UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2011
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the ~~transition~~quarterly period ~~from _________ to~~ended ~~_________~~August 31, 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: 000-52372

BLACK TUSK MINERALS, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		20-3366333
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7425 Arbutus Street
Vancouver, British Columbia, Canada		V6P 5T2
(Address of principal executive offices)		(Zip Code)

(778) 999-2575 (Registrant’s telephone number, including area code)

N/A (~~Registrant’s~~Former ~~telephone~~name, ~~number~~former address and former fiscal year, ~~including~~if ~~area~~changed ~~code~~since last report)

~~N/A~~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

~~(Former~~Indicate ~~name,~~by ~~former~~check ~~address~~mark whether the registrant has submitted electronically and ~~former~~posted ~~fiscal~~on ~~year~~its corporate Web site, if ~~changed~~any, ~~since~~every ~~last~~Interactive ~~report~~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 (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. o Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes o 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 (Check one):

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company ox

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

Number of common shares outstanding at ~~April~~October 1417, 2011: 47,~~000~~453,~~000~~ 510

TABLE OF CONTENTS

PART I.FINANCIAL INFORMATION 1 ITEM 1. Financial Statements. 1 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 26 ITEM 4. Controls and Procedures 26 PART II. OTHER INFORMATION 26 ITEM 1. Legal Proceedings 26 ITEM 1A. Risk Factors 26 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 ITEM 3. Defaults Upon Senior Securities 27 ITEM 4. (Removed and Reserved) 27 ITEM 5. Other Information 28 ITEM 6. Exhibits 29 SIGNATURES 30

PART I.	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements.	3
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	15
ITEM 4.	Controls and Procedures	15
PART II.	OTHER INFORMATION	16
ITEM 1.	Legal Proceedings	16
ITEM 1A.	Risk Factors	16
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 3.	Defaults Upon Senior Securities	16
ITEM 4.	(Removed and Reserved)	16
ITEM 5.	Other Information	16
ITEM 6.	Exhibits	17
SIGNATURES		18
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements.

Black Tusk Minerals Inc.

(An Exploration Stage Company)

(unaudited)

August 31, 2011

	Index

Consolidated Balance Sheets	F-1

Consolidated Statements of Operations	F-2

Consolidated Statements of Cash Flows	F-3

Notes to the Consolidated Financial Statements	F-4

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)

	February 28, 2011 $			May 31, 2010 $
	August 31, 2011 $			May 31, 2011 $
	(unaudited)
ASSETS
Current Assets
Cash		199,~~484~~096			~~257~~2
Prepaid expenses		–596			~~140~~964
Total Current Assets		199,~~484~~692			~~397~~966
Equipment		2,~~547~~073			–2,310
Total Assets		2211,~~031~~765			~~397~~3,276
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		4799,~~336~~032			3385,~~283~~872
Accrued liabilities		~~117~~15,483			1222,~~816~~590
Due to related parties (Note 3)		~~153~~20,~~671~~911			~~224~~151,~~734~~673
Total Current Liabilities		201,124			270,833
Convertible notes and interest, current (Note 5)		63,402			60,168
Convertible Notes and Interest (Note 5)		100,762			52,169
Total Current Liabilities		198,828			320,303
Total Liabilities		301,886			323,002
Convertible Notes and Interest (Note 5)		34,905			34,313
Contingencies (Note 1) Commitments (Note 11) Subsequent Event (Note 12) Stockholders’ Deficit
Total Liabilities		233,733			354,616
Common Stock, 4,000,000 shares authorized, $0.001 par value 3,533,333 shares issued and outstanding (May 31, 2010 – 1,015,785) (Note 6)		3,533			944
Contingencies (Note 1)
Additional Paid-in Capital		2,488,761			2,359,006
Subsequent Events (Note 10)
Donated Capital (Note 3)		49,500			42,750
Common Stock, 100,000,000 shares authorized, $0.001 par value 6,970,176 shares issued and outstanding (May 31, 2011 – 4,000,000) (Note 6)		6,970			4,000
Deficit Accumulated During the Exploration Stage		(2,821,649	)		(2,725,305	)
Additional Paid-in Capital		2,741,832			2,596,294
Total Stockholders’ Deficit		(279,855	)		(322,605	)
Common Stock Issuable (Note 6 (c))		10,000			–
Total Liabilities and Stockholders’ Deficit		22,031			397
Common Stock Subscribed (Note 6 (d) and (e))		32,500			–
Donated Capital (Note 3)		54,000			51,750
Deficit Accumulated During the Exploration Stage		(3,067,270	)		(3,003,384	)
Total Stockholders’ Deficit		(221,968	)		(351,340	)
Total Liabilities and Stockholders’ Deficit		11,765			3,276

