurance ~~time.~~with ~~We cannot~~respect ~~predict~~to such ~~changes,~~claims. ~~and~~This ~~such~~should ~~changes~~not ~~could~~be ~~have~~construed as a ~~material adverse~~guarantee ~~impact~~of ontitle ~~our~~and ~~business. Expenses~~there ~~associated~~is ~~with~~no guarantee that the ~~compliance~~title ~~with such~~to ~~new~~our ~~laws~~future orproperties ~~regulations~~will ~~could~~not be ~~material~~challenged or impugned. ~~Further,~~Any ~~increased~~challenge ~~expenses~~to ~~could~~our ~~prevent~~title orcould delay the exploration, ~~projects~~financing, and development of the property and could, ~~therefore,~~ultimately ~~affect~~result ~~future~~in the loss of some ~~levels~~or all of ~~mineral~~our ~~production~~interest in our properties. Our properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.

12We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend activities.

~~Governmental Regulation~~8

IfCompetition ~~we commence~~and ~~mining~~unforeseen ~~operations~~limited sources of supplies in the ~~future~~industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we ~~will~~might beneed ~~subject~~to conduct exploration. We have not attempted to ~~inspection~~locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials when financing becomes available. ~~regulation~~If ~~by:~~we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

~~o Mine Safety~~Item ~~and~~1B. ~~Health~~Unresolved ~~Administration~~Staff ~~of the United States Department of Labor ("MSHA") under the provisions of the Mine Safety and Health Act of 1977~~Comments.

~~o The Occupational Safety and Health Administration ("OSHA") also has jurisdiction over safety and health standards not covered by MSHA.~~None

~~Environmental Liability~~Item 2. Properties.

WeThe ~~are subject~~principal toexecutive ~~potential~~offices ~~risks and liabilities associated with pollution~~ of the ~~environment~~ ~~and~~Company ~~the~~are ~~disposal~~leased ~~of waste rock~~ and ~~materials that could occur as a~~located ~~result~~at of14001 ~~our mineral exploration and production~~N. To ~~the~~7th ~~extent~~Street, ~~that we~~Bldg ~~are~~D107, ~~subject~~Suite ~~to environmental liabilities~~50, the payment of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise available to us and could have a material adverse effect on our financial condition or results of operations. If we are unable to fully remedy an environmental problemPhoenix, weAZ ~~might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy~~85022. The potential exposure may be significant and could have a material adverse effect on us. We have not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) because it is not generally available at a reasonable price.

~~Environmental~~In the following discussion relating to our ~~Permits~~interests in mining property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. 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 one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.

~~All~~Mineral ~~of our~~Exploration ~~exploration~~Property ~~activities~~- ~~will be subject to regulation under one or more of~~Little the various State and federal environmental laws and regulations in the U.S. and in other countries. Many of the regulations require us to obtain permits for our activities. We must update and review our permits from time to time, and are subject to environmental impact analyses and public review processes prior to approval of the additional activities. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of our business, causing those activities to be economically reevaluated at that time.Butte

~~Those~~On March 12, 2010, the Company entered into ~~risks~~an ~~include~~Option Agreement (the "Agreement") with MinQuest, ~~but~~Inc. ~~are~~("MinQuest"), ~~not~~an ~~limited~~unaffiliated tothird party, whereby MinQuest granted the ~~risk~~Company ~~that~~the ~~regulatory~~sole ~~authorities~~and ~~may~~exclusive right and option to acquire an undivided 100% right, title and interest in ~~increase~~and ~~bonding~~to ~~requirements~~the ~~beyond~~Little ~~our~~Butte ~~financial~~property ~~capabilities.~~ located in LaPaz County, Arizona subject only to a royalty, The Little Butte property ~~posting~~is located approximately 4.5 miles north of ~~bonding~~Bouse inAZ, ~~accordance~~which, ~~with~~is ~~regulatory~~the ~~determinations~~closest town. The property is aeasily ~~condition~~accessed by travelling tonorth from Bouse on Highway 72, on a well marked gravel road which goes past the ~~right~~property. toThe ~~operate~~property ~~under~~has ~~all~~no ~~material~~water ~~operating~~or ~~permits,~~electrical services and ~~therefore increases~~is inaccessible ~~bonding~~by ~~requirements~~a ~~could~~car ~~prevent~~or ~~our~~truck. ~~operations~~There ~~from~~is ~~continuing even~~no ifequipment weon ~~were~~site inapart ~~full~~from ~~compliance~~a ~~with~~few ~~all~~abandoned ~~substantive~~empty ~~environmental~~above ground processing ~~laws~~tanks.

~~There~~Little ~~may be~~Butte ~~possible~~land ~~title~~status: ~~defects~~MinQuest onInc. ~~our~~holds the ~~future~~property via 85 unpatented mining claims which are 100 percent owned and seven patented claims, which are optioned with no retained royalty. Twelve of the 85 unpatented claims were recently staked, bringing the total land package to approximately 1,840 acres. The Company has optioned the entire property package from MinQuest, Inc.

~~Undetected title~~Under ~~defects~~the ~~could~~terms ~~affect~~of ~~our~~the ~~interests~~Agreement, inMinQuest, Inc. ~~future~~has ~~mining~~granted ~~claims~~the ~~acquired~~Company the sole and ~~owned~~ byexclusive ~~the~~option ~~Company~~to acquire a 100% undivided interest in the ~~future. We~~property ~~will~~by ~~investigate~~making US cash ~~title~~payments to ~~our future~~MinQuest, ~~claims~~Inc. ~~and~~of ~~may~~$39,261 ~~not~~on ~~obtain~~signing ~~title~~the ~~opinions~~Agreement, ~~and~~$10,000 ~~title~~on ~~insurance~~or ~~with~~before ~~respect to~~February ~~such~~25, ~~claims.~~2011, ~~This~~$20,000 ~~should~~on ~~not~~or bebefore March ~~construed~~12, as2011, a$20,000 ~~guarantee~~on ofor ~~title~~before ~~and~~the ~~there is~~February no25, ~~guarantee~~2012, ~~that~~$30,000 ~~the~~on ~~title~~or tobefore ~~our~~March ~~future~~12, ~~properties~~2012, ~~will~~$30,000 ~~not~~on beor ~~challenged~~before February 25, 2013, $40,000 on or ~~impugned.~~before ~~Any~~March ~~challenge~~12, to2013, ~~our~~$40,000 ~~title~~on ~~could~~or ~~delay~~before ~~the~~February ~~exploration~~25, ~~financing~~2014, ~~and~~ ~~development~~$50,000 ofon ~~the~~or ~~property~~before ~~and~~March ~~could~~12, ~~ultimately~~2014, ~~result~~$175,000 on inor ~~the~~before ~~loss~~February of25, ~~some~~ 2015, $60,000 on or ~~all~~before ofMarch ~~our~~12, ~~interest~~2015, in$60,000 ~~our~~on ~~properties. Our~~or ~~properties~~before ~~may~~March ~~be subject~~12, to2016 ~~prior~~and ~~unregistered~~$60,000 ~~agreements~~on or ~~transfers~~before March or12, ~~native~~2017. ~~land~~The ~~claims~~Company ~~and title~~shall ~~may~~also be ~~affected~~responsible byfor ~~undetected~~making ~~defects~~all necessary property payments and taxes to keep the property in good standing.

13The Company shall complete the following exploration expenditures on the property as follows: (i) $250,000 on or before the first anniversary of the signing of the Agreement (ii) $250,000 on or before the second anniversary of the signing of the Agreement; (iii) $300,000 on or before the third anniversary of the signing Agreement; (iv) $300,000 on or before the fourth anniversary of the signing of the Agreement; (v) $300,000 on or before the fifth anniversary of the signing of the Agreement; (vi) $300,000 on or before the sixth anniversary of the signing of the Agreement; and (vii) $300,000 on or before the seventh anniversary of the signing of the Agreement.

WeAs ~~may not~~of ~~have~~September ~~access~~30, to2011, ~~all~~the ofCompany ~~the~~has ~~supplies~~paid $69,261 in option payments and ~~materials~~$667,577 wein ~~need~~exploration expenditures. The Company is required to ~~begin~~complete $500,000 in exploration expenditures on or before March 12, 2012, an excess of $167,577 in exploration ~~which~~expenditures. ~~could~~The ~~cause~~Company usis in good standing pursuant to ~~delay~~the orterms ~~suspend~~of ~~activities~~the Agreement.

~~Competition~~ If and ~~unforeseen~~when ~~limited sources of supplies in~~ the ~~industry~~option ~~could~~has ~~result~~been inexercised, ~~occasional~~a ~~spot~~100% ~~shortages~~right oftitle ~~supplies, such as dynamite,~~ and ~~certain~~interest ~~equipment such~~in ~~as bulldozers~~ and ~~excavators that we might need~~ to ~~conduct~~the ~~exploration.~~property ~~We have~~shall ~~not~~vest ~~attempted~~in tothe ~~locate~~Company orfree ~~negotiate~~and ~~with~~clear ~~any suppliers~~ of ~~products, equipment~~all orcharges ~~materials.~~except Wefor ~~will~~the ~~attempt to locate products, equipment and~~Royalty. ~~materials~~The ~~when~~Company ~~financing~~may ~~becomes~~terminate ~~available. If we cannot find~~ the ~~products~~Agreement ~~and equipment~~at weany ~~need,~~time weby ~~will~~giving ~~have~~30 todays ~~suspend~~notice ~~our~~of ~~exploration~~such ~~plans~~termination ~~until~~of ~~we do find~~ the ~~products and equipment we need~~Agreement.

~~Item~~If the Company is in default of the Agreement, ~~1B. Unresolved~~MinQuest ~~Staff~~may ~~Comments.~~terminate the Agreement but only if:

~~None~~(a) MinQuest has first given the Company notice of the default containing particulars of the obligations which the Company has not performed and (b) the Company has not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.

~~Item 2. Properties.~~9

The ~~principal~~first ~~executive~~claims ~~offices~~in ofthe area, which became known as the Plomosa Mining District, were staked in the 1890’s. The largest producer was the Little Butte Copper ~~Company~~Mine, ~~are~~from ~~leased~~which copper-gold ore was mined averaging 4-6 percent copper and 0.2-0.3 oz/ton (7-10 g/t) gold according to 1940-1942 records. Earlier production appears to have been conducted on somewhat higher grade material, but production figures are ~~located~~not atavailable. The 81ore ~~Oxford~~was ~~Street~~mined ~~London~~from a northwest trending fault zone which dips to the northeast. The host rocks are Tertiary age sediments hosted by Precambrian granite. These high angle quartz-hematite veins dominantly trend north to northeasterly but some trend northwesterly. Gold was mined from workings west and southwest of the Little Butte Copper Mine The only recorded production from these areas, ~~WID~~dated ~~2EU~~1910 and 1911, ~~United~~averaged 1.13 oz/ton ~~Kingdom~~(38.7 g/t) gold. Total recorded production (1910-11, 1929-31, 1940-42 only) for the district is only 5,000 ounces of gold, 350,000 pounds of copper and 7,000 ounces of silver.

The most recent attempt to mine in the district was conducted in 1960 when Loma Grande Mining Company attempted to vat leach gold using cyanide. The venture failed, apparently because of a lack of experience on the part of the operator. In the period 1983 to 1990 several significant exploration programs were conducted. Tenneco drilled 6,005 feet in 24 holes in the granitic basement rocks south of Little Copper Butte in 1983-84. U.S. Borax drilled 8,790 feet in 18 holes in the southwestern part of the district in 1984-86. Homestake drilled 20,200 feet in 54 holes in sediments in the northern portion of the district in 1988-91. Only U.S. Borax analyzed drill cuttings for copper. All other drilling was only analyzed for gold. MinQuest, Inc. has conducted some analysis for copper.

~~Mineral Exploration~~Current ~~Property~~State -of ~~Little~~Exploration ~~Butte~~

On March 12, 2010, the Company entered into an Option Agreement (the "Agreement") with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest granted the Company the sole and exclusive right and option to acquire an undivided 100% right, title and interest in and to the Little Butte ~~property subject only to a royalty, being located in LaPaz County, Arizona.~~Properties

~~Under~~On ~~the terms~~July ~~of the Agreement~~14, ~~MinQuest,~~2010 ~~Inc. has granted~~ the Company ~~the~~announced ~~sole and~~completion ~~exclusive~~of ~~option~~its topreliminary ~~acquire~~Phase a1 ~~100%~~drilling ~~undivided~~tests ~~interest~~for inits ~~and~~Little toButte ~~the~~project. ~~property~~A ~~by making cash~~total ~~payments to MinQuest, Inc.~~ of ~~$39,261 on signing the Agreement, $10,000 on or before February 25th 2011, $20,000 US on or before March~~ 12, ~~2011,~~reverse ~~$20,000~~circulation on(RC) orholes ~~before~~were ~~the February~~drilled ~~25th 2012,~~for ~~$30,000~~a ontotal orof ~~before March 12~~3,979 ~~2012~~feet, ~~$30,000~~although onthree orholes ~~before~~were ~~February~~lost ~~25th 2013, $40,000 on or~~ before ~~March~~reaching 12, 2013, $40,000 on or before February 25th 2014, $50,000 on or before March 12, 2014, $175,000 on or before February 25th 2015, $60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016 and $60,000 on or before March 12, 2017. The Company shall also be responsible for making all necessary property payments and taxes to keep the ~~property~~planned ~~in good standing~~depth.

~~The Company~~On ~~shall~~March ~~complete~~28, 2011 the ~~following~~Company ~~exploration~~announced ~~expenditures on~~ the ~~property as~~ ~~follows:~~drill ~~(i)~~and ~~$250,000~~assay onresults orof ~~before~~ the ~~first~~Phase ~~anniversary~~II ofExploration ~~the~~program ~~signing~~at of the ~~Agreement~~ ~~(ii)~~Little ~~$250,000~~Butte onGold/Copper orProject. ~~before~~Core ~~the~~drilling ~~second~~confirmed ~~anniversary of~~ the ~~signing of~~ ~~the~~north-northwest ~~Agreement;~~strike ~~(iii)~~and ~~$300,000~~vertical onto orsteeply ~~before~~east-northeast ~~the~~dip ~~fourth anniversary~~ of ~~the~~multiple ~~signing Agreement;~~veins. ~~(iv)~~High ~~$300,000~~gold onand orcopper ~~before~~values ~~the~~were ~~fifth~~confirmed and ~~anniversary~~a ofpossible ~~the~~flat-lying ~~signing~~secondary ~~of the~~copper ~~Agreement;~~blanket ~~(v)~~identified ~~$300,000~~at onthe orelevation ~~before~~of the ~~sixth~~paleo-water ~~anniversary~~table. ofDrilling ~~the~~consisted ~~signing~~ of ~~the~~seven ~~Agreement;~~NQ ~~and~~core ~~(vi)~~holes ~~$300,000~~for ona ortotal ~~before the seventh anniversary~~ of ~~the signing~~1,187 ~~of the Agreement~~ feet.

14The Company has currently initiated Phase III drilling at the Little Butte Project. Drilling of three fences of east-west angle holes across a north-south trending geophysical target will test the continuity of gold/copper mineralization and the relationship of it to the anomaly. The drilling program will consist of approximately 5,000 feet of RC drilling and include one deeper vertical hole to test an interpreted intrusive associated with the anomaly. Tuffnell has also begun a district-wide study of Little Butte project area to determine what other drilling targets occur on the property. The company has obtained sample pulps from historic drilling of nearly 50 holes scattered throughout the project and has conducted a 34-element analysis of these pulps. Previously only analyzed for gold, copper content as well as other element analyses will be used to determine elemental zonation and to target shallow targets similar to those currently being tested. Plotting of higher temperature elements may help target a postulated large intrusive body at depth, a deep drilling target Tuffnell plans on testing in a later program.

IfGeology and Mineralization: Basement ~~when~~rocks ~~the~~at ~~option~~Little ~~has~~Butte ~~been~~consist ~~exercised,~~of aPrecambrian ~~100%~~age ~~right~~granite, ~~title~~gneiss and ~~interest in and~~ to ~~the~~ ~~property~~a ~~shall~~lesser ~~vest~~extent, inschist. Tertiary ~~the~~age ~~Company free~~ sediments and ~~clear~~volcanics ofwere ~~all~~deposited ~~charges~~on ~~except for~~ the ~~Royalty.~~Precambrian ~~The~~rocks ~~Company~~beginning ~~may~~with ~~terminate~~a ~~the~~basal ~~Agreement~~conglomerate atderived ~~any~~from ~~time by giving 30 days notice of such termination of~~ the ~~Agreement~~basement.

IfAbove the conglomerate is a thick section of ~~Company~~arkose-rich sediments. This section, which also contains siltstone, limestone and a few tuffaceous units, is inoften ~~default~~calcareous. The arkosic portion of the ~~Agreement,~~section ~~MinQuest~~hosts ~~may~~the ~~terminate~~bulk of the ~~Agreement~~copper-gold ~~but only~~mineralization ~~if:~~tested by Homestake.

(Above the arkose-rich section there is a) rapid ~~MinQuest~~change ~~has~~to volcanic ~~first~~dominated ~~given~~strata. Andesitic ~~the~~to ~~Company~~basaltic ~~notice~~flows ofand ~~the~~tuff ~~default~~are ~~containing particulars~~interbedded ofwith ~~the~~lesser ~~obligations~~limestone, sandstone, ~~which~~shale ~~the~~and ~~Company~~siltstone. ~~has~~Andesite ~~not~~to ~~performed~~rhyolite ~~and~~dikes ~~(b)~~are common. All of the ~~Company~~ ~~has~~above ~~not~~rocks, ~~within~~with 30the ~~days~~possible ~~following~~exception of ~~delivery~~some ofyounger ~~such~~basalt ~~notice,~~flows ~~cured~~and ~~such default~~mafic bydikes ~~appropriate~~are ~~payment~~altered orby ~~performance~~the mineralizing event.

~~The Company completed its preliminary Phase 1 drilling tests for its Little Butte project during September 10~~Doming, ~~2010. Several~~caused ~~holes~~by ~~had significant intercepts. For example, Hole LB1010 had~~ the ~~best~~inferred ~~intercept at the~~emplacement ~~northern-most~~of ~~hole~~a ~~drilled~~Tertiary toage ~~test~~intrusive, anhas ~~interpreted~~tilted ~~fault~~older ~~zone~~Tertiary sediments and erosion has ~~discovered high-grade~~exposed ~~gold/copper~~Precambrian ~~mineralization~~basement ~~under the gravel cover~~rocks. ~~LB1010~~This ~~contains~~doming 15has ~~feet~~a ~~averaging~~northwest ~~0.25~~elongation ~~oz/ton~~parallel ~~gold~~to ~~between~~the 20regional ~~and~~bedding ~~35 feet~~trend. ~~The~~Regionally, ~~gold~~rocks ~~intercepts~~dip ~~include~~southwest, 5but ~~feet averaging 0.59~~around ~~oz/ton. In addition~~ the ~~hole~~dome ~~contains~~rocks 95dip ~~feet~~off ~~averaging~~of ~~1.13%~~the ~~copper between~~former ~~10 and 105 feet depth including 15 feet averaging 4~~high.~~41% copper.~~ The ~~mineralization~~most inprominent ~~LB1010~~structures ~~was~~trend ~~evidenced~~northwest, bywith ~~gold~~northeast ~~values~~faults upless toconspicuous ~~0.59 oz/ton over 5 feet~~ and ~~copper~~north-south ~~values~~faults ascommon ~~high~~but aspoorly 7defined.~~63% over 5 feet.~~ ~~This~~The ~~new~~northwest ~~discovery~~and ~~under~~northeast ~~gravel~~sets ~~cover~~appear ~~has~~to ~~only~~be ~~one~~tensional features ~~intercept~~while ~~so true~~the ~~widths~~north-south ofset ~~intercepts~~is ~~cannot~~strike ~~yet~~slip bein ~~established~~origin. ~~However,~~ ~~the current~~The ~~interpretation~~northwest ofset ais ~~vertically~~dominant, ~~oriented~~probably ~~fault~~younger ~~zone~~than isother ~~shown~~trends and onmay ~~the LB1010~~be ~~cross~~in part post-~~section~~mineral. ~~One~~Rotation ~~other~~along ~~high~~half-~~grade~~graben ~~gold~~faults ~~intercept~~is (5evident ~~feet~~especially ~~@ 2.98~~along ~~oz/ton~~northwest ~~gold)~~trending ~~is noted~~ faults in ~~hole LB1009 to~~ the ~~south~~northeastern onportion of the ~~same fault zone~~district. ~~Because~~The itnorth-south isand ~~only~~northeast astructure ~~single~~sets ~~assay~~appear ~~interval,~~most ~~it is much less significant that LB1010~~mineralized.

