UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

ACT OF 1934

For the Quarterly Period Ended October 31, 2012

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

ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 000-54453

GRIZZLY GOLD CORP.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices) (Zip Code)

(775) 888-1385

(Registrant's telephone number, including area code)

_____________________________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes

[ ] No

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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 48,150,000 shares of common stock, $0.0001 par value, issued and outstanding as of December 6, 2012.

TABLE OF CONTENTS

	Page

PART I - Financial Information	3

Item 1. Financial Statements	3
Balance Sheets October 31, 2012 (unaudited), and April 30, 2012	3
Statements of Operations (unaudited) for the three and six month periods ended	4
October 31, 2012 and 2011 and for the period from April 21, 2010 (inception) to October 31, 2012
Statements of Cash Flows (unaudited) for the six month periods ended	5
October 31, 2012 and 2011 and for the period from April 21, 2010 (inception) to October 31, 2012
Notes to the Financial Statements	7
Item 2. Management’s Discussion and Analysis or Plan of Operations	13
Item 3 Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16

PART II – Other Information	16

Item 1. Legal Proceedings	16
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	17

Item 1. Financial Statements

GRIZZLY GOLD CORP.

A Development Stage Company

BALANCE SHEETS

	(Unaudited) October 31,			April 30,
	2012			2012
ASSETS
Current Assets
Cash	$	216,806		$	142,287
Prepaid expenses		5,358			3,545
Total Current Assets		222,164			145,832

Reclamation deposit (note 5)		9,976			6,154

Total Assets	$	232,140		$	151,986

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	43,129		$	15,974
Total Current Liabilities		43,129			15,974

Stockholders’ Equity
Common Stock, Par Value $0.0001
Authorized 300,000,000 shares,
48,150,000 shares issued and outstanding at
October 31, 2012 (April 30, 2012 – 47,900,000)		4,815			4,790
Paid-in capital		722,477			366,210
Deficit accumulated during the development stage		(538,281	)		(234,988	)
Total Stockholders’ Equity		189,011			136,012

Total Liabilities and Stockholders’ Equity	$	232,140		$	151,986

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

GRIZZLY GOLD CORP.

A Development Stage Company

STATEMENTS OF OPERATIONS

(Unaudited)

													Cumulative
	For the Three Months						For the Six Months						Since
	Ended						Ended						April 21, 2010,
	October 31,						October 31,						(Inception) to
	2012			2011			2012			2011			October 31, 2012
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Revenues		-			-			-			-			-
Gross Margin		-			-			-			-			-

Expenses
Mineral Property Exploration Expenditures		132,981			30,865			162,898			52,261			266,376
General and Administrative		107,556			15,625			120,395			40,421			231,905
Total Expenses		240,537			46,490			283,293			92,682			498,281

Net Loss from Operations		(240,537	)		(46,490	)		(283,293	)		(92,682	)		(498,281	)

Other Income (Expense)
Interest		-			-			-			-			-
Net Other Income (Expense)		-			-			-			-			-

Write-down of Mineral Property Acquisition Payments		-			-			(20,000	)		(20,000	)		(40,000	)

Net Loss	$	(240,537	)	$	(46,490	)	$	(303,293	)	$	(112,682	)	$	(538,281	)

Basic and Diluted
Loss per Share	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted Average Shares
Outstanding (1)		47,943,478			47,900,000			47,921,739			47,880,978

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

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

GRIZZLY GOLD CORP.