~~See~~(The ~~Accompanying~~accompanying ~~Notes~~notes toare ~~Financial~~an ~~Statements~~integral part of these consolidated financial statements)

F-1

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Expressed in US dollars)

(Unaudited)

	Accumulated From August 8, 2005 (Date of Inception)			For the Three Months Ended			For the Three Months Ended			~~For the Nine Months Ended~~			~~For the Nine Months Ended~~
	to February 28,			February 28,			February 28,			February 28,			February 28,
	to August 31,			August 31			August 31,
	2011 $			2011 $			2010 $			2011 $			2010 $
	2011			2011			2010
Revenue		–			–			–			–			–
	$			$			$
Expenses
Revenue		–			–			–
Amortization		301			113			–			301			–
Expenses
Donated rent (Note 3)		16,500			750			750			2,250			2,250
Amortization		775			237			75
Donated services (Note 3)		33,000			1,500			1,500			4,500			4,500
Donated rent (Note 3)		18,000			750			750
General and administrative (Note 7)		836,614			13,760			70,882			31,277			614,306
Donated services (Note 3)		36,000			1,500			1,500
Impairment of mineral property costs		1,452,208			–			–			–			–
General and administrative (Note 7)		967,088			16,089			4,721
Mineral property costs (Note 4)		66,840			–			–			20,697			64,101
Impairment of mineral property costs		1,452,208			–			–
Professional fees		358,259			4,393			21,718			28,338			89,974
Mineral property costs (Note 4)		88,670			19,330			20,697
Total Operating Expenses		2,763,722			20,516			94,850			87,363			775,131
Professional fees		439,057			22,154			15,614
Loss From Operations		(2,763,722	)		(20,516	)		(94,850	)		(87,363	)		(775,131	)
Total Operating Expenses		3,001,798			60,060			43,357
Other Expenses
Loss From Operations		(3,001,798	)		(60,060	)		(43,357	)
Interest on convertible notes (Note 5)		(32,167	)		(3,079	)		(3,633	)		(8,981	)		(17,905	)
Other Expenses
Loss on conversion of accounts payable to convertible note (Note 5)		(25,760	)		–			–			–			(878	)
Interest on convertible notes (Note 5)		(39,712	)		(3,826	)		(3,136	)
Total Other Expenses		(57,927	)		(3,079	)		(3,633	)		(8,981	)		(18,783	)
Loss on conversion of accounts payable to convertible note (Note 5)		(25,760	)		–			–
Net Loss		(2,821,649	)		(23,595	)		(98,483	)		(96,344	)		(793,914	)
Total Other Expenses		(65,472	)		(3,826	)		(3,136	)
Net Loss Per Share – Basic and Diluted					(0.01	)		(0.10	)		(0.08	)		(0.84	)
Net Loss		(3,067,270	)		(63,886	)		(46,493	)
Weighted Average Shares Outstanding					1,519,000			938,340			1,134,000			940,140
Net Loss Per Share – Basic and Diluted					(0.01	)		(0.05	)
Weighted Average Shares Outstanding					6,550,000			1,015,785

~~See~~(The ~~Accompanying~~accompanying ~~Notes~~notes toare ~~Financial~~an ~~Statements~~integral part of these consolidated financial statements)

F-2

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)

Accumulated From August 8, 2005 (Date of Inception) to February 28, 2011 $

For the Nine Months Ended February 28, 2011 $

For the Nine Months Ended February 28, 2010 $

Accumulated From August 8, 2005 (Date of Inception) to August 31, 2011

For the Three Months Ended August 31, 2011

For the Three Months Ended August 31, 2010

Operating Activities

Net loss

(23,~~821~~067,~~649~~270

)

(9663,~~344~~886

)

(~~793~~46,~~914~~493

)

Adjustments to reconcile net loss to cash:

Amortization

~~301~~775

~~301~~237

–75

Impairment of mineral property

1,452,208

–

Loss on conversion of accounts payable to convertible note

25,760

–

~~878~~–

Donated services and rent

4954,~~500~~000

62,~~750~~250

Common stock issued for services

4,000

–

Accretion of convertible debt

2934,~~596~~660

62,~~410~~615

173,~~905~~185

Gain on settlement of debt

2,867

~~2,867~~–

–

Stock – based compensation

~~557~~635,903

–

~~557,903~~–

Changes in operating assets and liabilities:

Prepaid expenses

–(596

)

~~140~~368

~~(59~~140

)

Accounts payable and accrued liabilities

~~105~~175,~~558~~100

67,~~239~~264

2712,~~116~~731

Due to related parties

~~147~~163,~~772~~521

3717,~~240~~746

~~101~~27,~~406~~879

Net Cash Used in Operating Activities

(~~446~~519,~~184~~072

)

(3633,~~397~~406

)

(~~82,015~~233

)

Investing Activities

Purchase of equipment

(1,495

)

~~(1,495~~–

)

–

Mineral property acquisition costs

(112,208

)

–

Net Cash Used in Investing Activities

(113,703

)

~~(1,495~~–

)

–

Financing Activities

Bank indebtedness

–

4,308

Proceeds from issuance of common stock

474,437

42,500

–

Proceeds from issuance of common stock

411,937

16,500

5,000

Proceeds from loans

93,613

–

Proceeds from loans

93,613

43,500

45,113

Repayment of loans

(25,381

)

–

Repayment of loans

(25,381

)

(2,881

)

(22,500

)

Share issuance costs

(12,000

)

–

Advance from related party

111,202

–

~~53,094~~–

Repayment of advance to related party

–

(3,000

)

Net Cash Provided by Financing Activities

641,871

42,500

–

Net Cash Provided by Financing Activities

579,371

57,119

82,015

Increase (Decrease) In Cash

9,096

9,094

(233

)

Increase (Decrease) In Cash

19,484

19,227

–

Cash - Beginning of Period

–

257

Cash - Beginning of Period

–

257

–

Cash - End of Period

9,096

Cash - End of Period

19,484

–

Supplemental Disclosures

Interest paid

36,~~974~~528

21,~~615~~211

1,159

Income tax paid

–

Non-cash Investing and Financing Activities

Common shares issued upon the conversion of convertible notes

27,613

–

27,613

Common shares issued for mineral property

1,330,000

–

Settlement of accounts payable for convertible notes

64,381

–

2,881

Common shares issued for settlement of accounts payable

3,254

–

Common shares issued for settlement of due to related party

258,838

148,508

–

Issuance of convertible notes for mineral property costs

34,113

–

34,113

~~Supplemental~~(The ~~Cash~~accompanying ~~Flow~~notes ~~Information~~are ~~(Note~~an 10integral part of these consolidated financial statements)

~~See Accompanying Notes to Financial Statements~~F-3

3Black Tusk Minerals Inc.

~~Black Tusk Minerals Inc.~~ (An Exploration Stage Company) ~~Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)~~

Notes to the Unaudited Consolidated Financial Statements

August 31, 2011

(Expressed in US dollars)

1.	Nature of Business and Continuance of Operations

Black Tusk Minerals Inc. (the “Company”) was incorporated in the State of Nevada on August 8, 2005. Effective September 21, 2007, the Company incorporated a wholly-owned Peruvian subsidiary, Black Tusk Minerals Peru SAC. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its management and shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at ~~February~~August 2831, 2011, the Company has a working capital deficiency of $~~181~~189,~~640~~136 and has accumulated losses of $23,~~821~~067,~~649~~270 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s plans for the next twelve months are to focus on the exploration of its mineral properties in Peru and estimates that cash requirements of approximately $575,000 will be required, $225,000 for research and studies and $350,000 for exploration and administration costs and to fund working capital. There can be no assurance that the Company will be able to raise sufficient funds to pay the expected expenses for the next twelve months.

2.	Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned Peruvian subsidiary, Black Tusk Minerals Peru SAC. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is May 31.

On October 11, 2010, the Company effected a 50:1 reverse stock-split of its issued and outstanding common stock. The issued and outstanding share capital decreased from 47,189,262 shares of common stock to 943,785 shares of common stock. All per share amounts, number and exercise price of stock options;, warrants and conversion price of convertible debt have been retroactively restated to reflect the reverse stock-split.

Interim Consolidated Financial Statements

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended May 31, ~~2010~~2011, included in the Company’s Annual Report on Form 10-K filed on ~~September~~August 1530, ~~2010~~2011 with the SEC.