~~Land~~Quartz-hematite-sulfide (oxidized) stockworks ~~Status:~~and ~~MinQuest~~sheeted ~~Inc.~~vein ~~holds~~structures are found within the ~~property~~granitic ~~via~~basement 85rocks ~~unpatented~~over ~~mining~~a ~~claims~~3,000 ~~which~~feet by 4,000 feet area. A recently ~~are~~completed ~~100~~study ~~percent~~of ~~owned~~stockwork ~~and~~veining 7within ~~patented~~this ~~claims,~~area ~~which~~shows ~~are~~alteration ~~optioned~~and ~~with~~mineralization nocharacteristic ~~retained royalty. 12~~ of ~~the~~a 85Grasberg ~~unpatented~~style ~~claims~~system. ~~were~~Early ~~recently~~widespread ~~located~~intense ~~bringing~~potassic alteration is cut by hematite veins and then by quartz-sulfide veins. Grab samples used in the ~~total~~study ~~land~~and ~~package~~containing toquartz-sulfide ~~approximately~~veins assayed as high as 1.05 oz/t (36 g/t) gold. Fluid inclusion temperatures,~~840~~ ~~acres~~as well as the lack of skarn, indicate the current level of erosion is high in the mineralizing system. The ~~Company~~gold ~~has~~seen at ~~optioned~~surface ~~the~~could ~~entire~~be ~~property~~leakage ~~package~~ from a much larger mineralized cupola occurring above an intrusive body at depth. While the immediate ~~MinQuest~~target is the shallow sediment hosted mineralization, ~~Inc~~at some point deeper drilling will be needed to test the stockworks and the deep cupola.

~~History: The first~~A ~~claims~~detachment infault ~~the~~has area, which became known as the Plomosa Mining District, were staked in the 1890’s. The largest producer was the Little Butte Copper Mine, from which copper-gold ore mined averaged 4-6 percent copper and 0.2-0.3 oz/ton (7-10 g/t) gold according to 1940-1942 records. Earlier production appears to have been ~~somewhat~~documented ~~higher~~south grade but production figures are not available. The ore was mined from a northwest trending fault zone which dips to the northeast. The host rocks are Tertiary age sediments. Gold was mined from workings west and southwest of the ~~Little Butte Copper Mine hosted by Precambrian granite~~district. ~~These~~No ~~high~~associated ~~angle~~mineralization ~~quartz-hematite~~has ~~veins~~been ~~dominantly trend north to northeasterly but some trend northwesterly~~found. The only recorded production from these areas, dated 1910 and 1911, averaged 1.13 oz/ton (38.7 g/t) gold. Total recorded production (1910-11, 1929-31, 1940-42 only) for the district is only 5,000 ounces of gold, 350,000 pounds of copper and 7,000 ounces of silver.

The most recent attempt to mine in the district was conducted in 1960 when Loma Grande Mining Company attempted to vat leach gold using cyanide. The venture failed, apparently because of a lack of experience on the part of the operator. In the period 1983 to 1990 several significant exploration programs were conducted. Tenneco drilled 6,005 feet in 24 holes in the granitic basement rocks south of Little Copper Butte in 1983-84. U.S. Borax drilled 8,790 feet in 18 holes in the southwestern part of the district in 1984-86. Homestake drilled 20,200 feet in 54 holes in sediments in the northern portion of the district in1988-91. Only U.S. Borax analyzed drill cuttings for copper. All other drilling was only analyzed for gold. MinQuest, Inc. has conducted some analysis for copper.10

Plotting of all known rock chip and drill hole geochemistry for the district shows a distinct metal zonation. A molybdenum rich core (>50ppm) is surrounded by a generally northeast trending copper-gold zone where many samples average greater than 0.1 % copper and 0.15 ppm gold. This zone as currently defined is 6,500 feet wide and 13,000 feet long. It is open ended. Anomalous lead-zinc-silver is found south of the copper-gold zone. Fluorite and barite are also common in the district, but insufficient analyses were conducted to determine their zonal pattern.

~~Geology and~~Copper-gold ~~Mineralization: Basement~~mineralization ~~rocks~~occurs as two basic types at Little Butte. ~~consist~~High ~~of Precambrian~~angle ~~age granite~~faults, ~~gneiss~~shear zones, and tostockworks a(as ~~lessor~~mentioned ~~extent,~~above) contain copper/gold mineralization in ~~schist~~the form of quartz-hematite-sulfide (oxidized) veinlets. ~~Tertiary~~This ~~age~~structure ~~sediments~~hosted ~~and~~mineralization ~~volcanics~~was ~~were~~slightly ~~deposited~~tested ~~on the~~by ~~Precambrian rocks beginning~~Tenneco ~~with~~whose astated ~~basal~~target ~~conglomerate~~was ~~derived~~actually ~~from~~flat lying detachment fault hosted gold. Scattered drilling in the granitic basement found several narrow intercepts of 0.01-0.08 oz/ton (0.34-2.7 g/t) gold.

~~Above~~Secondly, ~~the conglomerate~~copper/gold ismineralization aalso ~~thick~~occurs in ~~section~~arkose of ~~arkose-rich~~Tertiary ~~sediments~~age just above the contact with Precambrian granite. ~~This~~A 1988-91 gold exploration program by Homestake ~~section,~~found ~~which~~several ~~also~~potentially ~~contains~~ore ~~siltstone,~~grade ~~limestone~~drill ~~and~~intercepts a(best ~~few~~hole ~~tuffaceous~~contained ~~units~~21 ismeters averaging 0.127 oz/ton or 4.4 g/t) gold hosted ~~often~~by ~~calcareous~~the arkose. ~~The~~Several ~~arkosic~~other ~~portion~~+0.04 ofoz/ton ~~the~~(1.4 ~~section~~g/t) ~~hosts~~intercepts ~~the~~occur ~~bulk of~~across the ~~copper-gold~~tested area. The mineralization ~~tested~~is all oxide and appears to be heap leachable as shown by ~~Homestake~~the few bottle roll tests done.

~~Above~~No ~~the arkose-rich~~copper ~~section~~analysis ~~there~~of isdrill acuttings ~~rapid~~was ~~change~~done by toHomestake. ~~volcanic~~MinQuest, ~~dominated strata~~Inc. ~~Andesitic~~ toobtained ~~basaltic~~the ~~flows~~drilling pulps and ~~tuff~~have ~~are~~analyzed ~~interbedded~~some ~~with lesser~~holes ~~limestone,~~for ~~sandstone~~soluble copper. Of 11 holes studied, ~~shale~~scattered ~~and~~over ~~siltstone.~~nearly ~~Andesite~~3 tokm ~~rhyolite~~2, ~~dikes~~six ~~are common. All~~were offound ~~the~~to ~~above~~contain ~~rocks,~~greater ~~with~~than ~~the~~30 ~~possible~~meters ~~exception~~averaging ofgreater ~~some~~than 0.10 percent ~~younger~~acid ~~basalt~~soluble ~~flows~~copper. The ~~and~~best ~~mafic~~hole ~~dikes~~contains ~~are~~93 ~~altered~~meters byaveraging ~~the~~0.25 ~~mineralizing event~~percent copper.

~~Doming,~~Targets: The immediate ~~caused~~target byat ~~the~~Little ~~inferred~~Butte ~~emplacement~~is ofgold aassociated ~~Tertiary~~with ~~age~~arkosic ~~intrusive,~~sediments. The ~~has~~arkose ~~tilted~~hosted ~~older Tertiary~~mineralization ~~sediments~~discovered ~~and~~by ~~erosion~~ Homestake has ~~exposed~~a ~~Precambrian~~resource ~~basement rocks. This~~potential ~~doming~~of ~~has~~approximately a1.0 ~~northwest~~million ~~elongation~~ounces ~~parallel~~of toheap ~~the regional~~leachable ~~bedding~~grade ~~trend~~gold (+0.01 oz/ton). ~~Regionally~~Homestake tested only a small portion of the 13,000 ~~rocks~~feet ~~dip~~by ~~southwest~~6,500 ~~but~~feet ~~around the~~zone ~~dome~~which ~~rocks~~is ~~dip~~open ~~off~~ended. This oftarget is located peripheral to the ~~former~~altered ~~high~~quartz-hematite stockwork area. The ~~most~~same ~~prominent structures~~area ~~trend~~has ~~northwest,~~oxide ~~with~~copper ~~northeast~~potential ~~faults~~as ~~less~~shown ~~conspicuous~~above. ~~and~~Finding major ~~north-south~~feeder ~~faults~~structures, ~~common~~which ~~but~~channel ~~poorly~~mineralization ~~defined. The~~into ~~northwest~~the ~~and northeast~~arkose, ~~sets~~is ~~appear~~the key to befinding ~~tensional~~the ~~features~~targeted ~~while~~size ~~the~~and ~~north-south~~grade ~~set~~of ismineralization. The ~~strike~~area ~~slip~~known inas ~~origin.~~the ~~The~~Walker ~~northwest~~Patented ~~set~~Claims is(Walker ~~dominant,~~Target) ~~probably~~have ~~younger~~enough ~~than other~~historic ~~trends~~drilling ~~and~~to ~~may~~outline bea insmall ~~part~~shallow ~~post-mineral~~resource. ~~Rotation~~ ~~along half~~Fill-~~graben~~in and ~~faults~~extension isdrilling ~~evident~~of ~~especially~~this ~~along~~target ~~northwest~~is ~~trending~~the ~~faults~~initial inprogram ~~the northeastern~~planned ~~portion~~for of the ~~district~~property. ~~The~~ ~~north-south~~Past ~~and~~bottle ~~northeast~~roll metallurgy shows good gold ~~structure~~recoveries. This ~~sets~~is ~~appear~~an ~~most~~open ~~mineralized~~pit heap leach target that has room to grow.

~~Quartz-hematite-sulfide (oxidized)~~A ~~stockworks~~compilation ~~and~~of ~~sheeted~~all ~~vein~~available ~~structures~~work ~~are~~in ~~found within~~ the ~~granitic~~ ~~basement~~district ~~rocks~~shows ~~over~~copper-gold aoccurs ~~3,000~~within ~~feet~~a bylarge ~~4,000~~open-ended ~~feet area~~zone. A ~~recently completed~~central ~~study~~molybdenum ofanomaly ~~stockwork~~roughly ~~veining~~correlates ~~within~~with copper-gold ~~this~~bearing ~~area~~quartz-hematite-sulfide stockwork ~~shows~~veining ~~alteration~~ and ~~mineralization~~ ~~characteristic~~potassic ~~of a Grasberg style system~~alteration. ~~Early widespread~~This ~~intense~~same ~~potassic~~assemblage (Cu-Au-FeOx) ~~alteration~~ is ~~cut~~found byin ~~hematite~~a ~~veins~~number ~~and~~of ~~then~~world ~~by quartz~~class copper-~~sulfide~~gold ~~veins. Grab~~porphyries ~~samples~~throughout ~~used~~the inworld ~~the~~including ~~study~~Grasberg ~~and~~in ~~containing~~Indonesia. The ~~quartz-sulfide~~target ~~veins~~is ~~assayed~~copper-gold asin ~~high~~a aslarge ~~1.05~~stockwork ~~oz/t~~zone ~~(36~~associated ~~g/t) gold. Fluid~~with ~~inclusion~~a ~~temperatures~~Tertiary asage ~~well~~intrusive asat ~~the~~depth. The ~~lack~~strength of ~~skarn~~mineralization ~~indicates~~may ~~the~~increase ~~current~~as ~~level~~one ofapproaches ~~erosion is high in~~ the ~~mineralizing system~~intrusive. ~~The~~Although ~~gold~~no ~~seen~~skarns atare ~~surface~~present ~~could~~on bethe ~~leakage~~property, ~~from~~fluid ainclusion ~~much larger~~temperatures ~~mineralized~~of ~~cupola~~+250 ~~occurring~~o ~~above~~C anfor ~~intrusive~~quartz ~~body~~veins atindicate ~~depth.~~the ~~While~~Tertiary ~~the immediate~~intrusive related target is ~~the~~within ~~shallow~~a ~~sediment~~drillable ~~hosted~~depth. The Grasberg ~~mineralization,~~deposit atconsists ~~some~~of ~~point deeper~~1 ~~drilling~~billion ~~will~~tons begrading ~~needed~~1.4 topercent ~~test~~copper ~~the~~and ~~stockworks~~0.06 ~~and~~oz/ton ~~the~~gold. This ~~deep~~is an underground, ~~cupola~~block cavable target.

~~A detachment~~Mineral ~~fault~~Exploration ~~has~~Property ~~been~~- ~~documented~~USE ~~south~~1-4 ~~of the district. No associated mineralization has been found.~~Claims

~~Plotting of~~The ~~all~~Company ~~known~~has ~~rock~~decided ~~chip~~not ~~and~~to ~~drill~~pursue ~~hole geochemistry for~~ the ~~district~~USE ~~shows a distinct metal zonation. A molybdenum rich core (>50ppm) is surrounded by a generally northeast trending copper-gold zone where many samples average greater than 0.~~1 ~~% copper and 0.15 ppm gold. This zone as currently defined is 6,500 feet wide and 13,000 feet long. It is open ended. Anomalous lead~~-~~zinc-silver~~4 ~~is found south of the copper-gold zone~~claims. ~~Fluorite and barite are also common in the district, but insufficient analyses were conducted to determine their zonal pattern.~~

~~Copper-gold mineralization~~Item ~~occurs as two basic types at Little Butte~~3. ~~High~~Legal ~~angle faults, shear zones, and stockworks (as mentioned above) contain copper/gold mineralization in the form of quartz-hematite-sulfide (oxidized) veinlets~~Proceedings. This structure hosted mineralization was slightly tested by Tenneco whose stated target was actually flat lying detachment fault hosted gold. Scattered drilling in the granitic basement found several narrow intercepts of 0.01-0.08 oz/ton (0.34-2.7 g/t) gold.

~~Secondly, copper/gold~~The ~~mineralization~~Company ~~also~~is ~~occurs~~not incurrently ~~arkose~~a ofparty ~~Tertiary~~in ~~age just above the~~any ~~contact~~legal ~~with~~proceedings, ~~Precambrian~~and ~~granite. A~~there ~~1988-91~~has ~~gold~~been ~~exploration~~no ~~program by~~previous ~~Homestake~~bankruptcy, ~~found~~receivership, ~~several ore grade drill intercepts (best hole contained 21 meters averaging 0.127 oz/ton~~ or ~~4.4~~similar ~~g/t)~~proceedings ~~gold~~involving ~~hosted by~~ the ~~arkose. Several~~ ~~other +0~~Company.~~04 oz/ton (1.4 g/t) intercepts occur across the tested area. The mineralization is all oxide and appears to be heap leachable as shown by the few bottle roll tests done.~~

16Item 4. Submission of Matters to a Vote of Security Holders

~~No copper analysis of drill cuttings was done by Homestake~~None. MinQuest, Inc. obtained the drilling pulps and have analyzed some holes for for soluble copper. Of 11 holes studied, scattered over nearly 3 km2, 6 were found to contain greater than 30 meters averaging greater than 0.10 percent acid soluble copper. The best hole contains 93 meters averaging 0.25 percent copper.

~~Targets: The~~PART immediate target at Little Butte is gold associated with arkosic sediments. The arkose hosted mineralization discovered by Homestake has a resource potential of approximately 1.0 million ounces of heap leachable grade gold (+0.01 oz/ton). Homestake tested only a small portion of the 13,000 feet by 6,500 feet zone which is open ended. This target is located peripheral to the altered quartz-hematite stockwork area. The same area has oxide copper potential as shown above. Finding major feeder structures, which channel mineralization into the arkose, is the key to finding the targeted size and grade. The area known as the Walker Patented Claims (Walker Target) have enough historic drilling to outline a small shallow resource. Fill-in and extension drilling of this target is the initial program planned for the property. Past bottle roll metallurgy shows good gold recoveries. This is an open pit heap leach target that has room to grow.II

~~A compilation~~Item ~~of all available work in the district shows copper-gold occurs within a large open-ended zone~~5. A ~~central~~Market ~~molybdenum~~for ~~anomaly~~Registrant’s ~~roughly correlates~~Common ~~with~~Equity, ~~copper-gold~~Related ~~bearing~~Stockholder ~~quartz-hematite-sulfide stockwork veining~~Matters and ~~potassic~~Issuer ~~alteration. This~~Purchases ~~same assemblage (Cu-Au-FeOx) is found in a number~~ of ~~world~~Equity ~~class copper-gold porphyries throughout the world including Grassberg in Indonesia~~Securities. The target is copper-gold in a large stockwork zone associated with a Tertiary age intrusive at depth. The strength of mineralization may increase as one approaches the intrusive. Although no skarns are present on the property, fluid inclusion temperatures of +250o C for quartz veins indicate the Tertiary intrusive related target is within a drillable depth. The Grassberg deposit consists of 1 billion tons grading 1.4 percent copper and 0.06 oz/ton gold. This is an underground, block cavable target.

~~Mineral Exploration Property - USE 1-4 Claims~~General

WeThe ~~own~~Common ~~a 100%~~Stock ~~interest~~of ~~in four mineral claims known as~~ the ~~USE~~Company 1is ~~- 4 claims, which are~~currently ~~located~~traded inon ~~Esmeralda County in~~ the ~~west~~over- ~~central area of~~ the-counter ~~State~~Bulletin ofBoard ~~Nevada~~market, ~~approximately~~ 18and ~~air~~is ~~miles~~quoted ~~west~~under of the ~~town~~symbol ~~of Tonopah~~TUFF. ~~We purchased these claims from Western Minerals Inc., an unaffiliated third party.~~

~~The USE property consists of four contiguous, located, lode mineral claims, USE 1-4 comprising a total of 82.64 acres. The Company is the beneficial owner of the mineral claims.~~11

~~The mineral~~Market claim area is underlain by unconsolidated material comprised of desert wash, colluvium, alluvial and playa deposits of Quaternary period and immediately adjacent to the claim area on the south and west are Lower Paleozoic age meta-sediments and Mesozoic age plutonic rock units.Price

~~Immediately adjacent~~The tofollowing table sets forth the ~~mineral~~range ~~claims~~of onhigh and low closing bid prices per share of the ~~southeast~~Common Stock of the ~~observed~~Company ~~rock~~(reflecting ~~exposures reveal~~inter-dealer inprices ~~places low~~without ~~angle~~retail mark-up, ~~thrust~~mark-down ~~faulting~~or commission and may not represent actual transactions) for the periods indicated.

	High Closing Bid Price		Low Closing Bid Price
Year Ended September 30, 2010
1 ^st Quarter	$	N/A	$	N/A
2 ^nd Quarter	$	N/A	$	N/A
3 ^rd Quarter	$	0.31	$	0.14
4 ^th Quarter	$	0.31	$	0.11
	High Closing Bid Price		Low Closing Bid Price
Year Ending September 30, 2011
1 ^st Quarter	$	.21	$	.12
2 ^nd Quarter	$	.26	$	.13
3 ^rd Quarter	$	.26	$	.05
4 ^th Quarter	$	.11	$	.06

~~The underlying~~Stock ~~rock~~Transfer units exhibit a distinctive NW-SE trending aeromagnetic pattern that could indicate a response due to a rock contact. All of the mineral claim area is drift or overburden covered and offers exploration potential. The author feels that the potential exists for movement of mineralizing fluids to have impregnated these northeasterly to east-westerly trending zones. These fluids could emanate from deeper sources related to intrusive activity and travel along structurally prepared conduits in the underlying bedrock.Agent

The ~~mineral~~ ~~claim~~transfer isagent ~~favorably~~of ~~situated~~the ~~and~~Company ~~may~~is ~~require geophysical surveys to~~Empire ~~determine~~Stock inTransfer, ~~more~~1859 ~~detail~~Whitney ~~its~~Mesa ~~potential~~Dr ~~following~~Henderson, ~~the~~NV ~~initial prospecting~~89014, ~~mapping~~ ~~and~~Telephone ~~reconnaissance~~(702) ~~soil geochemistry program~~818-5898. ~~An exploratory drilling program could follow the Phase 1 and 2 surveys and be contingent upon positive results being obtained from the previous fieldwork.~~

~~The object of our initial exploration undertaking is to assess areas that may require more detailed investigations to assist in determining their economic significance~~Dividends

~~Property~~On ~~Description~~March ~~and~~18, 2011 the Company filed a certificate of change with ~~Location~~the ~~The~~Secretary ~~USE~~of ~~mineral~~State ~~claims~~of ~~consist~~the State of 4Nevada ~~located~~which ~~mineral~~increased ~~claims~~the ~~in one~~authorized ~~contiguous~~number of shares of common stock from 75,000,000 ~~2x2~~shares to ~~group that~~300,000,000 ~~are~~shares ~~listed~~$.001 aspar ~~follows:~~value.