A Development Stage Company

STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative
							Since
							April 21, 2010
	For the Six Months Ended						(Inception) to
	October 31,			October 31,			October 31,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(303,293	)	$	(112,682	)	$	(538,281	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Compensation Expense of Stock Options		106,292			—			106,292
Write-down of Mineral Property Acquisition Costs		20,000			20,000			40,000
Change in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		(1,813)			(9,320)			(5,358	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		27,155			14,863			43,129
Net Cash Used in Operating Activities		(151,659	)		(87,139	)		(354,218	)

CASH FLOWS FROM INVESTING ACTIVITIES
Mineral Property Acquisition Costs		(20,000	)		(20,000)			(40,000	)
Reclamation Deposit		(3,822)			(6,154)			(9,976)
Net Cash Used in Investing Activities		(23,822	)		(26,154)			(49,976	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Common Stock		250,000			350,000			621,000
Net Cash Provided by Financing Activities		250,000			350,000			621,000

Net (Decrease) Increase in
Cash and Cash Equivalents		74,519			236,707			216,806
Cash and Cash Equivalents
at Beginning of Period		142,287			624			—
Cash and Cash Equivalents
at End of Period	$	216,806		$	237,331		$	216,806

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

GRIZZLY GOLD CORP.

A Development Stage Company

STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

					Cumulative
					Since
	For the Six Months Ended				April 21, 2010
	October 31,		October 31,		(Inception) to
	2012		2011		October 31, 2012
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	—	$	—	$	—
Income taxes	$	—	$	—	$	—

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

GRIZZLY GOLD CORP.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Organization and Basis of Presentation

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

The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis.

Interim Reporting

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

Nature of Operations

The Company is in the development stage and has no products or services as of October 31, 2012. We are currently a development stage company as defined by the U.S. Securities and Exchange Commission (“SEC”) and we are in the business of exploring and if warranted, advancing certain unpatented Nevada mineral claims to a point where we believe maximum shareholder returns can be realized. We currently have one property under option which is located in Humboldt County, Nevada.

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $538,281 for the period from April 21, 2010 (inception) to October 31, 2012, and has no sales. The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property. The Company expects that it will need approximately $275,000 to fund its operations during the next twelve months which will include property option payments, exploration of its property as well as the costs associated with maintaining an office. The Company completed a financing on May 1, 2011 for total proceeds of $350,000 and another financing on October 15, 2012 for total proceeds of $250,000. However, the cash received from these financings is not sufficient to fund all of the Company’s planned operations for the next twelve months. In order to continue to develop its property the Company will need to obtain additional financing. Management may in the future seek additional capital through private placements and public offerings of its common stock, although there are no assurances that management’s plans will be realized. . If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Foreign Currency

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

Concentration of Credit Risk

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

Loss per Share

Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of October 31, 2012 the Company has granted 900,000 stock options. The effects of the Company’s common stock equivalents are anti-dilutive for October 31, 2012 and are thus not presented.

Comprehensive Income

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

Income Taxes

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

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of October 31, 2012.

Uncertain Tax Positions

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

Stock Options

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

Property Holding Costs

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

Exploration and Development Costs

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

Fair Value of Financial Instruments

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

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

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

NOTE 4 – MINERAL EXPLORATION PROPERTY

LB/Vixen Property Acquisition

On May 1, 2011, the Company executed a property option agreement (the “Agreement”) with Nevada Mine Properties II, Inc. (“NMP”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by NMP, a natural resource exploration company. The property known as the LB/Vixen Property is located in Humboldt County, Nevada and currently consists of 82 unpatented claims (the ‘Property”). Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:

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

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

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

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

Both the Company and NMP have the right to assign, sell, mortgage or pledge their rights in each respective Agreement or on each respective Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or NMP which are located within a 1 mile radius of the Property will be included in the option granted to the Company. The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving notice to NMP.

NOTE 5 – RECLAMATION DEPOSIT

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

NOTE 6 – SHARE CAPITAL

Common Share Transactions

On October 15, 2012 the Company closed a private placement of 250,000 common shares at $1.00 per share for a total offering price of $250,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by five non-U.S. persons.

Stock Options

On August 20, 2012 the Company adopted its 2012 Stock Option Plan (“the 2012 Plan”). The 2012 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the 2012 Plan, the granting of stock options, exercise prices and terms are determined by the Company's Board of Directors (the “Board”). Options granted are not to exceed terms beyond five years.

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.