The ~~interim~~ consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at ~~February~~August 2831, 2011, and the consolidated results of its operations and consolidated cash flows for the three months ~~and nine months~~ ended ~~February~~August 2831, 2011 and ~~February~~August 2831, 2010. The results of operations for the three months ~~and nine months~~ ended ~~February~~August 2831, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year ending May 31, ~~2011~~2012.

F-4

Black Tusk Minerals Inc. ~~(An Exploration Stage Company) Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)~~

(An Exploration Stage Company)

Notes to the Unaudited Consolidated Financial Statements

August 31, 2011

(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to impairment of its mineral properties, valuation of donated capital, stock-based compensation, valuation of financial instruments and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of other comprehensive loss and its components in the financial statements. As at ~~February~~August 2831, 2011 and 2010, the Company has no items that represent other comprehensive loss and therefore, has not included a schedule of other comprehensive loss in the financial statements. The Company’s Peruvian subsidiary uses the US dollar for its transactions and accounts for its operations in US dollars, which does not give rise to other comprehensive income or loss.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 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 income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential split-adjusted shares if their effect is anti-dilutive. Split-adjusted shares underlying these securities totalled 36,~~815~~975,~~218~~165 as at ~~February~~August 2831, 2011 (2010 – ~~130~~89,~~275~~014).

f) ~~Cash and Cash Equivalents~~Equipment

Equipment is comprised of computer equipment and is recorded at cost and amortized using the straight line method over the estimated useful life of 3 years.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

gh) Mineral Property Costs

The Company has been in the exploration stage since its inception on August 8, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

~~h) Long~~F-~~Lived Assets~~5

InBlack ~~accordance~~Tusk ~~with~~Minerals ASC 360, Property, Plant, and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverableInc. ~~Circumstances which could trigger a review include, but are not limited to: significant decreases in~~

5(An Exploration Stage Company)

~~Black Tusk Minerals Inc. (An Exploration Stage Company)~~ Notes to the Unaudited Consolidated Financial Statements ~~February 28, 2011 (Expressed in US dollars) (Unaudited)~~

h)August ~~Long-Lived~~31, ~~Assets (continued)~~2011

~~the~~(Expressed ~~market price of the asset; significant adverse changes~~ in ~~the~~US business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.dollars)

i)2. ~~Financial~~Summary ~~Instruments~~of ~~and~~Significant ~~Fair~~Accounting ~~Value~~Policies ~~Measures~~(continued)

~~The~~i) ~~Company’s~~Long-Lived financial instruments consist principally of cash, accounts payable, amounts due to related parties and convertible notes. The Company believes that the recorded values of all of the Company’s financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.Assets

~~The~~In accordance with ASC 360, Property, Plant, and Equipment, the Company’s ~~operations~~tests ~~are~~long-lived assets or asset groups for recoverability when events or changes in ~~Canada,~~circumstances indicate that their carrying amount may not be recoverable. Circumstances which ~~results~~could intrigger ~~exposure~~a review include, but are not limited to: significant decreases in the market ~~risks~~price ~~from~~of the asset; significant adverse changes in ~~foreign~~the ~~currency~~business ~~rates.~~climate ~~The~~or ~~financial~~legal ~~risk~~factors; isaccumulation of costs significantly in excess of the ~~risk~~amount tooriginally expected for the ~~Company’s~~acquisition ~~operations~~or ~~that~~construction ~~arise~~of ~~from~~the ~~fluctuations~~asset; incurrent ~~foreign~~period ~~exchange~~cash ~~rates~~flow ~~and~~or ~~the~~operating ~~degree~~losses combined with a history of ~~volatility~~losses or a forecast of ~~these~~continuing ~~rates.~~losses ~~Currently,~~associated with the ~~Company~~use ~~does~~of the asset; and current expectation that the asset will more likely than not ~~use~~be ~~derivative~~sold ~~instruments~~or todisposed ~~reduce~~significantly before the end of its ~~exposure~~estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to ~~foreign~~result ~~currency~~from ~~risk~~the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

j) ~~Income~~Financial ~~Taxes~~Instruments and Fair Value Measures

The Company’s financial instruments consist principally of cash, accounts payable, amounts due to related parties and convertible notes and interest. The Company believes that the recorded values of all of the Company’s financial instruments approximate their current fair values because of their nature, respective relatively short maturity dates or durations or market rates for similar financial instruments.