~~The~~Following ~~USE~~a Directors’ resolution by ~~1-4~~written ~~mineral~~consent, ~~claims comprise~~the aCompany’s ~~total~~Board of ~~82.64~~Directors ~~acres.~~approved ~~The~~a ~~mineral~~4 ~~claim area~~for ~~may~~1 becommon ~~located~~stock onsplit ~~the~~effected ~~Esmeralda~~in ~~County~~the ~~1:250,000~~form ~~map~~of ~~sheet~~a ordividend of the ~~Weepah Quadrangle~~Company’s ~~71/2'~~issued ~~map~~and ~~sheet.~~outstanding Atcommon ~~the~~stock, ~~center~~effective ofMarch ~~the~~24, ~~property~~2011. ~~the~~The ~~latitude~~Company ishad ~~37° 57.600'~~59,876,667 Ncommon shares issued and outstanding prior to the ~~longitude~~stock-split isand ~~117°~~239,506,668 ~~31.000'~~common W.shares ~~The~~issued ~~USE~~and ~~1-4~~outstanding ~~mineral~~following ~~claims~~the ~~lie~~stock-split. ~~approximately~~The 18stock-split ~~air miles~~is ~~southwest~~presented ofretroactively ~~Tonopah, NV~~herein.

~~Accessibility,~~Item Climate, Local Resources, Infrastructure and Physiography: The USE property lies in the west central area of the State of Nevada southwest of the Town of Tonopah and is accessible from Highway 95 by traveling north of the Town for 34 miles to the Silver Peak cutoff (Nevada Highway 265)6. GoSelected ~~south~~Financial for 18 miles towards Silver Peak and turn to the east at the Weepah junction. Travel northeast for 3.4 miles to a fork in the road. Take the left fork and travel north for 5 miles to the canyon and another fork in the road. Take the left fork 7 miles to the north to the ghost town of Weepah and take the right fork to the east for 2 miles to a junction. Take the north fork for 5 miles to another fork and keep to the right (southwest) for one mile to the property.Data

The area experiences about 4" - 8" of precipitation annually of which about 20% may occur as a snow equivalent, this amount of precipitation suggests a climatic classification of arid to semi-arid. The summers can experience hot weather, middle 60's to 70's F° average with high spells of 100+F° while the winters are generally more severe than the dry belt to the west and can last from December through February. Temperatures experienced during mid-winter average, for the month of January, from the high 20's to the low 40's F° with low spells down to -20 F°.

	Year Ended			Year Ended
	September 30, 2011			September 30, 2010
Revenues	$	-		$	-
Mineral Explorations	$	440,123		$	227,454
General and administrative expense	$	202,532		$	139,154
Management fee - related-party	$	54,325		$	30,048
Advertising and marketing	$	72,910		$	35,234
Net loss	$	(769,890	)	$	(431,890	)
Net loss per share	$	(0.00	)	$	(0.01	)

~~The~~Item ~~Town of~~7. ~~Tonopah~~Management’s ~~offers~~Discussion ~~much of the necessary amenities required to base~~ and ~~carry-out an~~Analysis ~~exploration~~of ~~program~~Financial ~~(accommodations,~~Conditions ~~communications, equipment~~ and ~~supplies). Larger~~Results ~~or specialized equipment can be acquired in the City~~ of ~~Las Vegas lying 209 miles by paved road (Highway 95) to the south of Tonopah~~Operations.

~~Infrastructure such~~Plan asof ~~highways and secondary roads, communications, accommodations and supplies that are essential to carrying-out an exploration program are at hand in the Tonopah-Silver Peak areas.~~Operation

18As at September 30, 2011, we had a cash balance of $3,898. In order to meet our budgeted cash requirements over the next 12 months, we anticipate raising money from equity financing from the sale of our Common Stock, additional shareholder loan commitments and/or the sale of part of our interest in our mineral claims.

~~The~~If ~~USE property~~we ~~lies~~are not successful in ~~low~~raising ~~sloping~~additional financing, ~~terrain~~we anticipate that ~~occurs~~we onwill ~~the~~not ~~western~~be ~~flank~~able ofto ~~a moderately~~proceed ~~steep~~with ~~mountainous~~our ~~hill~~business plan. In ~~Much~~such ofa ~~this~~case, ~~area~~we ~~with~~may ~~many~~decide ~~broad~~to ~~open~~discontinue ~~valleys~~our current business plan and ~~spiney~~seek ~~mountain~~other ~~ridges~~business ~~hosts~~opportunities. Any ~~sagebrush~~business ~~and~~opportunity ~~other~~may ~~desert~~require ~~plants~~our onmanagement to perform ~~the~~diligence ~~low~~on ~~hill~~possible ~~slopes~~acquisition of additional resource properties. ~~Juniper~~Such ~~and~~due ~~pinon~~diligence ~~growing~~would ~~above~~likely 6include purchase investigation costs,~~500'~~ ~~with~~such ~~pinon~~as ~~becoming more~~professional ~~dominant~~fees atby ~~higher~~consulting ~~elevations.~~geologists, ~~The~~preparation ~~area~~of isgeological ~~arid.~~reports ~~Many~~on ~~intermittent~~the properties, ~~old~~conducting title ~~south~~searches ~~draining~~and ~~water~~travel ~~courses~~costs ~~traverse~~for ~~the~~site ~~area,~~visits. Our ~~but~~current ~~surface~~cash ~~water~~on ishand ~~very~~will ~~scarce~~not be sufficient to acquire any resource property and ~~potable~~additional ~~surface~~funds ~~water~~will ~~does~~be ~~not~~required ~~occur~~to close any possible acquisition. As ~~Drilling~~a ~~water~~reporting ~~would~~company, ~~have~~we will need to bemaintain ~~trucked~~our inperiodic ~~from~~filings ~~Silver~~with ~~Peak~~the appropriate regulatory authorities and will incur legal and accounting costs. If ~~Mining~~no ~~holds~~other ansuch opportunities ~~historical~~are available and ~~contemporary~~we ~~place~~cannot raise additional capital to sustain minimum operations, we may be forced to discontinue inbusiness. We ~~the~~do ~~development~~not have any specific alternative business opportunities in mind and ~~economic~~have ~~well~~not ~~being~~planned offor ~~the~~any ~~area~~such contingency.

The claim area ranges in elevation from 6,100' to 6,200' mean sea level. The physiographic setting of the property can be described as open desert in the valleys within a mosaic of north and northwest draining, dry watercourses that traverse the general area. The area has been surficially altered both by fluvial and wind erosion and the depositional (drift cover) effects of in-filling. Thickness of drift cover in the valleys may vary considerably.12

~~History:~~Based ~~The~~on ~~recorded mining~~the ~~history~~nature of ~~the~~our ~~general~~business, ~~area~~we ~~dates~~anticipate incurring ~~from~~operating ~~the~~losses ~~1860's~~in ~~when~~the ~~prospectors~~foreseeable ~~passed through heading north and west~~future. We ~~The~~base ~~many~~this ~~significant~~expectation, ~~lode~~in ~~gold~~part, ~~silver~~on ~~and other mineral product deposits developed in~~ the ~~area~~fact ~~was~~ that ofvery ~~the~~few ~~Weepah~~mineral claims ~~Camp~~ in ~~1904,~~ ~~Goldfield~~the ~~Camp,~~exploration ~~1905;~~stage ~~Coaldale,~~ultimately ~~coal~~develop ~~field,~~into ~~1913; Divide Silver Mining District~~producing, ~~1921~~profitable ~~and~~mines. Our ~~the~~future ~~Candalaria~~financial ~~silver-gold~~results ~~mine~~are ~~which operated as an~~also ~~underground~~uncertain ~~lode~~due ~~gold~~to ~~deposit~~a innumber ~~1922~~of ~~and~~factors, ~~again~~some inof ~~the~~which ~~1990's~~are asoutside anour ~~open~~control. These ~~cut, cyanide~~factors ~~heap~~include ~~leach~~the ~~operation.~~following:

~~Regional~~● ~~Geology:~~our ~~The regional~~ability ~~geology of Nevada is depicted as being underlain by all major types of rock units. These appear~~ to ~~range~~raise ~~from~~additional oldest to youngest in an east to west direction, respectively. The oldest units are found to occur in the southeast corner of the State along the Colorado River. The bedrock units exhibit a north-south fabric of alternating east-west ranges and valleys. This feature suggests W to E compression that has expression through low angle thrust faulting and bringing the older rock units into contact with the younger units as a detached assemblage. Faulting plays a large part in many areas of Nevada and an even larger part in the emplacement of mineral occurrences and ore bodies.funding;

~~The geology~~● ~~of Esmeralda County has been recognized to contain three unconformable assemblages;~~ the ~~older~~market ~~sedimentary~~price ~~and~~for ~~metamorphic~~minerals ~~units~~that ~~with~~may abe ~~mid-aged sedimentary~~found ~~and~~on ~~igneous assemblage and~~ the ~~youngest~~Little ~~volcanic-sedimentary assemblage.~~Butte ~~These~~mineral ~~major divisions are divided by unconformities, i.e. periods of age that are not represented or erosion gaps in the record.~~claims;

~~Local~~● ~~Geology: The local geology within~~ the ~~Weepah~~results ~~area~~of ~~appears~~our toproposed beexploration ~~represented~~programs byon ~~the~~our ~~older meta-sedimentary~~mineral ~~contacting~~properties; ~~with the younger Jurassic aged intrusive rock units. The youngest Post Plutonic assemblage occurs about the older rock units. Thrust faulting is evident in the area~~ and ~~may offer exploration potential.~~

~~Tertiary age~~● ~~volcano-sediments~~our ~~and~~ability ~~ash~~to ~~fall~~find ~~tuff~~joint ~~units~~venture ~~are~~partners ~~abundant~~for on the ~~west~~development ~~side~~ of ~~the~~ ~~Weepah~~our ~~hills.~~property ~~Much of the area has very young unconsolidated cover on the flanks of many of the hills and older stream courses.~~interests

~~Property Geology: The~~Due ~~geology~~to ofour ~~the~~lack ~~USE~~of ~~property~~operating ~~area~~history ~~may~~and ~~be described as~~present ~~being~~inability ~~covered~~to bygenerate ~~Quaternary age desert wash~~revenues, ~~collovium,~~our ~~alluvium~~auditors ~~and~~have ~~playa deposits~~stated ~~and~~in ~~immediately~~their ~~adjacent~~opinion tothat ~~the~~there ~~claim~~currently ~~area~~exists ~~are~~substantial ~~surrounding~~doubt ~~Lower~~about our ~~Paleozoic~~ability ~~age~~to ~~meta-sediments~~continue ~~and~~as ~~Mesozoic~~a ~~age~~going ~~intrusive rock (plutonic) units~~concern.

19Results of Operation

~~This young~~The ~~covered~~Company ~~westerly~~did ~~sloping~~not ~~area~~have ~~occurs~~any ~~within~~operating arevenues or income ~~larger~~from ~~surrounding~~the ~~area~~inception ~~of rock~~(July ~~exposure~~26, ~~and~~2007) ~~known~~through ~~mineral~~September ~~occurrences~~30, on2011. For the ~~northern~~period ~~flank~~from ofinception, ~~the~~July ~~Weepah~~26, ~~Hills~~2007, ~~exhibiting~~through athe ~~good~~year ~~geological~~ended ~~setting~~September ~~and~~30, an2011, ~~excellent~~the ~~target~~Company ~~area~~recognized inan ~~which~~accumulated loss of $1,266,976. Expenses tofor ~~conduct~~the ~~mineral~~year were comprised of costs mainly associated with exploration, legal, accounting and office expenses.

~~Thrust faulting~~Revenues: isThe ~~evident~~Company ~~within~~did ~~the~~not ~~adjacent~~have ~~area~~any revenues onduring the ~~north~~fiscal ~~side~~years ofended ~~the~~September ~~mineral claims.~~30, ~~Many~~2011 ~~more~~and 2010. ~~areas~~The ~~exhibiting~~mining ~~thrusting~~claims ~~are~~have ~~evident~~not onbeen ~~the~~developed ~~flanks~~nor ofhave ~~the~~any ~~alluvial~~production ~~covered~~operations ~~valleys~~been ~~particularly~~conducted on the ~~north-east~~mining ~~and~~claims ~~south sides~~ of the ~~Weepah~~ ~~Hills mineral occurrences or structurally prepared bedrock should be sought after in those areas~~Company.

~~Deposit~~Mineral ~~Type~~Exploration: The ~~deposit~~ ~~types~~Company ~~that~~currently has ~~are~~one ~~found~~mining ~~occurring~~claim ~~in the regional area~~ and ~~the~~has ~~more localized~~conducted ~~areas~~preliminary ~~vary~~mining ~~considerably.~~exploration ~~Silver~~testing and ~~gold~~evaluation ~~quartz~~of ~~veins~~its ~~predominate at Tonopah~~claim. ~~Some~~During of the ~~most~~fiscal ~~productive veins represent the silicification and~~year ~~replacement~~ended ofSeptember ~~sheeted zones of trachyte that was originally marked by close-set parallel fractures~~30, ~~but not faulting. The two hosts of mineralized quartz veins are 1) older pre-Tertiary volcanic rocks~~2011, ~~i.e.~~the ~~Silver~~Company ~~Peak~~incurred ~~(Mineral Ridge area)~~$440, ~~Weepah~~123 ~~and~~for ~~Hornsilver~~geological ortesting ~~2) Tertiary rhyolite host rocks that occur at Tonopah~~ and ~~other~~evaluation, ~~younger~~compared ~~volcanic~~to ~~rocks~~$227,454 ~~i.e.~~during ~~Goldfield and Divide. Base metal deposits are more commonly of interest now than in~~ the ~~past and may be sought in the~~ ~~general~~fiscal ~~area.~~year ~~The~~ended ~~industrial~~September ~~mineral~~30, ~~barite~~2010, ~~that~~an isincrease ~~observed~~of ~~to occur either in vein or bedded types have been recognized in close proximity to the mineral claim area~~$212,669.

~~The~~General ~~base~~ and ~~precious~~Administrative ~~metal~~Expenses: During ~~deposit~~the ~~types~~fiscal ~~that~~year ~~historically~~ended ~~predominate~~September in30, 2011, the Company incurred general and administrative expenses of $202,532, compared ~~area~~to ~~are~~$139,154 asduring the ~~copper-gold~~fiscal oryear ~~copper-molybdenum~~ended ~~porphyry~~September ~~occurrences~~30, ~~with peripheral~~2010, ~~base~~an increase of $63,378. General and ~~precious~~administrative ~~metal~~expenses ~~occurrences~~were asincurred primarily ~~veins~~for ~~and/or~~accounting ~~contact~~services, ~~zones~~legal ~~of mineralization~~services, office expenses and travel.

~~Geophysical~~Management Fee – Related-Party: ~~techniques~~During ~~may~~the befiscal ~~most~~year ~~effective~~ended inSeptember 30, 2011, the ~~covered~~Company ~~areas~~incurred asmanagement fee from a ~~follow-up~~related party of $54,325, compared to $30,048 during the ~~prospecting~~ ~~and~~fiscal ~~soil~~year ~~sampling~~ended ~~program~~September 30, 2010, an increase of $24,277.

~~Mineralization:~~Advertising Byand Marketing Expenses: ~~far~~During the ~~largest~~fiscal ~~production~~year inended September 30, 2011, the ~~County~~Company ~~comes~~incurred ~~from~~advertising ~~the~~and ~~vein-type~~marketing expenses of ~~gold~~$72,910, ~~and~~compared to ~~silver~~$35,234 ~~occurrences~~during inthe ~~quartz~~fiscal ~~fissures~~year inended ~~either~~September ~~pre-Tertiary~~30, ~~volcanic~~2010, ~~or Tertiary~~an ~~volcanic~~increase ~~host~~of ~~rocks~~$37,676.

~~Geophysics~~Net ~~of the USE 1-4 Mineral Claims~~Loss: The ~~aeromagnetic~~Company ~~results~~incurred ~~are from~~ a ~~survey after U.S.G.S.~~net ~~map~~loss ~~GP-753.The~~of ~~USE~~$769,890 ~~property~~during isits ~~seen~~fiscal toyear ~~lie~~ended inSeptember an30, ~~area~~2011, ofcompared to a ~~distinctive~~net ~~NW-SE aeromagnetic~~loss ~~trend. The moderately strong changes in gradient~~ of ~~the aeromagnetic~~$431,890 ~~contours~~during in the ~~claim~~fiscal ~~area~~year ~~suggests~~ended September ~~changes~~30, ~~that~~2010, ~~may~~an beincrease ~~related~~of ~~to a~~$338,000. ~~geological~~The ~~rock~~increase ~~contact.~~in Inthe ~~this~~net ~~area,~~loss ~~ground~~of ~~geophysical~~the ~~surveys~~Company ~~may~~was ~~add~~attributable ~~more detail~~ to ~~our~~additional ~~understanding~~exploration costs of ~~the~~its ~~possible~~mining ~~potential~~claim ofand ~~the~~other ~~mineral claims~~operating costs.

~~Geochemistry~~Liquidity of the USE 1-4 Mineral Claims: To the best of the authors' knowledge, the USE 1-4 property may not have undergone any detailed ground exploration work including geochemistry which may have usefulness in this area. Although much surface hand trenching has been performed in both the regional and ~~local~~Capital ~~areas. The author favors some mobile metal ion (MMI) soil sampling and very selective, total digestion method followed by a sensitive trace element analyses.~~Resources

~~Drilling:~~At NoSeptember ~~drilling~~30, ~~appears~~2011, the Company had limited tocapital ~~have~~resources ~~taken~~and ~~place~~will onrely upon the ~~area~~issuance ~~covered~~of bycommon ~~the~~stock ~~USE~~and ~~1-4 mineral~~additional capital contributions from shareholders to fund ~~claims~~future exploration and administrative expenses pending full implementation of the Company’s business model.

20On April 26, 2010, the Company closed a private placement of 2,000,000 units at $.25 per unit for a total offering price of $500,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consisted of one share of Common Stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.375 per share commencing April 26, 2010, and expire on April 26, 2012.

~~Sample~~On ~~Method~~November ~~and Approach:~~4, ~~Standard sampling methods are utilized~~2010, ~~for~~the ~~example~~Company asold ~~rock~~666,668 ~~sample~~shares ~~would~~of becommon ~~acquired~~stock ~~from~~for ~~the~~$100,000 ~~rock exposure~~ with a ~~hammer.~~warrant ~~The~~to ~~sample~~purchase ~~will be~~666,668 ~~roughly~~additional ~~2”x2”x2”~~shares of ~~freshly~~Common ~~broken~~Stock ~~material.~~at ~~The~~an ~~sample~~exercise ~~grid~~price ~~location~~of ~~correlated~~$.25 ~~with~~per ~~global~~share ~~positioning~~that ~~system~~expires ~~(GPS)~~on ~~location~~November ~~will~~4, ~~be marked in the logbook after a sample number has been assigned~~2012. The ~~sample~~units ~~number~~were ~~would~~offered ~~be impressed~~by onthe anCompany ~~aluminum~~pursuant ~~tag~~to ~~and~~an onexemption afrom ~~flagging~~registration pursuant ~~that~~to ~~will~~regulation beS ~~affixed~~under at the ~~sample~~ ~~site~~Securities ~~for~~Act ~~future~~of ~~location~~1933, as amended.