Subject to the foregoing the Board has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Board may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Board shall deem advisable.

During the six months ended October 31, 2012, the Company granted 900,000 stock options to various consultants at an exercise price of $0.96 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options using the following grant date assumptions:

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

The vesting period for some of these options is up to four years. As a result, the unvested portions of the options have been revalued resulting in the recognition of a $106,292 in expense for the six months ended October 31, 2012 with $17,785 being recognized as mineral property exploration expenditures and $88,507 bring recognized as general and administrative.

The following table sets forth the options outstanding under the 2012 Plan as of October 31, 2012:

	Available For Grant			Options Outstanding		Weighted Average Exercise Price $
Balance, April 30, 2012		-			-		-
Approval of 2012 Plan		5,000,000			-		-
Options granted		(900,000	)		900,000		0.96
Balance, October 31, 2012		4,100,000			900,000		0.96

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

Exercise Price	Options Outstanding	Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number of Options Currently Exercisable	Weighted Average Exercise Price
$ 0.96	900,000	4.92	$ 0.96	100,000	$ 0.96
	900,000			100,000

The aggregate intrinsic value of stock options outstanding at October 31, 2012 was $378,000 and the aggregate intrinsic value of stock options exercisable at October 31, 2012 was $42,000. No stock options were exercised during the six months ended October 31, 2012. As of October 31, 2012 there was $510,000 in unrecognized compensation expense that will be recognized over the next 3.5 years.

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

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

NOTE 7 – RELATED PARTY TRANSACTIONS

Commencing April 5, 2011 and August 3, 2012 respectively the Company began paying two of its directors $500 per month to serve on its Board of Directors. In addition, commencing December 1, 2011, the Company began paying its President and CEO $500 per month to serve on its Board of Directors. The payments are made quarterly in advance. The total amount paid to the Directors for the six months ended October 31, 2012 was $7,500.

The Company also has a consulting agreement with its principal executive officer to provide a variety of services including planning and conducting its exploration programs, assisting with the identification and assessment of properties for potential acquisition or option by the Company, and for geological and administrative services provided to the Company. The Company paid $18,300 for fees under this agreement for the six months ended October 31, 2012.

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

The following discussion should be read in conjunction with the financial statements of Grizzly Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended April 30, 2012 filed by the Company with the Securities and Exchange Commission.

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

General

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

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

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

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties. To date we have one property under option. We have not yet conducted any significant exploration on the property but we have initiated an exploration program that will include mapping, sampling, surveying and drilling on the property. There has been no indication as yet that any mineral deposits exist on the property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic feasibility can be determined.

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

Plan of Operation

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

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

LB/Vixen Property

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

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

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

The planned work will be overseen by the Company’s President who has visited the LB/Vixen Property several times, and will be undertaken largely by contractors. The Company does not currently have any contracts or arrangements in place with any third parties for the planned work. In October, 2012 the Company completed its phase 2-soil sampling that focused and expanded on the phase 1 anomalous areas and helped fine-tune the drill targeting process on the LB Vixen.

The Company has received approval of work plan from the Bureau of Land Management (“BLM”) and has paid the reclamation bond of $9,976.

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

Results of Operations

We did not earn any revenues during the three or six month periods ended October 31, 2012 or 2011. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral property. We are presently in the development stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

For the three months ended October 31, 2012 we had a net loss of $240,537 compared to a net loss of $46,490 for the three months ended October 31, 2011. The increase in the net loss was largely due to an increase in expenses related to the Company’s recently-completed drill program on the LB/Vixen property and due to stock-based compensation. Mineral property exploration expenditures have increased in the current quarter to $132,981 compared to $30,865 for the same quarter in 2011. The Company completed its drill program on the LB/Vixen property during the three months ended October 31, 2012. In the prior period the Company was undertaking its initial assessment of the LB/Vixen property. The increase in general and administrative expenses to $107,556 for the quarter ended October 31, 2012 was largely due to the recognition of stock-based compensation. Of the $106,292 in total stock-based compensation recognized for the three months ended October 31, 2012, $88,507 was recognized as general and administrative and $17,785 was recognized as mineral property exploration expenditures. No stock-based compensation expense was recognized in the prior period as no stock options had been granted at that time.