The Company’s operations are in Canada and Peru, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

kl) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar ("US dollars"). The Company’s Peruvian subsidiary uses the US dollar for its transactions and accounts for its operations in US dollars. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

lm) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation, and ASC 505-50, Equity Based Payments to Non-Employees using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

mn) Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-6

Black Tusk Minerals Inc. ~~(An Exploration Stage Company) Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)~~

(An Exploration Stage Company)

Notes to the Unaudited Consolidated Financial Statements

August 31, 2011

(Expressed in US dollars)

3.	Related Party Transactions and Balances

a) During the ~~nine~~three months ~~ended~~August ~~February 28~~31, 2011, the Company recognized $41,500 (2010 - $41,500) for donated services at $500 per month, and $~~2,250~~750 (2010 - $~~2,250~~750) for donated rent at $250 per month provided by a former director.

b) ~~During~~On February 8, 2011, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~February~~a 28disgorgement and settlement agreement with Magellan Management Company, ~~2011~~wholly owned and controlled by the President of the Company (Magellan). Pursuant to the agreement, the Company ~~paid~~issued 5,163,313 units at $10.05 per unit (“Magellan Placement) to settle $261,~~625~~032 of debt owed to athe ~~former~~Related ~~president~~Company ~~and~~(“Magellan ~~director~~Debt”) as a result of cash advances made by the Magellan to the Company. ~~for~~A ~~returning~~portion ~~65,000~~of ~~split-adjusted~~the ~~shares~~Magellan Placement was rescinded (Refer to Note 3(d) below). Each unit consists of one share of common stock and one warrant to purchase an additional common share of the Company ~~for~~at ~~cancellation~~$0.05. AtAs ~~February~~a ~~28,~~result ~~2011~~of this issuance of units, the ~~Company~~Magellan iswas ~~indebted~~subject to amatching ~~former~~under ~~director~~section 16(b) of the ~~Company~~Securities ~~for~~Exchange ~~$nil~~Act ~~(May~~of 311934, due to sales of shares made by Magellan on August 13 and August 23, 2010. -As a result of the matching transaction, Magellan was required to disgorge $12,~~625~~866 in profits (refer to 3(d) below). The $2,866 was forgiven as part of the Magellan Debt (refer to Note 6(b)).

c) ~~During~~At ~~the~~August ~~nine months ended February 28~~31, 2011, the Company ~~paid~~is ~~$1,375~~indebted to ~~the~~a ~~former~~director ~~secretary,~~and ~~treasurer~~to ~~and~~a ~~director~~company owned by the president of the Company for ~~returning~~$20,911 55(May 31,~~000~~ ~~split~~2011 -~~adjusted~~ ~~shares~~$151,673), of ~~common~~which ~~stock~~$20,911 to(May ~~the Company for cancellation. At February 28~~31, 2011, ~~the~~- ~~Company~~$151,673) isrepresents ~~indebted~~expenses topaid ~~the~~on ~~former~~behalf ~~president~~ of the Company ~~for~~and $nil (May 31, ~~2010~~2011 - $~~1,375~~nil) represents net cash advances provided to the Company. The indebtedness is non-interest bearing, unsecured and has no specific repayment terms.