~~As exploration~~On ~~work~~December ~~could~~1, be2010, ~~conducted~~the ~~and~~Company ~~assessed~~sold 333,332 shares aof ~~decision~~common ~~would~~stock befor ~~made~~$50,000 aswith ~~to its~~a ~~importance~~warrant ~~and~~to ~~priority.~~purchase ~~The~~333,332 ~~next~~additional ~~phase~~shares of ~~work~~Common ~~will~~Stock beat ~~determined~~an byexercise ~~the~~price of ~~results~~$.25 ~~from~~per ~~the~~share ~~preceding~~that ~~one.~~expires Aton ~~this~~November ~~point~~4, it2012. isThe ~~necessary~~units were offered by the Company pursuant to ~~suggest~~an ~~that~~exemption afrom registration ~~three~~pursuant ~~phase~~to ~~exploration~~regulation ~~approach~~S beunder ~~recommended~~the Securities Act of 1933, as amended.

~~Mineral Processing and Metallurgical Testing: No mineral processing or metallurgical testing analyses have been carried- out on the USE property.~~13

~~Mineral~~On ~~Resource~~February ~~and~~9, ~~Mineral Reserve~~2011, ~~Estimates:~~the NoCompany ~~mineralization~~closed ~~has~~a ~~been encountered to date by the~~private ~~author~~placement ~~and no calculation~~ of ~~any reliable mineral resource or reserve~~1, ~~conforming to currently accepted standards~~066,668 ~~could~~common beshares ~~undertaken~~ at ~~this time~~$. ~~The~~1875 ~~Company~~per ~~believes~~share ~~that~~for ~~the~~a ~~known~~total ~~mineralization~~offering ~~encountered~~price ~~to date in neighboring areas is possibly indicative~~ of ~~a Commercially vital mineralized system in the mineral claim area~~$200,000. The ~~drift~~shares ~~covered~~were ~~parts~~offered ofby the ~~property offer~~ ~~good~~Company ~~exploration~~pursuant ~~areas~~to ~~because~~an ofexemption ~~the~~from ~~possibility~~registration ofpursuant ~~mineralization,~~to ~~good geological~~Regulation ~~setting~~S ~~and~~under ~~generally~~the aSecurities ~~lack~~Act of ~~exploration testing. Also~~1933, ~~remote sensing such~~ as ~~the~~amended. ~~aeromagnetic~~The ~~survey may indicate possible exploration areas~~private ofplacement ~~interest~~was ~~within~~fully ~~the~~subscribed ~~USE~~by 1a non-4U.S. ~~mineral claims~~corporation.

~~Prospecting, mapping~~On ~~and~~March a18, ~~reconnaissance~~2011, ~~geochemical soil survey of~~ the ~~claim area is expected to be undertaken if and when the~~ Company isfiled in a ~~position~~certificate of tochange dowith ~~so.~~the ~~The following~~Secretary ~~two~~of ~~phase~~State ~~exploration~~of ~~proposal~~the ~~and~~State ~~cost~~of ~~estimate~~Nevada iswhich ~~being~~increased ~~considered with~~ the ~~understanding~~authorized ~~that~~number ~~consecutive~~of ~~exploration~~shares ~~phases~~of ~~are~~common ~~contingent~~stock ~~upon~~from ~~positive~~75,000,000 ~~results~~shares ~~being~~to ~~obtained~~300,000,000 ~~from~~shares, ~~each~~$.001 ~~preceding~~par ~~phase:~~value.

21The Company’s Board of Directors approved a 4 for 1 common stock split effected in the form of a dividend of the Company’s issued and outstanding common stock, effective March 24, 2011. The Company had 59,876,667 common shares issued and outstanding prior to the stock-split and 239,506,668 common shares issued and outstanding following the stock-split. The stock-split is presented retroactively herein.

Phase 1
Detailed prospecting, mapping and MMI soil geochemistry. This program is expected to take 30-45 days to complete including turnaround time on the analyses that are conducted in Australia. The estimated cost for this all inclusive program is	$	8,000
Phase 2
Magnetometer and VLF electromagnetic or other geophysical grid-controlled surveys over the areas of interest determined by the Phase 1 survey. This program is expected to take one month to complete. Included in this estimated cost are transportation, accommodation, board, grid installation, the geophysical surveys, maps and report		9,000
Total	$	17,000

On April 8, 2011, the Company closed a private placement of 1,500,000 units at $.20 per unit for a total offering price of $300,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.25 per share and expire on April 15, 2013. The private placement was fully subscribed by a non-U.S. corporation.

~~Recommended~~On ~~Drilling:~~September 19, 2011, the Company closed a Noprivate ~~recommendations~~placement of 866,666 units at $.09 per unit for ~~drilling~~a ontotal ~~the~~offering ~~USE~~price ~~1-4~~of ~~mineral~~$78,000. ~~claims~~The ~~can~~units bewere oroffered ~~has~~by ~~been~~the Company orpursuant ~~has~~to ~~been~~an ~~made~~exemption atfrom ~~this~~registration ~~time~~pursuant to Regulation S under the Securities Act of 1933, as amended. IfEach unit consists of one share of common stock of the ~~exploration~~Company ~~were~~and toone ~~proceed~~non-transferable ~~through~~share ~~Phase~~purchase warrant. The warrants are exercisable at a 2price ~~this~~of ~~decision~~$.11 ~~could~~per ~~possibly~~share ~~then~~and beexpire ~~made~~on September 12, 2012. The private placement was fully subscribed to by a non-U.S. corporation.

~~The~~On November 3, 2011, the Company closed a private placement of 2,000,000 units at $.05 per share for a total offering price of $100,000. The units were offered by the Company ~~has~~pursuant to ~~decided~~an ~~not~~exemption from registration pursuant to ~~pursue~~Regulation S under the ~~USE~~Securities 1Act of 1933, as amended. The private placement was fully subscribed by a non-4U.S. ~~claims~~corporation.

~~Item 3. Legal~~Critical ~~Proceedings.~~Accounting Policies

The Company’s isfinancial ~~not~~statements ~~currently~~and related apublic ~~party~~financial information are based on the application of accounting principles generally accepted in ~~any~~the ~~legal~~United ~~proceedings~~States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and ~~there~~subjective ~~has~~interpretations ~~been~~of noaccounting ~~previous~~principles ~~bankruptcy~~that have an impact on the assets, ~~receivership~~liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or ~~similar~~conditions. We ~~proceedings~~continue ~~involving~~to monitor significant estimates made during the preparation ~~Company~~of our financial statements.

~~Item~~Our significant accounting policies are summarized 4in Note 2 of our financial statements. While ~~Submission~~all these significant accounting policies impact its financial condition and results of ~~Matters~~operations, the Company’s views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a ~~Vote~~greater degree of ~~Security~~judgment ~~Holders~~and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

~~None~~Item 7(A). Quantitative and Qualitative Disclosures About Market Risk.

22Not Applicable

~~PART II~~Item 8. Financial Statements and Supplementary Data

~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~14

~~General~~LBB & ASSOCIATES LTD., LLP

~~The Common~~10260 ~~Stock~~Westheimer ~~of the Company is currently traded on the over-the-counter Bulletin Board market~~Road, ~~and~~Suite ~~is quoted under the symbol TUFF.~~310

~~Market Price~~Houston, TX 77042

~~The following~~Phone: ~~table sets forth the range of high and low closing bid prices per share of the Common Stock of the Company~~ (~~reflecting~~713) ~~inter~~800-~~dealer~~4343 ~~prices~~Fax: ~~without retail mark-up, mark-down or commission and may not represent actual transactions~~(713) ~~for the periods indicated.~~456-2408

	High Closing Bid Price		Low Closing Bid Price
Year Ended December 31, 2009
3 rd Quarter(1)	$	None	$	None
4 th Quarter	$	None	$	None
	High Closing Bid Price		Low Closing Bid Price
Year Ending December 31, 2010(1)
1 st Quarter	$	0.58	$	0.50
2 nd Quarter	$	1.21	$	0.55
3 rd Quarter	$	1.24	$	0.47
4 th Quarter (through Dec.31, 2010)	$	0.88	$	0.46

Report of Independent Registered Public Accounting Firm

~~(1) There~~To ~~was no trading in~~ the ~~Common~~Board ~~Stock~~ of ~~the~~Directors ~~Company until September 19, 2009 when trading commenced on the over-the- counter bulletin board market.~~of

~~Stock~~Tuffnell ~~Transfer Agent~~Ltd.

~~The transfer~~(An ~~agent~~Exploration ofStage ~~the~~ Company ~~is Empire Stock Transfer, 1859 Whitney Mesa Dr Henderson, NV 89014. Telephone (702~~) ~~818-5898.~~

23Phoenix, Arizona

NoWe have audited the accompanying balance sheets ~~Dividends~~of Tuffnell Ltd. (the “Company”) as of September 30, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and for the period from July 26, 2007 (inception) through September 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company ~~has~~is not ~~declared~~required orto ~~paid~~have, ~~any~~nor ~~dividends~~were onwe engaged to perform, an audit of its ~~Common~~internal ~~Stock~~control ~~and~~over ~~presently~~financial reporting. Our ~~does~~audits ~~not~~included ~~expect~~consideration toof ~~declare~~internal orcontrol ~~pay~~over ~~any~~financial ~~such~~reporting ~~dividends~~as a basis for designing audit procedures that are appropriate in the ~~foreseeable~~circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control ~~future~~over financial reporting. ~~The~~ Accordingly, ~~Company~~we ~~has~~express ~~not~~no ~~yet~~such ~~formulated~~opinion. An aaudit ~~future~~also ~~dividend~~includes ~~policy~~examining, on a test basis, evidence supporting the amounts and disclosures in the ~~event~~financial ~~restrictions~~statements, onassessing ~~its~~the ~~ability~~accounting toprinciples ~~pay~~used ~~dividends~~and ~~are~~significant ~~created~~estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Item~~In our opinion, the financial statements referred 6to above present fairly, in all material respects, the financial position of Tuffnell Ltd. ~~Selected~~ ~~Financial~~as ~~Data~~of September 30, 2011 and 2010, and the results of its operations and its cash flows for each of the years then ended and for the period from July 26, 2007 (inception) through September 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

	Year Ended			Year Ended
	September 30, 2010			September 30, 2009
Revenues	$	0		$	0
Mineral Explorations	$	227,454		$	800
General and administrative expense	$	204,436		$	47,395
Net loss	$	(431,890	)	$	(48,195	)
Net loss per share	$	(0.01	)	$	(0.00	)

As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2012 raise substantial doubt about its ability to continue as a going concern. The 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Item 7. Management’~~/s/ ~~Discussion~~LBB ~~and Analysis of Financial Conditions and~~& ~~Results~~Associates ~~of Operations~~Ltd., LLP

~~Plan~~LBB & Associates ofLtd., ~~Operation~~LLP

~~As at September 30~~Houston, 2010, we had a cash balance of $79,150. In order to meet our budgeted cash requirements over the next 12 months, we anticipate raising money from equity financing from the sale of our Common Stock, additional shareholder loan commitments and/or the sale of part of our interest in our mineral claims.Texas

IfJanuary ~~we are not successful in raising additional financing~~11, ~~we anticipate that we will not~~ be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities. Any business opportunity may require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs, such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits. Our current cash on hand will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition. As a reporting company, we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. If no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.2012

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include the following:15

·TUFFNELL ~~our ability to raise additional funding;~~LTD.

·(An ~~the~~Exploration ~~market~~Stage ~~price for minerals that may be found on the Little Butte mineral claims;~~Company)

24BALANCE SHEETS

· the results of our proposed exploration programs on our mineral properties; and

	September 30, 2011			September 30, 2010

ASSETS
Current assets:
Cash	$	3,898		$	79,150

Prepaid deposits		—			5,330

Total current assets		3,898			84,480

Capital assets:

Mineral property interests		69,261			39,261

Total assets	$	73,159		$	123,741

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

Accounts payable	$	22,603		$	29,351

Notes payable – Related party		—			57,576

Total current liabilities		22,603			86,927

Total liabilities		22,603			86,927

Commitments

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 300,000,000 shares authorized, 241,873,334 and 237,440,000 shares issued and outstanding at September 30, 2011 and 2010, respectively		241,873			237,440

Additional paid-in capital		1,075,659			296,460

Deficit accumulated during the exploration stage		(1,266,976	)		(497,086	)

Total stockholders' equity		50,556			36,814

Total liabilities and stockholders' equity	$	73,159		$	123,741

·The ~~our~~accompanying ~~ability~~notes toare ~~find~~an ~~joint~~integral ~~venture partners for the development~~ part of ~~our~~these ~~property~~financial ~~interests~~statements.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated in their opinion that there currently exists substantial doubt about our ability to continue as a going concern.16

~~Results of~~TUFFNELL ~~Operation~~LTD.

~~The Company did not have any operating revenues or income from the inception~~ (~~July~~An ~~26,~~Exploration ~~2007)~~Stage ~~through September 30, 2010. For the period from inception, July 26, 2007 through the year ended September 30, 2010, the~~ Company recognized a net cumulative loss of $497,086. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with exploration, legal, accounting and office expenses.)

~~Revenues:~~STATEMENTS ~~The~~OF Company did not have any revenues during the fiscal years ended September 30, 2010 and 2009. The mining claims have not been developed nor have any production operations been conducted on the mining claims of the Company.OPERATIONS

~~Mineral~~For ~~Exploration: The Company has acquired two mining claims and has conducted preliminary mining exploration testing and evaluation of its claims. During~~ the ~~fiscal~~years ~~year~~ ended September 30,~~2010,~~ ~~the~~2011 ~~Company incurred $227,454 for geological testing~~ and ~~evaluation,~~2010 ~~compared~~and ~~to $800 during~~ the ~~fiscal~~period ~~year ended September 30,2009, an increase of $226,654.~~from

~~General~~July ~~and Administrative Expenses: During the fiscal year ended September 30~~26, ~~2010,~~2007 ~~the~~(inception) ~~Company incurred~~through ~~general and administrative expenses of $204,436, compared to $47,395 during the fiscal year ended~~ September 30,~~2009,~~ ~~an increase of $157,041. General and administrative expenses were incurred primarily for accounting services, legal services, office expenses and travel.~~2011

Net Loss: The Company incurred a net loss of $431,890 during its fiscal year ended September 30, 2010, compared to a net loss of $48,195 during the fiscal year ended September 30, 2009, an increase of $383,695. The increase in the net loss of the Company was attributable to the acquisition of mining claims and the cost of becoming a registered public company and compliance with reporting and other requirements of a reporting company under the Securities Exchange Act of 1934.

	Year ended			Year ended			Inception through
	September 30, 2011			September 30, 2010			September 30, 2011

Costs and expenses:

Mineral exploration	$	440,123		$	227,454		$	671,877

General and administrative		202,532			139,154			402,582

Management fee – related-party		54,325			30,048			84,373

Advertising and marketing		72,910			35,234			108,144

Total expenses		769,890			431,890			1,266,976

Loss from operations		769,890			431,890			1,266,976

Net loss	$	(769,890	)	$	(431,890	)	$	(1,266,976	)

Net loss per share:

Basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average shares outstanding:

Basic and diluted		239,599,088			59,720,274

~~Liquidity~~The accompanying notes are an integral part ~~and~~of ~~Capital~~these ~~Resources~~financial statements.

At September 30, 2010, the Company had limited capital resources and will rely upon the issuance of Common Stock and additional capital contributions from shareholders to fund future exploration and administrative expenses pending full implementation of the Company’s business model.17

OnTUFFNELL ~~April 26, 2010, the Company closed a private placement of 500,000 units at $1~~LTD.00 per unit for a total offering price of $500,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consisted of one share of Common Stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $1.50 per share commencing April 26, 2010, and expire on April 26, 2012.

25(An Exploration Stage Company)

~~Critical Accounting~~STATEMENTS ~~Policies~~OF STOCKHOLDERS' EQUITY (DEFICIT)

~~The Company’s~~Period ~~financial~~from ~~statements~~July ~~and~~26, ~~related~~2007 ~~public financial information are based on the application of accounting principles generally accepted in the United States~~ (~~“GAAP”~~Inception)~~. GAAP~~ ~~requires the use of estimates;~~through ~~assumptions,~~September ~~judgments and subjective interpretations of accounting principles that have an impact on the assets~~30, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.2011

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, the Company’s views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

								Deficit
	Common stock							accumulated
					Additional			during the
					paid-in			exploration
		Shares		Amount		capital			stage			Total

Issuance of common stock for cash		—	$	—	$	—		$	—		$	—

Net loss		—		—		—			—			—

Balance, September 30, 2007		—		—		—			—			—

Issuance of common stock for cash		126,000,000		126,000		(122,500	)		—			3,500

Net loss		—		—		—			(17,001	)		(17,001	)

Balance, September 30, 2008		126,000,000		126,000		(122,500	)		(17,001	)		(13,501	)

Issuance of common stock for cash		109,440,000		109,440		79,040			—			30,400

Net loss		—		—		—			(48,195	)		(48,195	)

Balance, September 30, 2009		235,440,000		235,440		(201,540	)		(65,196	)		(31,296	)

Issuance of common stock for cash		2,000,000		2,000		498,000			—			500,000

Net loss		—		—		—			(431,890	)		(431,890	)

Balance, September 30, 2010		237,440,000		237,440		296,460			(497,086	)		36,814

Issuance of common stock for cash		4,433,334		4,433		723,567			—			728,000

Forgiveness of debt		—		—		55,632			—			55,632
									—
Net loss		—		—		—			(769,890	)		(769,890	)

Balance, September 30, 2011		241,873,334	$	241,873	$	1,075,659		$	(1,266,976	)	$	50,556

~~Item 7(A).~~The ~~Quantitative~~accompanying ~~and~~notes ~~Qualitative~~are ~~Disclosures~~an ~~About~~integral ~~Market~~part of ~~Risk~~these financial statements.

~~Not Applicable~~18

26TUFFNELL LTD.

~~Item 8. Financial~~(An ~~Statements~~Exploration ~~and~~Stage ~~Supplementary Data~~Company)

~~Report~~STATEMENTS ofOF ~~Independent Registered~~CASH ~~Public Accounting Firm~~FLOWS

ToFor the ~~Board~~ ofyears ~~Directors~~ended ofSeptember 30, 2011 and 2010 and

~~Tuffnell~~the period from July 26, 2007 (Inception) ~~Ltd.~~through September 30, 2011

(An Exploration Stage Company)

	Year ended			Year ended			Inception through
	September 30, 2011			September 30, 2010			September 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(769,890	)	$	(431,890	)	$	(1,266,976	)

Adjustment to reconcile net loss to cash used in operation activities:

Net change in:

Prepaid deposits		5,330			(5,330	)		—

Accounts payable		(6,748	)		29,351			22,603

CASH FLOWS USED IN OPERATING ACTIVITIES		(771,308	)		(407,869	)		(1,244,373	)

CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of mineral property interests		(30,000	)		(39,261	)		(69,261	)

CASH FLOWS USED IN INVESTING ACTIVITIES		(30,000	)		(39,261	)		(69,261	)

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash received from the sale of common stock		728,000			500,000			1,261,900

Shareholder advances, net		(1,944	)		25,836			55,632

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		726,056			525,836			1,317,532

NET CHANGE IN CASH		(75,252	)		78,706			3,898

Cash, beginning of period		79,150			444			—

Cash, end of period	$	3,898		$	79,150		$	3,898

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid on interest expenses	$	—		$	—			—

Cash paid for income taxes	$	—		$	—		$	—

Non-Cash transactions:
Forgiveness of debt	$	55,632		$	—		$	55,632

~~London,~~The accompanying notes are an integral part ~~United~~of ~~Kingdom~~these financial statements.

We have audited the accompanying balance sheets of Tuffnell Ltd. (the “Company”) as of September 30, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and for the period from July 26, 2007 (inception) through September 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.19

~~We conducted~~TUFFNELL ~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~LTD. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tuffnell Ltd. as of September 30, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and for the period from July 26, 2007 (~~inception)~~An ~~through September~~Exploration ~~30,~~Stage ~~2009, in conformity with accounting principles generally accepted in the United States of America.~~Company)

~~As discussed~~NOTES inTO ~~Note~~THE 1FINANCIAL to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2011 raise substantial doubt about its ability to continue as a going concern. The 2010 financial statements do not include any adjustments that might result from the outcome of this uncertainty.STATEMENTS

~~LBB~~September ~~& Associates Ltd.~~30, ~~LLP~~2011

~~Houston, Texas~~Note 1 Nature and Continuance of Operations

~~January~~Tuffnell 6Ltd. (the “Company”), ~~2011~~was incorporated in the State of Nevada on July 26, 2007. The Company is an Exploration Stage Company as defined by Guide 7 of the Securities Exchange Commission’s Industry Guide and ASC Topic 915-10 “Development Stage Entities”., and is in the process of exploring and evaluating its mineral properties and determining whether they contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production or proceeds from the disposition of all or part of its mineral properties.