For the six months ended October 31, 2011 we had a net loss of $303,293 compared to $112,682 for the six months ended October 31, 2011. The increase in the net loss was largely due to an increase in expenses related to the Company’s recently-completed drill program on the LB/Vixen property and to stock-based compensation. Mineral property exploration expenditures have increased in the current period to $162,898 compared to $52,261 for the same period in 2011 as a result of the drill program. Of the $106,292 in stock-based compensation recognized for the six months ended October 31, 2012, $88,507 was recognized as general and administrative and $17,785 was recognized as mineral property exploration expenditures. No stock-based compensation expense was recognized in the prior period as no stock options had been granted at that time.

Liquidity and capital resources

We had working capital of $179,035 at October 31, 2012 consisting of cash of $216,806, prepaid expenses of $5,358 and total current liabilities of $43,129.

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

$60,000 in connection with property option payments under the Company’s LB/Vixen option agreement;

$161,000 in property exploration expenses and claim payments in order to meet the requirements of the Company’s property option agreement;

$54,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

Cash used in operations was $151,659 for the six months ended October 31, 2012 while it was $87,139 for the six months ended October 31, 2011. The increase in cash used in operations was largely due to an increase in the net loss in 2012 to $303,293 from a net loss of $112,682 in 2011. Partially offsetting the impact of the higher net loss was the recognition of $106,292 in stock-based compensation for the six months ended October 31, 2012 while no stock-based compensation was recognized in the prior period. Working capital changes for the six months ended October 31, 2012 included an outflow of $1,813 from an increase in prepaid expenses and an inflow of $27,155 from an increase in accounts payable and accrued liabilities. The comparable balances for the six months ended October 31, 2011 was an outflow from an increase in prepaid expenses of $9,320 and an inflow of $14,863 from changes in accounts payable and accrued liabilities. Cash flows from financing activities for 2012 were $250,000 received from the proceeds of a private placement, while in 2011 the Company received $350,000 from the proceeds of a private placement. Investing activities for the six months ended October 31, 2012 were the result of the write-down of the $20,000 property option payment on the LB/Vixen property and an increase in the Company’s LB/Vixen reclamation bond of $3,822. For the six months ended October 31, 2011 investing activities were the result of the $20,000 write-down of the initial payment under the LB/Vixen property option agreement and $6,154 relating to the initial portion of the LB/Vixen bond.

The Company currently expects that it will need approximately $275,000 to fund its operations during the next twelve months which will include property option payments, exploration of its property as well as the costs associated with maintaining an office. The Company completed a financing on May 1, 2011 for total proceeds of $350,000 and completed another financing on October 15, 2012 for total proceeds of $250,000. However, the cash received from these financings is not sufficient to fund all of its planned operations for the next twelve months. In order to continue to explore and develop its property the Company will need to obtain additional financing. Management may in the future seek additional capital through private placements and public offerings of its common stock, although there are no assurances that management’s plans will be realized.,

Going Concern Consideration

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

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

On October 15, 2012 the Company closed a private placement of 250,000 common shares at $1.00 per share for a total offering price of $250,000. The common shares were offered by the Registrant pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by five non-U.S. persons. The Company will use the proceeds to fund its drill program and for general working capital purposes.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mining Safety Disclosures

The Company does not have any mining operations.

Item 5. Other information

None.

Item 6. Exhibits

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

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

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

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

SIGNATURES

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

Date: December 6, 2012

GRIZZLY GOLD CORP.

By: /s/ Paul Strobel

Paul Strobel

President, Chief Executive Officer and Treasurer

(Principal Executive, Financial, and Accounting Officer)

Grizzly Gold Corp. 10-Q