d) The Company determined that it may have improperly effected a share consolidation and that the Company may not have sufficient authorized capital to satisfy the Company’s business objectives and obligations. On ~~February~~March 830, 2011 and April 14, 2011, the Company entered into a ~~disgorgement~~rescission and ~~settlement~~conditional purchase agreement with Magellan ~~Management~~(the ~~Company,~~“Rescission aand ~~company~~Conditional ~~wholly~~Purchase ~~owned~~Agreements”) ~~and~~whereby ~~controlled~~Magellan byand the ~~President~~Company agreed to rescind a portion of the ~~Company (“~~Magellan~~”).~~ ~~Pursuant~~Placement toby ~~the~~rescinding ~~agreement~~and cancelling 2,703,509 and 266,667 (2,970,176 in the ~~Company~~aggregate) ~~issued~~shares 5of common stock and 2,~~163~~703,~~313~~509 ~~units~~and at266,667 ~~$0.05~~(2,970,176 ~~per~~in ~~unit~~the aggregate) share purchase warrants (collectively, the “~~Magellan~~Rescinded ~~Placement~~Units”) toin ~~settle~~consideration ~~$261,302~~for the Company’s acknowledgement of the debt ~~owed~~obligation toin the ~~Related~~amount ~~Company~~of ~~(“Magellan~~$135,176 ~~Debt”)~~and as$13,333 a($148,509 ~~result~~in ofthe ~~cash~~aggregate) ~~advances~~owed ~~made~~to byMagellan ~~the~~in ~~Magellan~~connection towith the ~~Company.~~rescission Aof a portion of the Magellan Placement. ~~was~~The ~~rescinded~~Company ~~(Refer~~and toMagellan ~~Note~~also ~~3(g)~~agreed ~~below).~~that ~~Each~~the ~~unit~~Company ~~consists~~would ofuse ~~one~~commercially ~~share~~reasonable ofefforts ~~common~~to ~~stock~~amend ~~and~~the ~~one~~Articles ~~warrant~~of Incorporation to ~~purchase~~increase anthe ~~additional~~authorized ~~common~~capital ~~share~~ of the Company, atincluding ~~$0.05.~~obtaining Asshareholder approval for the amendment by a ~~result~~majority of ~~this~~the ~~issuance~~shareholders of ~~units,~~ the ~~Magellan~~Company ~~was~~and ~~subject~~a tomajority ~~matching~~of ~~under~~the ~~Section~~disinterested ~~16(b)~~shareholders of the ~~Securities~~Company ~~Exchange~~(shareholders ~~Act~~excluding ofMagellan ~~1934~~and Gavin Roy), ~~due~~and toupon ~~sales~~the ofincrease in the authorized shares ~~made~~of bycommon stock of the Company, the Company would permit Magellan onto ~~August~~purchase 13the Rescinded Units under the Rescission and ~~August~~Conditional ~~23,~~Purchase ~~2010.~~Agreements Asunder athe ~~result~~same ofterms as the ~~matching~~Magellan ~~transaction~~Placement. On June 13, ~~Magellan~~2011, ~~was~~the ~~required~~Company issued to ~~disgorge~~Magellan, $2,~~866.34~~970,176 inunits, ~~profits~~with ~~(Refer~~each tounit ~~Note~~consisting ~~3(f)~~of ~~below).~~one ~~The~~common share and one common share purchase warrant with a conversion price of $~~2,866~~0.3405 ~~was~~per ~~forgiven~~share asexercisable ~~part~~until ofFebruary 8, 2016, in accordance with the rescission and conditional purchase agreements entered into by Magellan ~~Debt.~~and ~~(Refer~~the toCompany ~~Note~~on ~~6(c))~~March 30, 2011, and April 14, 2011.

e)The Atabove ~~February~~transactions ~~28,~~have ~~2011,~~been ~~the~~recorded ~~Company~~at ~~is indebted to a company owned by~~ the ~~president~~exchange ~~of the Company for $153~~amounts,~~671~~ ~~(May~~being ~~31, 2010 - $221,734), of which $153,671 (May 31, 2010 - $110,532) represents expenses paid on behalf of~~ the ~~Company~~amounts ~~and~~agreed ~~$nil~~upon (May 31, 2010 - $111,202) represents net cash advances provided to the Company. $5,162 of the total amount of $153,671 is non-interest bearing, unsecured and has no specific repayment terms. The remaining indebtedness amount of $148,509 will be converted into units pursuant to a rescission and conditional purchase agreements entered into by the ~~Company and the~~ related ~~party on March 30, 2011 and April 14, 2011 (Refer to Note 3(g) below for details on the Rescission and Conditional Purchase Agreement)~~parties.

f) On February 8, 2011, the Company and Magellan entered into a Section 16 Disgorgement and Settlement Agreement (the “Disgorgement Agreement”). Magellan is wholly owned and controlled by Gavin Roy, the President and a director of the Company. As part of a private placement that occurred on February 8, 2011, the Company issued 5,163,313 units to Magellan in the Magellan Placement, in order to pay off the Magellan Debt (Refer to Notes 3(d) above and 6(c) below). As a result of this issuance of units, Magellan was subject to disgorgement under Section 16(b) of the Securities Exchange Act of 1934, due to sales of shares made by Magellan on August 13 and August 23, 2010. Magellan was required to disgorge $2,867 in profits. Under the terms of the Disgorgement Agreement, Magellan disgorged $2,867 by forgiving that amount of the Magellan Debt.F-7

g)Black ~~The~~Tusk ~~Company~~Minerals ~~determined that it may have improperly effected a share consolidation and that the Company may not have sufficient authorized capital to satisfy the Company’s business objectives and obligations~~Inc. On March 30, 2011 and April 14, 2011, the Company entered into a rescission and conditional purchase agreement with Magellan (the “Rescission and Conditional Purchase Agreements”) whereby Magellan and the Company agreed to rescind a portion of the Magellan Placement by rescinding and cancelling 2,703,509 and 266,667 (2,970,176 in the aggregate) shares of common stock and 2,703,509 and 266,667 (2,970,176 in the aggregate) share purchase warrants (collectively, the “Rescinded Units”) in consideration for the Company’s acknowledgement of