27On February 26, 2010, the Company’s principal shareholder entered into a stock purchase agreement which provided for the sale of 126,000,000 shares of common stock of the Company to George Dory. Effective February 26, 2010, Mr. Dory was appointed President, Treasurer, Secretary and Director of the Company. On August 29, 2011 Mr. George T. Dory resigned as President, Treasurer, Secretary and Director of Tuffnell Ltd. (“the Company”). From February 26, 2010 to August 29, 2011, Mr. Dory was paid $4,000 per month for his services to the Company.

~~TUFFNELL~~On August 29, 2011, Mr. Robert D. Coale was appointed President, ~~LTD~~Treasurer, Secretary and Director of the Company. Mr. Coale is paid on an hourly basis for his services to the Company.

~~(An Exploration~~Going ~~Stage Company)~~Concern

~~BALANCE~~The ~~SHEETS~~Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred a net operating loss of $1,266,976 from inception through September 30, 2011. The Company has not commenced its operations, rather, still in the development stages, raising substantial doubt about the Company’s ability to continue as a going concern.

	September 30, 2010			September 30, 2009
ASSETS
Current assets:
Cash	$	79,150		$	444
Prepaid deposits		5,330			-
Total current assets		84,480			444
Capital assets:
Mineral property interests		39,261			-
Total assets	$	123,741		$	444
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	29,351		$	-
Notes payable – Related party		57,576			31,740
Total current liabilities		86,927			31,740
Total liabilities		86,927			31,740
Commitments
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 75,000,000 shares authorized, 59,360,000 and 58,860,000 shares issued and outstanding at September 30, 2010 and 2009, respectively		59,360			58,860
Additional paid-in capital		474,540			(24,960	)
Deficit accumulated during the exploration stage		(497,086	)		(65,196	)
Total stockholders' equity (deficit)		36,814			(31,296	)
Total liabilities and stockholders' equity (deficit)	$	123,741		$	444

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ~~accompanying~~ability ~~notes~~of ~~are~~the anCompany ~~integral~~to ~~part~~continue ofas a going concern is dependent upon its ability to successfully accomplish the ~~these~~plans ~~financial~~described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

28Note 2 Summary of Significant Accounting Policies

~~TUFFNELL~~The financial statements have, in management's ~~LTD.~~opinion, been properly prepared within the framework of the significant accounting policies summarized below:

~~(An Exploration~~Use ~~Stage~~of ~~Company)~~estimates

~~STATEMENTS~~The preparation of financial statements in OFconformity ~~OPERATIONS~~with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

~~For the~~Cash ~~years ended September 30, 2010~~ and ~~2009~~cash ~~and the period from~~equivalents

~~July~~Cash and cash equivalents include interest ~~26,~~bearing ~~2007~~and ~~(inception)~~non-interest ~~through~~bearing ~~September~~bank 30deposits, ~~2010~~money market accounts, and short-term instruments with a liquidation provision of three month or less.

	Year ended			Year ended			Inception through
	September 30, 2010			September 30, 2009			September 30, 2010
Costs and expenses:
Mineral exploration	$	227,454		$	800		$	231,754
General and administrative		204,436			47,395			265,332
Total expenses		431,890			48,195			497,086
Net loss	$	(431,890	)	$	(48,195	)	$	(497,086	)
Net loss per share:
Basic and diluted		(0.01	)		(0.00	)
Weighted average shares outstanding:
Basic and diluted		59,075,068			57,309,534

Advertising costs

~~The~~Advertising ~~accompanying~~costs ~~notes~~are generally expensed as incurred and are anincluded ~~integral~~in ~~part~~selling ofand ~~these~~marketing ~~financial~~ expenses in the accompanying statements of operations. As of September 30, 2011 and 2010 there were $72,910 and $35,234, respectively, advertising costs incurred.

2920

~~TUFFNELL~~Environmental ~~LTD.~~expenditures

~~(An~~The operations ~~Exploration~~of ~~Stage~~the Company) have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

~~STATEMENTS~~Concentrations OFof ~~STOCKHOLDERS'~~credit ~~EQUITY (DEFICIT)~~risk

~~Period~~The Company’s ~~from~~financial ~~July~~instruments ~~26,~~that ~~2007~~are ~~(Inception)~~exposed ~~through~~to ~~September~~concentrations 30of credit risk primarily consist of its cash and accounts payable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, ~~2010~~its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

	Common stock							Deficit
					Additional			accumulated
					paid-in			during the
	Shares		Amount		capital			exploration			Total
Issuance of common stock for cash		-	$	-	$	-		$	-		$	-
Net loss									-			-
Balance,September 30, 2007		-		-		-			-			-
Issuance of common stock for cash		31,500,000		31,500		(28,000	)		-			3,500
Net loss		-		-		-			(17,001	)		(17,001	)
Balance, September 30, 2008		31,500,000	$	31,500	$	(28,000	)	$	(17,001	)	$	(13,501	)
Issuance of common stock for cash		27,360,000		27,360		3,040			-			30,400
Net loss		-		-		-			(48,195	)		(48,195	)
Balance, September 30, 2009		58,860,000	$	58,860	$	(24,960	)	$	(65,196	)	$	(31,296	)
Issuance of common stock for cash		500,000		500		499,500			-			500,000
Net loss		-		-		-			(431,890	)		(431,890	)
Balance, September 30, 2010		59,360,000	$	59,360	$	474,540		$	(497,086	)	$	36,814

Risks and uncertainties

The Company ~~accompanying~~operates ~~notes~~in ~~are~~the anresource ~~integral~~exploration ~~part~~industry ofthat ~~these~~is subject to significant risks and uncertainties, including financial, operational, ~~statements~~technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

30Revenue recognition

~~TUFFNELL~~The Company has no revenues to date from its ~~LTD~~operations. Once revenues are generated, management will establish a revenue recognition policy.

~~(An Exploration~~Mineral ~~Stage~~property ~~Company)~~Acquisition Costs

~~STATEMENTS~~The OFcost ~~CASH~~of ~~FLOWS~~acquiring mineral properties are capitalized and will be amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned. Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company’s ability to recover its spent costs from the sale of its interests.

~~For~~The ~~the~~amounts ~~years~~recorded ~~ended~~as ~~September~~mineral ~~30,~~properties ~~2010~~reflect actual costs incurred and ~~2009~~are not intended to express present or future values. The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows.

~~the~~Exploration ~~period~~and ~~from~~Development ~~July 26, 2007 (Inception) through September 30, 2010~~Costs

	Year ended			Year ended			Inception through
	September 30, 2010			September 30, 2009			September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(431,890	)	$	(48,195	)	$	(497,086	)
Adjustment to reconcile net loss to cash used in operation activities:
Net change in:
Prepaid deposits		(5,330	)		-			(5,330	)
Accounts payable		29,351			-			29,351
CASH FLOWS USED IN OPERATING ACTIVITIES		(407,869	)		(48,195	)		(473,065	)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of mineral property interests		(39,261	)		-			(39,261	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(39,261	)		-			(39,261	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from the sale of common stock		500,000			30,400			533,900
Shareholder advances, net		25,836			3,000			57,576
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		525,836			33,400			591,476
NET INCREASE (DECREASE) IN CASH		78,706			(14,795	)		79,150
Cash, beginning of period		444			15,239			-
Cash, end of period	$	79,150		$	444		$	79,150
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expenses	$	-		$	-
Cash paid for income taxes	$	-		$	-

Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration and development costs related to such reserves incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs and net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

~~The~~Fair ~~accompanying~~Value ~~notes are an integral part~~ of ~~these~~Financial ~~financial statements.~~Instruments

31Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

~~TUFFNELL~~Level ~~LTD.~~1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

~~(An~~Level ~~Exploration~~2 Quoted ~~Stage~~prices ~~Company)~~in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

~~NOTES~~Level TO3 Prices ~~THE~~or ~~FINANCIAL~~valuation ~~STATEMENTS~~techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

~~September 30, 2010~~21

~~Note~~The ~~1 Nature~~Company’s ~~and~~financial ~~Continuance~~instruments consist of mineral property purchase obligations. These obligations are classified within ~~Operations~~Level 2 of the fair value hierarchy as their fair value is determined using interest rates which approximate market rates. The Company is not exposed to significant interest or credit risk arising from these financial instruments.

~~The Company~~Impairment ~~was incorporated in the State~~ of ~~Nevada~~Long-Lived on July 26, 2007. On February 26, 2010, the Company’s principal shareholder entered into a stock purchase agreement which provided for the sale of 31,500,000 shares of common stock of the Company to George Dory. Effective February 26, 2010, Mr. Dory was appointed Chief Executive Officer, President, Chief Financial Officer, Treasurer and Director of the Company. Mr. Dory will be paid $4,000 per month for his services to the Company.Assets

~~General~~The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

~~The~~Basic ~~Company is in the exploration stage,~~ and isdiluted innet ~~the~~loss ~~process~~per of exploring and evaluating its mineral properties and determining whether they contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production or proceeds from the disposition of all or part of its mineral properties.share

~~Going~~The Company ~~Concern~~computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period.

~~These financial~~In ~~statements have been prepared in accordance with generally accepted~~computing ~~accounting~~Diluted ~~principles applicable to a going concern~~EPS, ~~which assumes that~~ the ~~Company~~ ~~will~~average bestock ~~able~~price ~~to meet its obligations and continue its operations~~ for ~~its next~~the ~~fiscal~~period ~~year. Realization~~is ~~values~~used ~~may~~in bedetermining ~~substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to~~ the ~~carrying~~number ~~values and classification~~ of ~~assets~~shares ~~and~~assumed ~~liabilities~~to ~~should the Company~~ be ~~unable~~purchased tofrom ~~continue as a going concern. At September 30, 2010,~~ the ~~Company had not yet achieved~~ ~~profitable~~exercise ~~operations, has accumulated losses~~ of ~~$497,086~~stock ~~since~~options its inception, has a working capital deficit of $2,447, and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or ~~to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due~~warrants. ~~Management~~Diluted ~~has~~EPS noexcludes ~~formal~~all ~~plan~~potentially indilutive ~~place~~shares toif ~~address~~their ~~this concern~~effect ~~but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there~~ is ~~no assurance of additional funding being available~~anti-dilutive.

32Comprehensive income

~~Note~~The Company accounts for comprehensive income 2(loss) ~~Summary~~in accordance with ASC Topic 220 "Reporting Comprehensive income" which requires comprehensive income (loss) and its components to be reported when a company has items of comprehensive income (loss). Comprehensive income (loss) includes net ~~Significant~~income ~~Accounting~~(loss) ~~Policies~~plus other comprehensive income (loss). There are no differences or reconciling items between net income and comprehensive income for the years ended September 30, 2011 and 2010.

~~The financial~~Income ~~statements~~taxes ~~have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:~~

~~Use~~The Company accounts for its income taxes in accordance with ASC Topic 740, which requires recognition of ~~Estimates~~deferred tax assets and liabilities for future tax consequences ~~Assumptions~~attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.

~~Because~~Deferred atax assets and liabilities ~~precise~~are ~~determination~~measured ofusing ~~many~~enacted ~~assets~~tax ~~and~~rates ~~liabilities~~expected isto ~~dependent~~apply ~~upon~~to ~~future events,~~taxable ~~the~~income ~~preparation~~in ofthe ~~financial~~years ~~statements~~in ~~for~~which athose ~~period~~temporary ~~necessarily~~differences are ~~involves~~expected ~~the~~to ~~use~~be recovered or settled. The effect on deferred tax assets and liabilities of ~~estimates~~a ~~which~~change ~~have~~in ~~been~~tax ~~made~~rates ~~using~~is ~~careful~~recognized in ~~judgment. Actual~~operations ~~results~~in ~~may~~the ~~vary~~period ~~from~~that ~~these~~includes ~~estimates~~the enactment date.

~~Exploration~~Asset ~~Stage Company~~Retirement Obligations

The Company ~~complies~~has ~~with~~adopted ~~Financial~~the ~~Accounting~~provisions ~~Standards~~of ~~Board~~FASB ~~Accounting~~ASC ~~Standard~~410, which establishes ~~Codification~~standards ~~Statement~~for ~~No.~~the ~~915~~initial measurement and ~~Securities~~subsequent ~~and~~accounting ~~Exchange~~for ~~Commission~~obligations ~~Industry~~associated with the sale, abandonment or other ~~Guide~~disposal 7of long-lived tangible assets arising from the acquisition, construction or development and for ~~its~~normal ~~characterization~~operations of such assets. The adoption of this standard has had no effect on the Company’s asfinancial ~~an exploration~~position or results of operations. As ~~stage~~of September 30, 2011, management has determined that the Company does not presently have such an obligation.

~~Cash~~Recent ~~and~~Accounting ~~Cash Equivalents~~Pronouncements

The Company ~~considers~~has evaluated all ~~highly~~recent ~~liquid~~accounting ~~investments~~pronouncements ~~with~~and anbelieves ~~original~~that ~~maturity~~none of ~~three~~ ~~months~~them orwill ~~less~~have ata ~~the~~material ~~time~~effect ofon ~~issuance~~the toCompany’s ~~be cash~~financial ~~equivalents~~statements.

~~Impairment~~Note ~~of Long-lived~~3 Related ~~Assets~~Party Transactions

~~The Company~~As ~~reviews long-lived assets for indicators~~ of ~~impairment~~September ~~whenever~~30, ~~events or~~2011, ~~changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable~~$9,503 ~~the potential impairment~~ is ~~measured~~owed ~~based on a projected discounted cash flow method using a discount rate that is considered~~ to ~~be commensurate with the risk inherent in the Company's~~ current ~~business model. For purposes of recognition~~ and ~~measurement~~former ~~of an impairment loss, a long-lived~~officers ~~asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent~~ of the ~~cash flows of other assets~~Company.

33On January 19, 2011 Kyle Beddome, a former company director and shareholder, agreed to forgive all debts owing to him by the Company of $39,440 for nominal consideration.

~~Environmental~~On September 30, 2011, Mr. ~~Costs~~Dory, a former company director and shareholder, agreed to forgive all debts owing to him by the Company of $16,192 for nominal consideration.

~~Environmental expenditures~~During ~~that~~the ~~relate~~year toended ~~current~~September ~~operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations~~30, ~~and~~2011 ~~which do not contribute to current or future revenue~~and ~~generation~~2010, ~~are~~the ~~expensed. Liabilities~~company ~~are~~was ~~recorded~~charged ~~when environmental assessments and/or remedial efforts are probable~~$54,325 and ~~the cost can be reasonably estimated. Generally~~$30,048, ~~the~~respectively ~~timing~~in ofmanagement ~~these~~fees ~~accruals~~by ~~coincides~~directors ~~with the earlier~~ of ~~completion of a feasibility study or~~ the Company~~'s commitments to plan of action based on the then known facts~~.

~~Mineral Property Acquisition Costs~~22

~~The~~Note ~~cost of~~4 Equity acquiring mineral properties are capitalized and will be amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned.Transactions

~~Cost includes~~During ~~cash consideration and~~ the ~~fair~~period ~~market~~from ~~value~~July of26, ~~shares~~2007 ~~issued on the~~(inception) ~~acquisition~~to ofSeptember ~~mineral~~30, ~~properties.~~2008, ~~Properties~~the ~~acquired~~Company ~~under~~issued ~~option agreements~~126, ~~whereby~~000,000 ~~payments~~shares ~~are~~of ~~made~~common atstock ~~the~~to ~~sole~~a ~~discretion~~previous director of the Company, ~~are~~for ~~recorded in the accounts at such time as the payments are made~~$3,500.

~~The recoverable~~In ~~amounts~~October ~~for~~2008 ~~mineral properties is dependent upon~~ the ~~existence~~Company ofraised $30,400 ~~economically~~through ~~recoverable~~a ~~reserves;~~private ~~the~~offering ~~acquisition~~which ~~and~~included ~~maintenance~~38 ~~of appropriate permits~~shareholders, ~~licenses~~ and ~~rights;~~ the ~~ability~~issuance of ~~the~~109,440,000 ~~Company~~shares ~~to obtain financing to complete the exploration and development~~ of ~~the~~common ~~properties; and upon future profitable production or alternatively upon the Company’s ability to recover its spent costs from the sale of its interests~~stock.

~~The amounts~~On ~~recorded~~April as26, 2010, ~~mineral~~the ~~properties~~Company ~~reflect~~closed ~~actual~~a ~~costs~~private ~~incurred~~placement ~~and~~of ~~are~~2,000,000 ~~not intended~~units toat ~~express~~$.25 ~~present~~per orunit ~~future~~for ~~values.~~a ~~The~~total ~~capitalized~~offering ~~amounts~~price ~~may~~of be$500,000. The ~~written~~units ~~down~~were ifoffered ~~potential~~by ~~future~~the ~~cash~~Company ~~flows,~~pursuant ~~including potential sales proceeds, related~~ to ~~the~~an ~~property~~exemption ~~are~~from ~~estimated~~registration pursuant to beRegulation ~~less~~S ~~than~~under the ~~carrying~~Securities ~~value of the~~Act ~~property. Management~~ of ~~the~~1933, ~~Company~~as ~~reviews~~amended. Each ~~the~~unit ~~carrying~~consisted ~~value~~ of ~~each~~one ~~mineral property~~share ~~interest~~of ~~quarterly,~~Common ~~and~~Stock ~~whenever~~of ~~events~~the orCompany ~~changes~~and inone ~~circumstances~~non-transferable share ~~indicate~~purchase ~~that~~warrant. The ~~the~~warrants ~~carrying~~are ~~value~~exercisable ~~may~~at ~~not~~a beprice ~~recoverable~~of $.375 ~~Reductions~~per inshare ~~the carrying~~commencing ~~value~~April of26, ~~each~~2010, ~~property~~and ~~would~~expire beon April ~~recorded~~26, to2012. The relative ~~the~~fair ~~extent the carrying~~ value of the ~~investment~~share ~~exceeds~~purchase ~~the~~warrant ~~estimated~~was ~~future net cash flows~~$141,702.

~~Exploration~~On ~~and~~November ~~Development~~4, 2010, the Company sold 666,668 ~~Costs~~shares of common stock for $100,000 with a warrant to purchase 666,668 additional shares of Common Stock at an exercise price of $.25 per share that expires on November 4, 2012. The units were offered by the Company pursuant to an exemption from registration pursuant to regulation S under the Securities Act of 1933, as amended. The relative fair value of the share purchase warrant was $29,554.

~~Exploration costs~~On ~~are~~December ~~expensed~~1, as2010, ~~incurred.~~the ~~When~~Company itsold ~~is determined that a mining deposit can~~333,332 beshares ~~economically~~of ~~and~~common ~~legally~~stock ~~extracted~~for ~~or produced based on established proven and probable reserves~~$50,000 ~~further~~with ~~exploration~~a ~~and~~warrant ~~development costs related~~ to ~~such~~purchase ~~reserves incurred~~333,332 ~~after~~additional ~~such~~shares ~~determination will be capitalized. The establishment~~ of ~~proven~~ ~~and~~Common ~~probable~~Stock ~~reserves~~at isan ~~based~~exercise onprice ~~results~~ of ~~final feasibility studies~~ ~~which~~$.25 ~~indicate~~per ~~whether~~share athat ~~property~~expires ison ~~economically~~November ~~feasible~~4, 2012. ~~Upon~~The ~~commencement~~units ~~of commercial~~were ~~production,~~offered ~~capitalized~~by ~~costs~~the ~~will~~Company bepursuant ~~transferred~~ to ~~the~~an ~~appropriate asset~~exemption ~~category~~from ~~and~~registration pursuant ~~amortized~~to ~~over~~regulation ~~their~~S ~~estimated useful~~under ~~lives.~~the ~~Capitalized~~Securities ~~costs,~~Act ~~net~~ of ~~salvage values~~1933, ~~relating~~as toamended. aThe ~~deposit which~~relative isfair ~~abandoned~~value orof ~~considered uneconomic for~~ the ~~foreseeable~~share ~~future,~~purchase ~~will~~warrant bewas ~~written off~~$13,636.

~~Asset~~On February 9, 2011, the Company closed a private ~~Retirement~~placement ~~Obligations~~of 1,066,668 common shares at $.1875 per share for a total offering price of $200,000. The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement was fully subscribed to by a non-U.S. corporation.

~~The Company~~On ~~has~~March ~~adopted~~18, ~~the provisions of FASB ASC 410~~2011, ~~which establishes standards for~~ the ~~initial~~Company ~~measurement~~filed ~~and~~a ~~subsequent~~certificate of ~~accounting~~change ~~for obligations associated~~ with the ~~sale,~~Secretary ~~abandonment~~of orState ~~other disposal~~ of ~~long-lived tangible assets arising from~~ the ~~acquisition,~~State ~~construction or development and for normal operations~~ of ~~such~~Nevada ~~assets.~~which ~~The~~increased ~~adoption of this standard has had no effect on~~ the ~~Company’s~~authorized ~~financial~~number ~~position or results~~ of ~~operations.~~shares As of ~~September~~common ~~30,~~stock from ~~2010~~75,000,000 ~~management~~shares ~~has~~to ~~determined~~300,000,000 ~~that~~shares, ~~the~~$.001 ~~Company~~par ~~does not presently have such an obligation~~value.

34Following a Directors’ resolution by written consent, the Company’s Board of Directors approved a 4 for 1 common stock split effected in the form of a dividend of the Company’s issued and outstanding common stock, effective March 24, 2011. The Company had 59,876,667 common shares issued and outstanding prior to the stock-split and 239,506,668 common shares issued and outstanding following the stock-split. The stock-split is presented retroactively herein.

~~Income~~On April 8, 2011, the Company closed a private ~~Taxes~~placement of 1,500,000 units at $.20 per unit for a total offering price of $300,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.25 per share and expire on April 15, 2013. The private placement was fully subscribed to by a non-U.S. corporation. The relative fair value of the share purchase warrant was $100,349.

~~The Company~~On ~~uses~~September 19, 2011, the ~~assets~~Company ~~and~~closed ~~liability~~a private ~~method~~placement of ~~accounting~~866,666 ~~for~~units ~~income taxes~~at $. ~~Under~~09 ~~the~~per ~~assets~~unit ~~and~~for ~~liability~~a ~~method~~total ~~deferred~~offering ~~tax~~price ~~assets~~of ~~and liabilities~~$78,000. ~~are~~The ~~recognized~~units ~~for~~were offered by the ~~future~~Company pursuant ~~tax~~to ~~consequences~~an ~~attributable~~exemption from registration pursuant to ~~temporary~~ ~~differences~~Regulation ~~between~~S under the ~~financial~~Securities ~~statements~~Act ~~carrying~~of ~~amounts~~1933, ofas amended. Each unit consists ~~existing~~of ~~assets~~one ~~and~~share ~~liabilities~~of common stock of the Company and ~~their~~one ~~respective~~non-transferable ~~tax bases. Deferred~~share ~~tax~~purchase ~~assets~~warrant. ~~and~~The ~~liabilities~~warrants are ~~measured~~exercisable ~~using~~at ~~enacted~~a ~~tax~~price ~~rates~~of ~~expected~~$.11 toper ~~apply~~share toand ~~taxable~~expire ~~income~~on inSeptember ~~the~~12, ~~years~~2012. inThe ~~which~~private ~~those~~placement was fully subscribed to by a non-U.S. corporation. ~~temporary~~The ~~differences~~private ~~are~~placement ~~expected~~was fully subscribed to beby ~~recovered~~a ornon-U.S. ~~settled~~corporation. The relative fair value of the share purchase warrant was $24,125.

Basic and Diluted Loss Per Share

Warrants Outstanding
Warrants
Exercise		September 30,				September 30,
Price	Expiration	2010				2011
		Beginning Balance	Additions	Exercise	Expired	Ending Balances
$ 0.38	Apr-12	2,000,000	-	-	-	2,000,000
$ 0.25	Nov-12	-	666,668	-	-	666,668
$ 0.25	Nov-12	-	333,332	-	-	333,332
$ 0.25	Apr-13	-	1,500,000	-	-	1,500,000
$ 0.11	Sep-12	-	866,666	-	-	866,666
		2,000,000	3,366,666	-	-	5,366,666

~~Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.~~23

~~Foreign~~The ~~Currency~~BlackScholes Pricing Model was used to ~~Translation~~value the warrants issued with the following assumptions.

The Company's functional currency is United States ("U.S.") dollars as substantially all of the Company's operations use this denomination. The Company uses the U.S. dollar as its reporting currency.

		September 30, 2011

Dividend		0.00%
Risk-free rate for term		0.08% - 0.195%
Volatility		99.57% - 134%
Maturity date		1 - 1.5 years


		September 30, 2010
Dividend		0.00%
Risk-free rate for term		0.195%
Volatility		83%
Maturity date		0.60 years

~~Transactions undertaken~~Note in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in Other Income (Expenses) on the Statement of Operations.5 Commitments

~~Property~~On March 12, 2010, the Company entered into an Option Agreement (the "Agreement") with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest granted the Company the sole and exclusive right and option to acquire an undivided 100% right, title and interest in ~~Equipment~~and to the Little Butte property subject only to a royalty, being located in LaPaz County, Arizona (the "Property"). On March 12, 2010 the Company agreed to the terms of an option agreement for the acquisition of the Little Butte mining property in the State of Arizona by making a cash payment to MinQuest, Inc. of $39,261 (US) upon signing the Agreement, $10,000 is due on or before February 25, 2011 (paid), $20,000 (US) on or before March 12, 2011 (paid), $20,000 on or before the February 25, 2012, $30,000 on or before March 12, 2012, $30,000 on or before February 25, 2013, $40,000 on or before March 12, 2013, $40,000 on or before February 25, 2014, $50,000 on or before March 12, 2014, $175,000 on or before February 25, 2015, $60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016 and $60,000 on or before March 12, 2017.

~~Property and~~The ~~equipment~~Company ~~other~~shall ~~than~~also ~~oil~~be responsible for making all necessary property payments and ~~natural~~taxes ~~gas~~to ~~properties~~keep isthe ~~carried~~Property atin ~~cost~~good standing. The cash payments above include payments to Jack ~~Depreciation~~Walker is($10,000 ~~provided~~paid) ~~principally~~pursuant onto ~~the~~a ~~straight-line~~property ~~method~~option ~~over~~agreement which has been assigned by MinQuest to the ~~useful lives~~Company as ~~follows:~~set out in the Agreement.

~~Furniture~~The Company shall complete the following exploration ~~and~~expenditures on the Property as follows: (i) $250,000 on or before the first anniversary of the signing of the Agreement (ii) $250,000 ~~equipment 3~~on or before the second anniversary of the signing of the Agreement; (iii) $300,000 on or before the third anniversary of the signing –of 7the ~~years~~Agreement; (iv) $300,000 on or before the fourth anniversary of the signing of the Agreement; (v) $300,000 on or before the fifth anniversary of the signing of the Agreement; (vi) $300,000 on or before the sixth anniversary of the signing of the Agreement; and (vii) $300,000 on or before the seventh anniversary of the signing of the Agreement. The Company believes it is in compliance with all aspects of the agreement as of September 30, 2011.

~~Financial~~As it relates to the above payments, Jack Walker ~~Instruments~~received $5,000 upon signing the Agreement, shall receive $10,000 on or before February 25, 2011, $20,000 on or before the February 25, 2012, $30,000 on or before February 25, 2013, $40,000 on or before February 25, 2014 and $175,000 on or before February 25, 2015.

~~The carrying~~If ~~value~~and ofwhen ~~cash~~the option has been exercised, a ~~accounts~~100% ~~payable~~right, title and ~~accrued~~interest ~~liabilities~~in and ~~related party~~to ~~loan~~the ~~approximate~~property ~~their~~shall ~~fair~~vest ~~value~~in ~~because~~the ofCompany ~~the~~free ~~short~~and ~~maturity~~clear of ~~these instruments. Unless~~all ~~otherwise~~charges ~~noted,~~except itfor isthe royalty. ~~management's~~The ~~opinion~~Company ~~that~~ may terminate the ~~Company~~Agreement isat ~~not~~any ~~exposed~~time toby ~~significant~~giving ~~interest,~~30 ~~currency~~days ornotice ~~credit~~of ~~risks arising~~such ~~from~~termination ~~these~~of ~~financial~~the ~~instruments~~Agreement.

~~Recent~~If ~~Accounting~~the Company is in default of the Agreement, ~~Pronouncements~~MinQuest may terminate the Agreement but only if:

~~Effective July 1, 2009, we adopted the Financial Accounting Standards Board~~ (~~“FASB”~~a) ~~Accounting~~ ~~Standards~~MinQuest ~~Codification~~has ~~(“ASC”)~~first ~~105-10,~~given ~~“Generally Accepted Accounting Principles.” ASC 105-10 establishes~~ the ~~FASB~~Company ~~Accounting Standards Codification™~~notice ~~(“Codification”) as the source~~ of ~~authoritative accounting principles recognized by~~ the ~~FASB~~default tocontaining beparticulars ~~applied~~of ~~by nongovernmental entities in~~ the ~~preparation~~obligations ~~of financial~~which ~~statements in conformity with GAAP for SEC registrants. All guidance contained in~~ the ~~Codification~~Company ~~carries~~has annot ~~equal~~performed, ~~level of authority. The Codification supersedes all existing non-SEC accounting~~ and ~~reporting standards. The FASB will now issue new standards in the form of Accounting Standards Updates~~ (~~“ASUs”~~b). ~~The~~the ~~FASB~~Company ~~will~~has not, ~~consider ASUs as authoritative in their own~~within ~~right.~~30 ~~ASUs~~days ~~will~~following ~~serve~~delivery ~~only~~of tosuch ~~update the Codification~~notice, ~~provide~~cured ~~background information~~such ~~about~~default ~~the~~by ~~guidance~~appropriate ~~and~~payment ~~provide~~or ~~the bases for conclusions on the changes in the Codification. References made to FASB guidance have been updated for the Codification throughout this document.~~performance

35On April 27, 2010, MinQuest and the Company entered into an Option Amendment Agreement wherein the date of first payment was extended from March 12, 2010, as set out in the option agreement dated March 12, 2010 above, to April 30, 2010. On April 29, 2010, the Company made the first payment of $39,261 to MinQuest in accordance with the Agreement.

Effective ~~April~~ 1February 26, ~~2009~~2010, weMr. ~~adopted~~Dory ~~guidance~~was ~~issued~~appointed President, byTreasurer, ~~the~~Secretary ~~FASB~~and ~~that~~Director ~~requires~~of ~~disclosure about~~ the ~~fair~~Company. ~~value~~On ofAugust ~~financial~~29, ~~instruments~~2011 ~~for~~Mr. ~~interim~~George ~~financial~~T. ~~statements~~Dory resigned ofas ~~publicly~~President, ~~traded companies~~Treasurer, ~~which~~Secretary isand ~~included~~Director inof ~~the~~Tuffnell ~~Codification~~Ltd. ~~in ASC 825-10-65,~~ (“~~Financial~~the ~~Instruments.~~Company”). ~~The~~From ~~adoption~~February of26, ~~ASC~~2010 ~~825-10-65 did not have~~to anAugust ~~impact~~29, on2011, ~~our consolidated results of operations or financial condition~~Mr. ~~Our adoption~~Dory ofwas ~~the~~paid ~~standard~~$4,000 ~~had~~per nomonth ~~impact~~for onhis ~~our~~services ~~financial~~to ~~results~~the Company.

Effective January 1, 2009, we adopted guidance issued by the FASB that relates to the presentation and accounting for noncontrolling interests, which is included in the Codification in ASC 810-10-65, “Consolidation.” In accordance with ASC 810-10-65, noncontrolling interests (previously shown as minority interest) are reported below net income under the heading “Net income attributable to noncontrolling interests” in the statements of income and shown as a component of equity in the balance sheets. Our adoption of the standard had no impact on our financial results.24

~~Effective January~~On 1August 29, ~~2009~~2011, weMr. ~~adopted~~Robert ~~guidance~~D. ~~issued~~Coale bywas ~~the~~appointed ~~FASB that requires enhanced~~President, ~~disclosures~~Treasurer, ~~regarding~~Secretary ~~derivative instruments~~ and ~~hedging~~Director ~~activities, enabling a better understanding~~ of ~~their~~the ~~effects~~Company. ~~on an entity’s financial position, financial performance and cash flows~~Mr. ~~The~~Coale ~~guidance~~ is ~~included~~paid inon ~~the Codification~~an inhourly ~~ASC~~basis ~~815-10,~~for ~~“Derivatives~~his ~~and~~services ~~Hedging.”~~to ~~Our adoption of~~ the ~~standard~~ ~~had no impact on our financial results~~Company.

Effective ~~January~~ 1,April ~~2008~~12, we2010 ~~adopted ASC 820-10, “Fair Value Measurements and Disclosures,” with respect to recurring financial assets and liabilities~~Mr. ~~We adopted~~Jared ~~ASC~~Beebe ~~820-10 on January 1, 2009, as it relates to nonrecurring fair value~~was ~~measurement~~appointed ~~requirements for nonfinancial assets and liabilities. ASC 820-10 defines fair value, establishes~~ a ~~framework~~Director ~~for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Our adoption~~ of the ~~standard~~Company ~~had~~which nohas ~~impact~~agreed onto ~~our consolidated~~pay ~~financial results~~Mr. ~~Our~~Beebe ~~adoption~~$500 ofper ~~the~~month ~~standard~~for ~~had~~his ~~no impact on our financial results~~services.

~~Management does~~Effective ~~not~~April ~~believe~~1, ~~that~~2010, ~~any~~Mr. ~~recently~~Richard ~~issued,~~Kehmeier was ~~but~~appointed ~~not~~a ~~yet~~Director ~~effective~~of ~~accounting standards~~the ~~will~~Company ~~have~~which ahas ~~material~~agreed ~~effect~~to onpay ~~the~~Mr. ~~accompanying~~Kehmeier ~~financial statements~~$500 per month for his services.

36Note 6 Income Taxes

~~Note~~Deferred ~~3 Related~~income ~~Party~~taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial ~~Transactions~~statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets as of September 30, 2011 and 2010 are as follows:

The related party loan is due to a director of the Company for funds advanced. The loan is unsecured, non-interest bearing and has no specific terms for repayment.

Deferred tax assets:	2011			2010
Net operating loss carryforwards	$	1,266,976		$	497,086
Income tax rate		34%			34%
		430,772			169,009
Less valuation allowance		(430,772	)		(169,009	)
	$	—		$	—

The ~~company~~change ~~incurred~~in the ~~following~~valuation ~~fees~~allowance for ~~director~~2011 ~~and~~was ~~officer compensation~~$261,763

		Year ended September 30, 2010				Year ended September 30, 2009
Management fees		$	30,048			$	1,000

Through September 30, 2010, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses carryforwards. At September 30, 2011, the Company had $1,266,976 of federal and state net operating losses carryforwards. The net operating loss carryforwards, if not utilized will begin to expire in 2028. Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended September 30, 2011 and 2010 is as follows:

Note 4 Equity Transactions

	2011	2010
U.S. federal statutory income tax rate	34.0%	34.0%
State tax - net of federal benefit	0.0%	0.0%
	34.0%	34.0%
Increase in valuation allowance	(34.0)%	(34.0)%
Effective tax rate	0.0%	0.0%

~~During the~~Note ~~period~~7 Subsequent ~~from July 26, 2007 (inception) to September 30, 2008, the Company issued 31,500,000 (post-split) shares of common stock to a director of the Company for $3,500.~~Events

~~In October~~On ~~2008~~November 3, 2011, the Company ~~raised~~closed ~~$30~~a private placement of 2,~~400~~000,000 ~~through~~units at $.05 per share for a ~~private~~total offering ~~which included~~price 38of ~~shareholders~~$100,000. ~~and~~The units were offered by the ~~issuance~~Company ofpursuant to ~~27,360,000~~an ~~(post-split)~~exemption ~~shares~~from registration pursuant to Regulation S under the Securities Act of ~~common~~ ~~stock~~1933, as amended.

~~In November~~On ~~2008~~December 1, 2011, the ~~Board~~Company ofestablished a ~~Directors~~2011 ofStock Option Plan (the ~~Company~~"Plan) ~~approved~~for aits 1directors, ~~for~~officers, 18consultants ~~forward~~and advisors in which 35,000,000 shares of common stock ~~split~~were authorized for issuance under the Plan. The ~~stock~~following ~~split~~discussion isdescribes ~~presented~~material ~~retroactively~~terms ~~throughout~~of ~~the~~grants ~~financial statements~~made ~~and~~pursuant ~~footnotes.~~to the Plan:

OnPursuant ~~April 26,~~to ~~2010,~~ the ~~Company~~Plan, ~~closed~~grants ~~a private placement~~ of ~~500,000~~shares ~~units~~can be atmade ~~$1.00~~to ~~per unit~~employees, ~~for~~officers, adirectors, ~~total~~consultants ~~offering~~and ~~price~~independent contractors of ~~$500,000.~~non-qualified ~~The~~stock ~~units~~options ~~were~~as ~~offered~~well byas ~~the~~stock ~~Company~~options ~~pursuant~~ to anemployees ~~exemption~~that ~~from~~qualify ~~registration~~as ~~pursuant~~incentive tostock ~~Regulation~~options S under ~~the~~Section ~~Securities~~422 ~~Act~~ of ~~1933,~~the asInternal ~~amended.~~Revenue ~~Each~~Code ~~unit consists~~ of ~~one~~1986 ~~common~~(“Code”). ~~share~~The ofPlan ~~the~~is ~~Company~~administered ~~and~~by ~~one~~the ~~non-transferable~~Option ~~share~~Committee ~~purchase~~of ~~warrant.~~the ~~The warrants~~Board ~~are~~of ~~exercisable~~Directors at(the a“Committee”), ~~price~~which ofhas, ~~$1.50~~subject ~~per~~to specified ~~share~~limitations, ~~commencing~~the ~~April~~full ~~26,~~authority ~~2010 and~~to ~~expire~~grant onoptions ~~April~~and ~~26,~~establish ~~2012.~~the ~~The~~terms ~~private~~and ~~placement~~conditions ~~was~~for ~~fully~~vesting ~~subscribed~~and toexercise ~~by a non-U~~thereof.S. Currently ~~corporation.~~the ~~The~~entire ~~relative~~Board ~~fair~~functions ~~valve~~as of the ~~share purchase warrant was $141,702~~Committee.

~~Note 5 Commitments~~25

OnIn ~~March~~order to exercise an option granted under ~~12,~~the ~~2010~~Plan, the ~~Company~~optionee ~~entered~~must ~~into~~pay anthe ~~Option~~full ~~Agreement~~exercise (price of the ~~"Agreement") with~~ ~~MinQuest,~~shares ~~Inc~~being purchased. ~~("MinQuest"),~~Payment anmay ~~unaffiliated~~be ~~third~~made ~~party,~~either: ~~whereby~~(i) ~~MinQuest~~in cash; ~~granted~~or (ii) at the ~~Company~~discretion of the ~~sole~~Committee, ~~and~~by ~~exclusive~~delivering ~~right~~shares ~~and~~of ~~option~~common tostock ~~acquire~~already ~~an undivided~~owned ~~100%~~by ~~right,~~the ~~title~~optionee ~~and~~that ~~interest~~have ina ~~and~~fair market value equal to the ~~Little~~applicable ~~Butte~~exercise ~~property subject~~price; ~~only~~or to(iii) awith ~~royalty, being located~~the inapproval ~~LaPaz~~of ~~County, Arizona (~~the ~~"Property")~~Committee, with monies borrowed from us.

~~Under~~Subject ~~the terms~~to of the ~~Agreement~~foregoing, ~~MinQuest has granted~~ the ~~Company~~Committee ~~the sole and exclusive~~has ~~option~~broad discretion to ~~acquire~~describe athe ~~100%~~terms ~~undivided interest in~~ and toconditions ~~the~~applicable ~~Property by making cash payments~~ to ~~MinQuest~~options ofgranted ~~$39,261~~under ~~upon signing~~ the ~~Agreement, $10,000~~Plan. onThe orCommittee ~~before~~may ~~February~~at ~~25,~~any ~~2011, $20,000 (US) on or before March 12,~~time ~~2011,~~discontinue ~~$20,000~~granting onoptions orunder ~~before~~ the ~~February~~Plan ~~25, 2012, $30,000 on~~ or ~~before~~otherwise ~~March 12~~suspend, ~~2012,~~ ~~$30,000~~amend on or ~~before~~terminate ~~February~~the ~~25,~~Plan ~~2013,~~and ~~$40~~may,~~000~~ onwith orthe ~~before~~consent ~~March~~of ~~12, 2013,~~an ~~$40~~optionee,~~000 on or before February 25, 2014, $50,000 on or before March 12,~~ ~~2014,~~make ~~$175,000~~such onmodification orof ~~before~~the ~~February~~terms ~~25,~~and ~~2015,~~conditions ~~$60,000~~of onsuch oroptionee’s ~~before~~option ~~March~~as ~~12, 2015,~~the ~~$60,000~~Committee onshall ordeem ~~before March 12, 2016, and $60,000 on or before March 12, 2017~~advisable.