7(An Exploration Stage Company)

~~Black Tusk Minerals Inc. (An Exploration Stage Company)~~ Notes to the Unaudited Consolidated Financial Statements ~~February 28, 2011 (Expressed in US dollars) (Unaudited)~~

3.August ~~Related~~31, ~~Party Transactions and Balances (continued)~~2011

~~the debt obligation in the amount of $135,176 and $13,333~~ (~~$148,509~~Expressed in ~~the~~US ~~aggregate~~dollars) owed to Magellan in connection with the rescission of a portion of the Magellan Placement. The Company and Magellan also agreed that the Company would use commercially reasonable efforts to amend the Articles of Incorporation to increase the authorized capital of the Company, including obtaining shareholder approval for the amendment by a majority of the shareholders of the Company and a majority of the disinterested shareholders of the Company (shareholders excluding Magellan and Gavin Roy), and upon the increase in the authorized shares of common stock of the Company, the Company will permit Magellan to purchase the Rescinded Units under the Rescission and Conditional Purchase Agreements under the same terms as the Magellan Placement.

4.	Mineral Properties

On August 13, 2007, the Company entered into a term sheet with two individuals detailing the principal terms of the Company’s acquisition of 15 mining concessions and pediments covering approximately 8,000 hectares located in the District of Huanza, Province of Huarochiri, Peru. These concessions are subject to a 1% net smelter royalty granted to those individuals. As a result, the Company formed a Peruvian subsidiary to acquire the concessions. On December 5, 2007, the Company entered into a Master Purchase Agreement pursuant to which the Company would issue an aggregate of 400,000 split-adjusted common shares of the Company to the individuals for the transfer of the properties to the Company’s subsidiary. On April 24, 2008, the Company issued the 400,000 split-adjusted common shares at a fair value of $1,330,000. The Company paid $50,000 for the right to use adjacent property for mineral exploration purposes and has spent $41,860 on road building. The total cost of $1,421,860 was recognized as an impairment loss during the year ended May 31, 2008. On December 7, 2010, the Company entered into an Amendment to the Mining Concession Agreement. Pursuant to the amendment, both parties agreed to terminate the 1% NSR royalty.

During the year ended May 31, 2010, the Company acquired additional mining rights in the district of Huanza, Province of Huarochiri, Peru by paying $21,958 and incurred $42,143 of mineral property costs. During the ~~nine~~year ~~months~~ ended ~~February~~May 2831, 2011, the Company incurred additional mineral property costs of $2023,~~697~~197. As it has not been determined whether there are proven or probable reserves on the property, the Company previously recognized an impairment loss and has fully written off mineral property acquisition costs as of May 31, 2011 and all exploration costs have been expensed.

5.	Convertible Notes

a) On January 23, 2009, the Company entered into two fee arrangement agreements to settle $61,500 of professional fees included in accounts payable. Pursuant to the agreement the Company issued two convertible notes with an aggregate principal amount of $61,500, bearing interest at 4% per annum, and convertible into the Company’s common shares at a conversion price of $5.00 and warrants to purchase 12,000 split-adjusted shares of the Company’s common stock at $5.00 per share until January 23, 2012. The note is due on the earlier of: (a) January 23, 2012, (b) the date the Company closes an Acquisition Transaction (defined as the sale of equity securities or securities convertible into equity securities, any merger, consolidation, statutory share exchange or acquisition transaction, any sale of substantially all of the assets of the Company or any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company, unless following the completion of such transaction, the then existing shareholders of the Company own or control, indirectly or directly at least 50% of the voting power or liquidation rights of the Company or the successor of such merger, consolidation or statutory share exchange) or (c) the date the Company raises financing of $250,000 or more. In accordance with ASC 470-20, Debt – Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,600 as additional paid-in capital and reduced the carrying value of the convertible notes to $36,900. The carrying value of the convertible notes is to be accreted over the term of the convertible notes up to their face value of $61,500. As at ~~February~~August 2831, 2011, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $5156,~~936~~999 and $56,~~163~~403, respectively.