~~The Company~~On ~~shall~~December ~~also~~1, be2011, ~~responsible~~6,000,000 ~~for~~stock ~~making all necessary property payments and~~options ~~taxes~~issued tounder ~~keep~~ the ~~Property~~2011 inPlan ~~good standing. The cash payments above include payments~~ to ~~Jack~~our ~~Walker~~President, ~~pursuant~~with toan aexercise ~~property~~price ~~option~~of ~~agreement~~$0.03. ~~which~~The ~~has~~options ~~been assigned~~expire byDecember ~~MinQuest~~1, ~~to the Company as set out in the Agreement~~2021.

37Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

AsThere ~~it relates~~have tobeen ~~the~~no ~~above~~disagreements ~~payments,~~regarding accounting ~~Jack~~and ~~Walker~~financial ~~received~~disclosure ~~$5,000~~matters ~~upon~~with ~~signing~~ the ~~Agreement,~~ ~~shall~~independent ~~receive~~certified ~~$10,000~~public onaccountants orof ~~before February 25, 2011, $20,000 on or before~~ the ~~February 25, 2012, $30,000 on or before February 25 2013, $40,000 on or before February 25, 2014 and $175,000 on or before February 25, 2015~~Company.

~~The Company~~Item ~~shall complete the following exploration expenditures on the Property as follows:~~ 9(iA). Controls $250,000 on or before the first anniversary of the signing of the Agreement (ii) $250,000 on or before the second anniversary of the signing of the Agreement; (iii) $300,000 on or before the fourth anniversary of the signing Agreement; (iv) $300,000 on or before the fifth anniversary of the signing of the Agreement; (v) $300,000 on or before the sixth anniversary of the signing of the Agreement; and ~~(vi) $300,000 on or before the seventh anniversary of the~~ ~~signing of the Agreement~~ Procedures.

IfManagement’s ~~and when~~Report ~~the~~On ~~option~~Internal ~~has~~Control ~~been~~Over ~~exercised, a 100% right, title and interest in and to~~Financial the property shall vest in the Company free and clear of all charges except for the royalty. The Company may terminate the Agreement at any time by giving 30 days notice of such termination of the Agreement.Reporting

IfOur ~~the~~management is responsible for establishing ~~Company~~and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in ~~default~~Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the ~~Agreement~~supervision of, ~~MinQuest~~the ~~may~~company’s ~~terminate~~principal executive and principal financial officers and effected by the ~~Agreement~~company’s ~~but~~board of directors, ~~only~~management ifand other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

~~(a) MinQuest~~● ~~has~~Pertain ~~first~~to ~~given~~the maintenance of records that in reasonable detail accurately and fairly reflect the ~~Company~~transactions ~~notice~~and dispositions of the ~~default~~assets ~~containing particulars~~of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the ~~obligations~~United ~~which~~States of America and that receipts and expenditures of the ~~Company~~company ~~has~~are ~~not~~being ~~performed,~~made only in accordance with authorizations of management and ~~(b)~~directors of the Company; ~~has~~and ~~not,~~● ~~within~~Provide 30reasonable ~~days~~assurance ~~following~~regarding ~~delivery~~prevention or timely detection of ~~such~~unauthorized ~~notice~~acquisition, ~~cured~~use ~~such default~~or bydisposition ~~appropriate~~of ~~payment~~the orCompany’ ~~performance~~s assets that could have a material effect on the financial statements.

OnBecause ~~April 27,~~of ~~2010~~its inherent limitations, ~~MinQuest~~internal control ~~and~~over ~~the~~financial ~~Company~~reporting ~~entered~~may ~~into~~not anprevent ~~Option~~or ~~Amendment~~detect ~~Agreement~~misstatements. Projections of any evaluation of effectiveness ~~wherein~~to future periods are subject to the ~~date~~risk ofthat ~~first~~controls ~~payment~~may ~~was~~become ~~extended~~inadequate ~~from~~because ~~March~~of ~~12,~~changes ~~2010~~in conditions, asor ~~set~~that ~~out~~the degree inof compliance with the ~~option~~policies ~~agreement~~or ~~dated~~procedures ~~March~~may 12deteriorate. All internal control systems, ~~2010~~no ~~above~~matter how well designed, have inherent limitations. Therefore, even those systems determined to ~~April~~be ~~30,~~effective can provide only reasonable assurance ~~2010~~with respect to financial statement preparation and presentation. OnBecause ~~April~~of 29the inherent limitations of internal control, there ~~2010~~is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, ~~the~~these ~~Company~~inherent ~~made~~limitations ~~the~~are ~~first~~known ~~payment~~features of ~~$39~~ the financial reporting process. Therefore,~~261~~ toit is ~~MinQuest~~possible into ~~accordance~~design ~~with~~into the ~~Agreement~~process safeguards to reduce, though not eliminate, this risk.

~~Effective February~~Our ~~26,~~management ~~2010,~~evaluated ~~Mr.~~the ~~Dory~~effectiveness of ~~was~~our ~~appointed~~disclosure ~~Chief~~controls ~~Executive~~and ~~Officer,~~procedures ~~President, Chief~~and ~~Financial~~our ~~Officer,~~internal ~~Treasurer~~controls ~~and~~over ~~Director~~financial reporting as of the ~~Company.~~end ~~Mr.~~of ~~Dory~~September ~~will~~30, be2011. ~~paid~~ This ~~$4,000~~evaluation ~~per~~was ~~month~~conducted ~~for~~by ~~his~~George ~~services~~Dory, to the Company’s previous Chief Executive Officer and President.

~~Effective~~Disclosure controls are controls and other ~~April~~procedures ~~12,~~that ~~2010~~are ~~Mr.~~designed ~~Jared~~to ~~Beebe~~ensure ~~was~~that ~~appointed~~information athat ~~Director~~we ofare required to disclose in the ~~Company~~reports ~~which~~we ~~has agreed~~file pursuant to ~~pay~~the Securities ~~Mr.~~Exchange ~~Beebe~~Act ~~$500~~of ~~per~~1934 ~~month~~is ~~for~~recorded, ~~his~~processed, ~~services~~summarized and reported.

~~Effective April~~Limitations 1,on ~~2010,~~the ~~Mr.~~Effectiveness ~~Richard Kehmeier was appointed a Director~~ of ~~the Company which has agreed to pay Mr. Kehmeier $500 per month for his services.~~Controls

~~Note~~Our management ~~6 Income~~does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. ~~Taxes~~ A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.

AFurther, any control system reflects limitations ~~reconciliation~~on resources, and the benefits of ~~income~~a ~~tax~~control ~~provision~~system must be considered relative to its costs. These limitations also include the ~~provision~~realities that ~~would~~judgments in decision-making can be ~~recognized~~faulty and that breakdowns can occur because of simple error or mistake. ~~under~~ Additionally, controls can be circumvented by the ~~statutory~~individual ~~rates~~acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is asalso ~~follows:~~based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected

	September 30, 2010			September 30, 2009
	$			$
Refundable income tax attributable to:
Net operating loss		146,800			16,400
Change in valuation allowance		(146,800	)		(16,400	)
Net refundable amount		-			-

38This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this annual report.

~~The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:~~Conclusion

	September 30, 2010			September 30, 2009
	$			$
Refund attributable to operating loss		169,000			22,200
Valuation allowance		(169,000	)		(22,200	)
Net deferred tax asset		-			-

Based upon his evaluation of our controls, our Chief Executive Officer has concluded that, subject to the limitations noted above, the disclosure controls and financial reporting controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls and internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

~~The amount~~Item ~~taken into income as deferred tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations~~9(B). ~~The~~ Other ~~Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry~~Information.

No provision for income taxes has been provided in these financial statements due to the net loss. At September 30, 2010 the Company has net operating loss carry forwards, which expire commencing in 2028, totalling approximately $496,900, the benefit of which has not been recorded in the financial statements.None

~~Note 7 Subsequent Events~~PART III

~~On November~~Item ~~4, 2010, the Company closed a private placement of 166,667 units at $~~10.60 ~~per unit for a total offering price of $100~~Directors,~~000.~~ ~~The~~Executive ~~units~~Officers ~~were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one common share of the Company~~ and ~~one~~Corporate ~~non-transferable share purchase warrant~~Governance. The warrants are exercisable at a price of $1.00 per share commencing November 5, 2010 and expire on November 4, 2012. The private placement was fully subscribed to by a non-U.S. corporation. The relative fair valve of the share purchase warrant was $29,084. These shares have not yet been issued.

39The Directors and Executive Officers of the Company are:

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Name	Age	Position

Robert Coale	71	Director, President, Treasurer and Secretary

Richard J. Kehmeier,	62	Director

Jared Beebe	60	Director

~~There~~Mr. Robert Coale was a senior project manager ~~have~~for ~~been~~A. noE. ~~disagreements~~Schmidt ~~regarding~~acting ~~accounting~~as design and ~~financial~~construction ~~disclosure~~coordinator ~~matters~~for various waste-to-energy and alternative fueling projects. In ~~with~~this role he was responsible for the ~~independent~~technical ~~certified~~design, ~~public~~permitting, ~~accountants~~and ofconstruction ~~the~~oversight ~~Company~~for numerous projects from 1999 until 2003. During this time he was also a metallurgical technical advisor to Andean American Corporation.

~~Item~~Since 2004, Mr. Coale has been a consulting 9engineer continuing to work in the natural gas fueling area, as a consultant to various mining and mineral projects, and as a consultant for evaluating means and methods of silt removal from hydroelectric reservoirs. During this time, his primary client has been Gladstein, Neandross & Associates (AGNA), a Santa Monica, California based environmental consulting firm specializing in alternative fuels. ~~Controls~~ He has been responsible for all technical aspects in the design, equipment specification, scheduling, estimating, and ~~Procedures~~construction oversight for more than 30 compressed natural gas (CNG) and liquefied natural gas (LNG) projects as well as the production of LNG from landfill gas and waste treatment plants Additionally during this time, Mr. Coale has provided technical oversight to Patriot Gold Corporation during the exploration and evaluation of properties in Arizona. He was responsible for the development of metallurgical studies and reports on various gold properties. From October 2005 to September 2008 Mr. Coale was the President of Patriot Gold. More recently he has served on the Board of Directors of Patriot Gold and became President and CEO on October 18, 2010 and continues in this capacity today.

~~Management’s~~Mr. Coale graduated from the Colorado School ~~Report~~of OnMines ~~Internal~~with ~~Control~~his ~~Over~~Met.E. ~~Financial~~in ~~Reporting~~1963, the University of the Witwatersrand with his MSc. (Metallurgical Engineering) in 1971, and the University of Minnesota with his MBA in 1982. He has been directly employed in the mining industry in a variety of technical and management roles for over 45 years. These include project metallurgist for Bougainville Copper and AMAX Mining, chief metallurgist for Getty Minerals, technical director for Mine Reclamation Corporation, and President of Yuma Copper Corporation.

~~Our management~~Currently isMr. ~~responsible~~Coale ~~for~~is ~~establishing~~a Director and ~~maintaining adequate internal~~President ~~control~~of ~~over~~Patriot ~~financial~~Gold ~~reporting~~Corp. ~~Internal~~ ~~control~~he ~~over financial reporting~~ is ~~defined~~a inDirector ~~Rule~~of ~~13a-15(f)~~Rush orMetals ~~15d-15(f)~~Corp. ~~promulgated~~and ~~under~~Giant ~~the Securities~~Oil ~~Exchange~~& ~~Act~~Gas ofInc.. ~~1934~~He asis aalso ~~process~~technical ~~designed~~advisor ~~by,~~to ~~or under the~~Premium ~~supervision of~~Exploration, ~~the~~Inc. ~~company’s~~Previously, ~~principal~~Mr. ~~executive~~Coale ~~and~~has ~~principal~~been ~~financial officers~~a ~~and~~Director ~~effected by the company’s board~~ of ~~directors,~~American ~~management~~Goldfields Inc. and ~~other personnel,~~Francisco toGold ~~provide~~Corp. ~~reasonable~~Mr. ~~assurance~~Coale ~~regarding~~is ~~the reliability of~~a ~~financial~~Registered ~~reporting~~professional ~~and~~Engineer ~~the preparation of financial statements~~ for ~~external purposes in accordance with accounting principles generally accepted in~~ the ~~United~~ ~~States~~State of ~~America and includes those policies and procedures that:~~California.

-Mr. ~~Pertain~~Jared toBeebe became a Director of the ~~maintenance~~Company on April 12, 2010. Mr. Beebe is an exploration geologist with over 20 years of ~~records~~experience ~~that~~working in ~~reasonable~~the ~~detail~~mining ~~accurately~~industry. He is currently the Regional Exploration Manager with Alexandria Minerals of Val D’Or Quebec. From June 1997 to December 2009, he was a Senior Geologist and ~~fairly~~Project ~~reflect~~Manager ~~the~~for ~~transactions~~Whistle Pig Exploration Inc. and ~~dispositions~~worked with such clients as Endeavor Silver, Clifton Star Resources, Freewest Resources, Noront Resources, Kootenay Gold, Soho Resources and Unigold Resources. In 1996 and 1997, he worked for Watts, Griffes and McOuat, and from February 1987 to August 1996, he worked as a Contract Geologist and Project Geologist for various companies. Mr. Beebe earned his Bachelor of Science degree in Geology from Metropolitan State College, Denver, Colorado in 1981. He is a member of the ~~assets~~American Instituite of Professional Geologist, the ~~Company;~~Geological Society of Nevada, the Ordre du Geologues du Quebec, and the Society of Economic Geologists. He is also currently a director for Patriot Gold and American Goldfields.

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and27

-Mr. ~~Provide~~Richard ~~reasonable~~Kehmeier ~~assurance~~became ~~regarding~~a ~~prevention~~Director orof ~~timely~~the Company ~~detection~~on ofApril ~~unauthorized~~12, ~~acquisition~~2010. During the past 40 years, ~~use~~Mr. orKehmeier ~~disposition~~has been practicing geologist in the United States, Canada and internationally. Since 2008, he has worked as a Senior Geologist with Vector Engineering, and from 1999 to 2008, he has been a consultant geologist for various companies. Over the years he has worked with such companies as Midwest Oil, Anaconda, URADCO, Union Carbide, Atlas, Gold Reserve, and Golden Odyssey. He is currently a director of American Goldfields and Colonnade Capital. Mr. Kehmeier is also a member of the ~~Company’s~~Board ~~assets~~of ~~that~~Directors ~~could~~of ~~have~~American Goldfields and of Colonnade Capital. Mr. Kehmeier obtained his Bachelor of Science Degree in geological Engineering in 1970 and his Master of Science in Geology in 1973 from the Colorado School of Mines. Mr. Kehmeier is a ~~material~~member ~~effect~~of onthe American Institute of Professional Geologist, the ~~financial~~Society ~~statements~~of Economic Geologists, and the Geological Society of Nevada.

~~Because of~~Directors ~~its~~are ~~inherent~~elected ~~limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness~~ to ~~future~~serve ~~periods~~until ~~are subject to~~ the ~~risk that controls may become~~next ~~inadequate~~annual ~~because~~meeting of ~~changes~~stockholders inand ~~conditions,~~until ortheir ~~that~~successors ~~the~~have ~~degree~~been ofelected ~~compliance with~~and ~~the policies or procedures may deteriorate~~qualified. ~~All~~ ~~internal~~Officers ~~control systems,~~are noappointed ~~matter how well designed, have inherent limitations. Therefore, even those systems determined~~ to beserve ~~effective~~until ~~can~~the ~~provide~~meeting ~~only reasonable assurance with respect to financial statement preparation and presentation. Because~~ of the ~~inherent~~Board ~~limitations~~ of ~~internal~~ ~~control,~~Directors ~~there~~following isthe anext ~~risk~~annual ~~that~~meeting ~~material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features~~ of ~~the financial~~stockholders ~~reporting~~and ~~process. Therefore,~~until ittheir issuccessors ~~possible~~have tobeen ~~design into~~elected ~~the~~and ~~process safeguards to reduce, though not eliminate, this risk~~qualified.

~~Our~~No executive officer or director of the Company ~~management~~has ~~evaluated~~been the ~~effectiveness~~subject of ~~our~~any ~~disclosure~~order, ~~controls~~judgment, ~~and~~or ~~procedures~~decree of any court of competent jurisdiction, or any regulatory agency permanently ~~and~~or ~~our~~temporarily ~~internal~~enjoining, ~~controls~~barring, ~~over~~suspending ~~financial~~or ~~reporting~~otherwise limiting him or her from acting as ofan investment advisor, underwriter, broker or dealer in the ~~end~~securities ofindustry, ~~September 30~~or as an affiliated person, ~~2010. This~~director ~~evaluation~~or ~~was~~employee ~~conducted~~of byan ~~George~~investment ~~Dory~~company, ~~our~~bank, ~~Chief~~savings ~~Executive~~and ~~Officer,~~loan ~~President~~association, ~~and~~or ~~principal~~insurance ~~financial~~company ~~and~~or ~~accounting~~from engaging in or continuing any conduct or practice in connection with any such ~~officer~~activity or in connection with the purchase or sale of any securities.

~~Disclosure controls~~No ~~are~~executive ~~controls~~officer ~~and~~or ~~other~~director ~~procedures~~of ~~that~~the ~~are designed to ensure that~~Company ~~information~~has ~~that~~been weconvicted ~~are~~in ~~required~~any tocriminal ~~disclose~~proceeding in(excluding ~~the~~traffic ~~reports~~violations) weor ~~file~~is ~~pursuant to~~ the ~~Securities~~subject ~~Exchange Act~~ of ~~1934~~a iscriminal ~~recorded,~~proceeding ~~processed,~~which ~~summarized and~~is ~~reported~~currently pending.

~~Limitations on the Effectiveness of Controls~~Consultants

~~Our management~~The ~~does~~Company ~~not~~expects ~~expect~~to ~~that~~use ~~our~~consultants ~~disclosure~~in ~~controls~~the future orto ~~our~~the ~~internal~~extent ~~controls over~~necessary ~~financial~~and ~~reporting~~appropriate. ~~will~~The ~~prevent~~Company ~~all~~does ~~error~~not delegate its authority and ~~fraud. A~~responsibility ~~control system,~~to nomake ~~matter~~management decisions ~~how~~to ~~well~~consultants ~~conceived~~or ~~and~~any ~~operated~~other persons, ~~can~~nor ~~provide~~shall ~~only~~any ~~reasonable, but~~consultant nohave ~~absolute,~~any ~~assurance~~discretionary ~~that~~authority or the ~~objectives~~authority ofto abind the ~~control~~Company ~~system~~in ~~are met~~any material respect.

40Item 11. Executive Compensation.

~~Further, any~~All ~~control~~executive ~~system reflects limitations on resources~~officers, ~~and~~for ~~the~~services ~~benefits~~in ~~of a~~all ~~control~~capacities ~~system must be considered relative~~ to ~~its costs. These limitations also include~~ the ~~realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally~~Company, ~~controls~~received ~~can be circumvented by~~ the ~~individual~~following ~~acts~~compensation ofduring some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the ~~degree~~fiscal ofyears ~~compliance~~ended ~~with the~~September ~~policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system~~30, ~~misstatements~~2011 ~~due to error or fraud may occur~~ and ~~may not be detected~~2010.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this annual report.

								Long-Term Compensation
		Annual compensation						Awards				Payouts
Name and Principal Position	Fiscal Year	Salary(1)		Bonus		Other Annual Compensation		Restricted Stock Awards(2)		Securities Underlying Options/ SARs		LTIP Payouts		All Other Compensation

Robert Coale,	2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0
President,
Secretary and Treasurer

George T. Dory,	2011	$		$	0	$	54,325	$	0	$	0	$	0	$	0
President. Secretary and Treasurer

George T. Dory,	2010	$	0	$	0	$	30,048	$	0	$	0	$	0	$	0
Chief Executive Officer, President,
Secretary and Treasurer

Kyle Beddome	2010	$	1,000	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive Officer, President. Secretary and Treasurer

~~Conclusion~~28

~~Based upon~~(1) ~~his~~Personal ~~evaluation~~benefits ofreceived ~~our~~by ~~controls, our Chief Executive Officer and principal financial and accounting officer has concluded that, subject to~~ the ~~limitations noted~~Company’s ~~above,~~executive ~~the~~officers ~~disclosure controls and financial reporting controls~~ are ~~effective~~ ~~providing~~valued ~~reasonable~~below ~~assurance~~the ~~that~~levels ~~material~~which ~~information~~would ~~relating~~otherwise ~~to us~~require isdisclosure ~~made~~under ~~known~~the torules ~~management~~of ~~on a timely basis during~~ the ~~period when our reports are being prepared~~U. ~~There~~S. ~~were~~Securities ~~no changes in our internal controls~~ and ~~internal~~Exchange ~~controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls~~Commission.

~~Item 9~~(B2)~~. Other~~ ~~Information~~The Company does not currently provide any contingent or deferred forms of compensation arrangements, annuities, pension or retirement benefits.

~~None~~Committees of the Board of Directors

~~PART~~The Company does not have an audit committee, ~~III~~compensation committee, nominating committee, or an executive committee of the Board of Directors.

~~Item 10. Directors,~~Compliance ~~Executive~~with ~~Officers~~Section ~~and~~16(a) ~~Corporate~~of the Securities ~~Governance.~~Exchange Act

~~The~~Section 16(a) of the Securities Exchange Act ~~directors~~of ~~and~~1934 requires the Company’s executive officers ofand directors, and persons who beneficially own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% percent shareholders are: required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Name	Age	Position
George (Gyorgy) T. Dory	55	Director, Chief Executive Officer, President, Treasurer and Secretary
Richard J. Kehmeier,	62	Director
Jared Beebe	60	Director

The Company encourages control persons to be up to date with their filings in relation to Section 16.

41Securities Authorized for Issuance under Equity Compensation Plans

~~Mr.~~Set ~~Dory became~~forth abelow ~~director~~is ~~and~~certain ~~the~~information ~~chief~~as ~~executive office, Patient, Secretary and Treasure~~ of ~~The Company on February 26,2010. From January to April 2009, he was~~ ~~the~~December ~~finance director for manufacturing with Alstom Power Systems. From November 2006 to March 2008~~1, ~~he was the finance operational controller with Honeywell Technologies Sarl. From September 2005 to November 2006~~2011, heregarding ~~was~~equity ~~the financial controller for Honeywell Hotechnikai Kft~~compensation., and between 1999 and 2005, he was the financial director/controller of Tyco Electronics Hungary Kft. In 1982, Mr. Dory received his bachelors of business administration from Concordia University, and also received his MBA from Concordia University in 1985.

Mr. Beebe became a director of the company on April 12, 2010. Mr. Beebe is an exploration geologist with over 20 years of experience working in the mining industry. He is currently the Regional Exploration Manager with Alexandria Minerals of Val D’Or Quebec. From June 1997 to December 2009, he was a Senior Geologist and Project Manager for Whistle Pig Exploration Inc. and worked with such clients as Endeavor Silver, Clifton Star Resources, Freewest Resources, Noront Resources, Kootenay Gold, Soho Resources and Unigold Resources. In 1996 and 1997, he worked for Watts, Griffes and McOuat, and from February 1987 to August 1996, he worked as a Contract Geologist and Project Geologist for various companies. Mr. Beebe earned his Bachelor of Science degree in Geology from Metropolitan State College, Denver, Colorado in 1981. He is a member of the American Instituite of Professional Geologist, the Geological Society of Nevada, the Ordre du Geologues du Quebec, and the Society of Economic Geologists. He is also currently a director for Patriot Gold and American Goldfields.

Equity compensation– as of December 1, 2011
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance

2011 Stock Option Plan*	6,000,000	(1)		$0.03	29,000,000

~~Mr. Kehmeier~~(1) ~~became~~On aDecember ~~director of the company on April 12~~1, ~~2010. During the past 40 years~~2011, ~~Mr. Kehmeier has been practicing geologist in the United States~~6, ~~Canada and internationally. Since 2008~~000,000 ~~he has worked as a Senior Geologist with Vector~~stock ~~Engineering,~~options ~~and~~issued ~~from~~under ~~1999 to 2008, he has been a consultant geologist for various companies. Over~~ the ~~years~~2011 hePlan ~~has~~to ~~worked~~our ~~with such companies as Midwest Oil~~President, ~~Anaconda,~~Robert ~~URADCO, Union Carbide, Atlas, Gold Reserve, and Golden Odyssey~~Coale. He is currently a director of American Goldfields and Colonnade Capital. Mr. Kehmeier is also a member of the Board of Directors of American Goldfields and of Colonnade Capital. Mr. Kehmeier obtained his Bachelor of Science Degree in geological Engineering in 1970 and his Master of Science in Geology in 1973 from the Colorado School of Mines. Mr. Kehmeier is a member of the American Institute of Professional Geologist, the Society of Economic Geologists, and the Geological Society of Nevada.

~~Directors~~As ~~are~~of ~~elected~~December to1, ~~serve~~2011, ~~until~~there ~~the~~were ~~next~~a ~~annual~~total ~~meeting~~ of ~~stockholders~~6,000,000 ~~and~~options ~~until their~~granted ~~successors~~under ~~have~~the ~~been~~2011 ~~elected~~Plan ~~and~~with ~~qualified.~~an ~~Officers~~exercise ~~are~~price ~~appointed to serve until the meeting~~ of ~~the~~$.03 ~~Board of Directors following the next annual~~per ~~meeting~~share. ~~of stockholders~~ and ~~until~~expire ~~their~~December ~~successors~~1, ~~have been elected and qualified~~2021.

~~No executive~~The ~~officer or director of the Company has been the subject of any order,~~following ~~judgment,~~discussion ordescribes ~~decree~~material ofterms ~~any court~~ of ~~competent~~grants ~~jurisdiction,~~made orpursuant ~~any~~to ~~regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in~~ the ~~securities~~2011 ~~industry,~~Stock orOption as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.Plan:

NoPursuant ~~executive~~to ~~officer~~the or2011 ~~director~~Stock Option Plan, grants of ~~the~~shares ~~Company~~can ~~has~~be ~~been~~made ~~convicted~~to inemployees, ~~any~~officers, ~~criminal~~directors, consultants and advisors of non-qualified ~~proceeding~~stock ~~(excluding~~options ~~traffic~~as ~~violations~~well as stock options to employees that qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986 (“Code”). orThe Plan is administered by the ~~subject~~Option Committee of athe ~~criminal proceeding~~Board of Directors (the “Committee”), which ishas, ~~currently~~subject ~~pending~~to specified limitations, the full authority to grant options and establish the terms and conditions for vesting and exercise thereof. Currently the entire Board functions as the Committee.

~~Consultants~~In order 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.

~~The~~Subject ~~Company~~to ~~expects~~the toforegoing, ~~use~~the ~~consultants~~Committee inhas ~~the~~broad ~~future~~discretion to describe the ~~extent~~terms ~~necessary~~ and conditions applicable to options granted under the ~~appropriate~~Plan. The ~~Company~~Committee ~~does~~may ~~not~~at ~~delegate~~any ~~its~~time ~~authority~~discontinue ~~and~~granting ~~responsibility~~options ~~to make~~under ~~management~~the ~~decisions~~Plan toor ~~consultants~~otherwise suspend, amend or ~~any~~terminate ~~other~~the ~~persons~~Plan and may, ~~nor~~with ~~shall~~the ~~any consultant~~consent ~~have~~of ~~any~~an ~~discretionary~~optionee, ~~authority~~make orsuch modification of the ~~authority~~terms toand ~~bind~~conditions ~~the~~of ~~Company~~such optionee’s option as inthe ~~any~~Committee ~~material~~shall ~~respect~~deem advisable.

42Board Compensation

~~Item~~Directors of the Company have received compensation 11in their capacity as directors during the fiscal years ended September 30, 2011 and 2010. ~~Executive~~ ~~Compensation~~Mr. Richard J. Kehmeier and Mr. Jared Beebe, directors of the Company, currently receive compensation of $500 per month for their services to the Company.

~~All executive officers, for services in all capacities to the Company, received the following compensation during the fiscal years ended September 30, 2010 and 2009.~~29

								Long-Term Compensation
		Annual compensation						Awards				Payouts
Name and Principal Position	Fiscal Year	Salary(1)		Bonus		Other Annual Compensation		Restricted Stock Awards(2)		Securities Underlying Options/ SARs		LTIP Payouts		All Other Compensation
George T. Dory,	2010	$	0	$	0	$	30,048	$	0	$	0	$	0	$	0
Chief Executive Officer, President,
Secretary and Treasurer
Kyle Beddome	2010	$	1000 00	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive Officer, President. Secretary and Treasurer	2009	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Director and Officer Indemnification and Limitations on Liability

~~(1)~~Article ~~Personal~~Twelfth ~~benefits~~of ~~received~~our byArticles of Incorporation and Section 6.3 of Article VI of our Bylaws limit the ~~Company’s~~liability ~~executive~~of directors, officers ~~are~~and ~~valued~~employees ~~below~~to the ~~levels~~fullest ~~which~~extent ~~would~~permitted by ~~otherwise~~Nevada ~~require~~law. ~~disclosure~~Consequently, ~~under~~our ~~the~~directors ~~rules~~will not be personally liable for monetary damages for breach of ~~the~~their ~~U.S.~~fiduciary ~~Securities~~duties as ~~and~~directors, ~~Exchange~~except ~~Commission.~~in the following circumstances:

~~(2)~~* ~~The~~A ~~Company~~violation ~~does~~of ~~not~~the ~~currently~~criminal ~~provide~~law, ~~any~~unless ~~contingent~~the director, officer, employee or ~~deferred~~agent ~~forms~~had ofreasonable ~~compensation~~cause ~~arrangements,~~to ~~annuities,~~believe ~~pension~~his conduct was lawful or ~~retirement~~had ~~benefits.~~no reasonable cause to believe his conduct was unlawful;

~~Committees~~* ofA transaction from which the ~~Board~~director, ~~of Directors~~officer, employee, or agent derived an improper personal benefit;

~~The Company~~* ~~does~~Willful ~~not~~misconduct ~~have~~or ana ~~audit~~conscious ~~committee,~~disregard ~~compensation~~for ~~committee,~~the ~~nominating committee,~~best interests of the corporation in a proceeding by or anin ~~executive~~the ~~committee~~right of the ~~Board~~corporation to procure a judgment in its favor on in a proceeding by or in the right of ~~Directors~~a shareholder.

~~Compliance~~This ~~with~~limitation ~~Section~~of liability does not apply ~~16(a)~~arising ofunder federal securities laws and does not affect the ~~Securities~~availability ~~Exchange~~of ~~Act~~equitable remedies such as injunctive relief or rescission.

~~Section~~Insofar as indemnification for liabilities ~~16(a)~~arising ofunder the Securities ~~Exchange~~ Act of ~~1934~~1933 ~~requires~~may ~~the~~be ~~Company’s~~permitted ~~executive officers~~to ~~and~~ directors, officers, and controlling persons ~~who~~of ~~beneficially~~the ~~own~~Company ~~more than ten percent~~pursuant ofto the ~~Company’s~~foregoing ~~equity securities~~provisions, toor ~~file~~otherwise, ~~reports~~the ofCompany ~~ownership~~has ~~and~~been ~~changes~~advised that in ~~ownership~~ ~~with~~the opinion of the Securities ~~and~~ Exchange Commission~~. Officers, directors and~~ ~~greater~~such ~~than~~indemnification ~~10%~~is ~~percent~~against ~~shareholders~~public ~~are~~policy ~~required~~as byexpressed ~~SEC~~in ~~regulation to furnish~~ the ~~Company~~Securities ~~with~~Act ~~copies~~ of ~~all~~1933 ~~Section~~and, ~~16(a)~~is ~~forms~~therefore, ~~they file~~unenforceable.

~~The Company~~Item ~~encourages~~12. ~~control~~Security ~~persons~~Ownership toof beCertain upBeneficial toOwners ~~date~~and ~~with~~Management ~~their~~and ~~filings~~Related ~~in relation~~Stockholder ~~to Section 16~~Matters.

~~Benefit~~The following table sets forth information ~~Plans~~on the ownership of the outstanding Common Stock of the Company by officers and directors, as well as those who own beneficially more than five percent of our outstanding Common Stock, base on 243,873,334 common shares as of September 30, 2011.

The Company does not have any pension plan, profit sharing plan, or similar plans for the benefit of its officers, directors or employees. However, the Company may establish such plans in the future.

Name and Address	Amount and Nature	Percentage
of Beneficial Owner	of Beneficial Ownership	of Class

George T. Dory	126,000,000 shares	51.7%
81 Oxford Street
London, WID 2EU,
United Kingdom

Officers and Director as a group
(three persons)	126,000,000 shares	51.7%

43(1) Under SEC Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding on the date of this Information Statement.

~~Directors of~~Not ~~the Company have received compensation in their capacity as directors during the fiscal years ended September 30, 2010 and 2009~~Applicable. ~~Mr. Richard J. Kehmeier and~~ See ~~Mr.~~Item ~~Jared~~8 ~~Beebe,~~– ~~directors~~Note of3 to the ~~Company,~~financial ~~currently~~statements ~~receive compensation~~ of ~~$500~~ ~~per month for their services to~~ the Company.

~~Director~~Item ~~and~~14. ~~Officer Indemnification~~Principal ~~and~~Accounting ~~Limitations~~Fees onand ~~Liability~~Services.

~~Article Twelfth~~The ofaggregate ~~our~~fees ~~Articles~~billed ~~of Incorporation and Section 6.3 of Article VI of our Bylaws limit the liability of directors, officers and employees to the fullest extent permitted~~ by ~~Nevada law. Consequently,~~ our ~~directors will not be~~principal ~~personally~~accounting ~~liable~~firm for ~~monetary~~fees ~~damages~~billed for ~~breach~~fiscal ofyears ~~their~~ended ~~fiduciary~~September ~~duties as directors~~30, ~~except~~2011 inand ~~the~~2010, ~~following~~are ~~circumstances~~as follows:

* A violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

Name	Audit Fees		Audit Related Fees		Tax Fees		All Other Fees
LBB and Associates Ltd., LLP for fiscal year ended September 30, 2011	$	24,815	$	0	$	0	$	0

LBB and Associates Ltd., LLP for fiscal year ended September 30, 2010	$	16,525	$	0	$	0	$	0

*The ACompany ~~transaction~~does ~~from~~not ~~which~~currently ~~the~~have ~~director,~~an ~~officer,~~audit committee. ~~employee~~As a result, orour ~~agent~~Board ~~derived~~of Directors performs the duties and functions of an ~~improper~~audit ~~personal~~committee. ~~benefit;~~The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of our auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

* Willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor on in a proceeding by or in the right of a shareholder.30

~~This limitation~~PART ~~of liability does not apply arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.~~IV

~~Insofar as~~Item ~~indemnification~~15. ~~for~~Exhibits. ~~liabilities~~Financial ~~arising~~Statement under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and, is therefore, unenforceableSchedules.

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~Exhibits

1.1 The ~~following~~ ~~table~~Articles ~~sets forth information on the ownership~~ of ~~the~~Incorporation ~~outstanding Common Stock~~ of the Company byare ~~officers~~incorporated ~~and~~by ~~directors,~~reference asherein ~~well~~to asExhibits ~~those~~3.1 ~~who~~and ~~own beneficially~~3.2 ~~more~~to ~~than~~the ~~five~~Form ~~percent~~S-1 ofregistration ~~our~~statement ~~outstanding~~filed ~~Common~~by ~~Stock,~~the ~~base~~Company on ~~59,360,000~~ ~~common~~December ~~shares~~31, as2008 ~~of September~~[File ~~30, 2010~~No. 333-156526]

443.1 By Laws of the Company

Name and Address		Amount and Nature		Percentage
	10.1	Option Agreement dated March 13, 2010 with MinQuest, Inc. to Acquire mining claims in LaPaz County, Arizona, krown as the Little Butte property, is herby incorporated herein by reference to Exhibit 10.1 to the Form 8-K current report of the Company filed on March 16, 2010.
of Beneficial Owner		of Beneficial Ownership		of Class
	10.2	Amendment to Option Agreement with MinQuest Inc. dated March 12, 2010, is hereby incorporated herein by reference to Exhibit 10.4 to the Form 10-Q quarterly report of the Company for the period ended March 31, 2010.
George T. Dory		31,500,000 shares			53.1	%
	14.1	Code of Ethics is hereby incorporated herein by reference to Exhibit 14.1 to the Form 10-K Annual Report of the Company for the fiscal year ended September 30, 2011.
81 Oxford Street
London, WID 2EU,
United Kingdom
Jared Beebe			0		0
455 Croissant Boyer
Ile-Bizard, QC H9C 252
Canada
Richard J. Kehmeier			0		0
25187 Red Cloud Drive
Conifer, Colorado 80433
Cede & Co.		18,720,000 shares			31.54	%
Box 20
Bowling Green Station
New York, New York 10004
Officers and Director as a group
(three persons)		31,500,000 shares			53.1	%

(31.1~~) Under~~ ~~SEC~~Certification ~~Rule 13d-3, a beneficial owner~~ of aRobert security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding on the date of this Information Statement.Coale

~~Item 13~~32. ~~Certain~~1 ~~Relationships~~Certification ~~and~~of ~~Related~~Robert ~~Transactions, and Director Independence.~~Coale

~~Not Applicable. See Item 8 – Note 3 to the financial statements of the Company.~~31

45SIGNATURES

~~Item~~Pursuant to the requirements of Section 13 ~~14. Principal~~or ~~Accounting~~15(d) ~~Fees~~of ~~and~~the ~~Services~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The aggregate fees billed by our principal accounting firm for fees billed for fiscal years ended September 30, 2010 and 2009, are as follows:

		Tuffnell Ltd.

Date: January 13, 2012	By:	/s/ Robert Coale
		Robert Coale
		President

Name	Audit Fees		Audit Related Fees		Tax Fees		All Other Fees
LBB and Associates Ltd., LLP for fiscal year ended September 30, 2010	$	16,525	$	0	$	0	$	0
LBB and Associates Ltd., LLP for fiscal year ended September 30, 2009	$	11,500	$	1,300	$	0	$	0

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

The Company does not currently have an audit committee. As a result, our Board of Directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of our auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

		Tuffnell Ltd.

Date: January 13, 2012	By:	/s/ Robert Coale
		Robert Coale

~~PART IV~~32

Item 15. Exhibits. Financial Statement Schedules.

Exhibits

1.1 The Articles of Incorporation of the Company are incorporated by reference herein to Exhibits3.1 and 3.2 to the Form S-1 registration statement filed by the Company on December 31, 2008 [File No. 333-156526]

3.1 By Laws of the Company

10.1 Option Agreement dated March 13, 2010 with MinQuest, Inc. to Acquire mining claims in LaPaz County, Arizona, krown as the Little Butte property, is herby incorporated herein by reference to Exhibit 10.1 to the Form 8-K current report of the Company filed on March 16, 2010.

10.2 Amendment to Option Agreement with MinQuest Inc. dated March 12, 2010, is hereby incorporated herein by reference to Exhibit 10.4 to the Form 10-Q quarterly report of the Company for the period ended March 31, 2010.

10.3 Lode Mining Claims to use 1-4 claims in Esmeralda County, Nevada, issued by U.S. Bureau of Land Management dated August 7, 2008.

11 Statement re: computation of per share earnings Reference is made to the statements of operations of the financial statements of the Company for the fiscal year ended September 30, 2010, included in this Form 10-K annual report of the Company.

14.1 Code of Ethics is hereby incorporated herein by reference to Exhibit 14.1 to the Form 10-K Annual Report of the Company for the fiscal year ended September 30,2009.

21 Description of subsidiaries

31.1 Certification of George Dory

32.1 Certification of George Dory

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Tuffnell Ltd.
Date: January 11, 2011	By:	/s/ George Dory
		George Dory
		Director, Chief Executive Officer, President, Treasurer, chief financial officer and principal accounting officer, and Secretary

		Tuffnell Ltd.
Date: January 11, 2011	By:	/s/ George Dory
		George Dory
		Chief Executive Officer, Treasurer, chief financial officer and accounting officer, and Secretary

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