b) On ~~June~~February 268, ~~2009~~2011, the Company issued ~~four~~two convertible notes inwith ~~exchange~~an ~~for~~aggregate ~~cash proceeds used to pay concession fees due on the Company’s~~ principal ~~mineral~~amount ~~properties~~of in$33,500, ~~Peru.~~bearing ~~The notes bear~~ interest at 107% per annum, and ~~are~~ convertible into the Company’s common shares at a conversion ~~rate~~price of $50.0005 and warrants to purchase 670,000 shares of the Company’s common stock at $0.05 per share until March 1, 2016. The ~~principal~~note ~~amounts~~is ~~and~~ due ~~dates~~on ~~are~~the asearlier ~~follows~~of: ~~$12~~(a) March 1,~~500~~ ~~due~~2016, on(b) ~~September~~the ~~26,~~date ~~2009~~the ~~and~~Company ~~$37~~closes an Acquisition Transaction (defined as (i) any sale of equity securities or securities convertible into equity securities of the Company; (ii) any merger,~~613~~ onconsolidation, ~~December~~statutory 31share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (iii), ~~2009.~~any Insale ~~conjunction~~of ~~with~~substantially all of the ~~convertible~~assets ~~notes~~of the Company or any material subsidiary of the Company; or (iv) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company, ~~issued~~unless ~~warrants~~following tothe ~~purchase~~completion 10of such transaction,~~000~~ ~~split-adjusted~~the ~~common~~then ~~shares~~existing shareholders of the Company own or control, indirectly or directly at aleast ~~price~~50% of ~~$5.00~~the ~~per~~voting power or liquidation rights of the Company or the successor of such merger, consolidation or statutory share ~~until~~exchange. ~~January~~In 23the event of a contemplated change of control transaction, ~~2012~~the Company shall provide the holder at least fifteen business days prior to the effective date of any change of control transaction, except as may otherwise be prohibited by law) In accordance with ASC 470-20, the Company did not recognize intrinsic value as there was no beneficial conversion feature. OnAs at August 31, ~~2009~~2011, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $33,500 and $1,405, respectively.

F-8

Black Tusk Minerals Inc. ~~(An Exploration Stage Company) Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)~~

5.(An ~~Convertible~~Exploration ~~Notes~~Stage ~~(continued~~Company)

~~maturity~~Notes ~~date of the $12,500 convertible note was amended from August 31, 2009~~ to ~~September 26, 2009. The notes are due on~~ the ~~earlier~~Unaudited ofConsolidated ~~(a)~~Financial the specified due date, (b) the date the Company closes an Acquisition Transaction (defined as the sale of equity securities or securities convertible into equity securities, any merger, consolidation, statutory share exchange or acquisition transaction or any sale of substantially all of the assets of the Company, any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company, unless following the completion of such transaction, the then existing shareholders of the Company own or control, indirectly or directly at least 50% of the voting power or liquidation rights of the Company or the successor of such merger, consolidation or statutory share exchange) or (c) the date the Company raises financing of $250,000 or more. In accordance with ASC 470-20, the Company determined that there was no intrinsic value or beneficial conversion feature on the convertible notes. As a result, the Company recorded discounts equal to the relative fair value of the detachable warrants of $11,338 as additional paid-in capital and reduced the carrying value of the convertible notes to $38,775. The carrying values of the convertible notes were to be accreted over the term of the convertible notes up to their face value of $50,113.Statements

OnAugust ~~September 11~~31, 2009, the Company issued 3,200 split-adjusted shares of common stock upon the conversion of a note in the principal amount of $16,000 and recorded the unamortized discount of $2,298 to additional paid-in capital.2011

On(Expressed ~~December 31, 2009, the Company repaid the convertible note~~ in ~~the~~US ~~principal amount of $10,000 due on December 31, 2009. The Company also made interest payment of $515 on this note.~~dollars)

On December 31, 2009, the Company repaid the convertible note in the principal amount of $12,500 due on September 26, 2009. The Company also made interest payment of $644 on this note.

On December 31, 2009, the Company issued 2,442 split-adjusted shares of common stock upon the conversion of a note in the principal amount of $11,613 and accrued interest of $598. During the period ended February 28, 2011, the Company paid the remaining $338 of interest outstanding on this note.

On July 14, 2009, the Company entered into a fee arrangement agreement to settle $2,881 of professional fees included in accounts payable. Pursuant to the agreement the Company issued a convertible note with an aggregate principal amount of $2,881, bearing interest at 4% per annum, and convertible into the Company’s common stock at a conversion price of $5.00 and warrants to purchase 576 split-adjusted shares of the Company’s common stock at $5.00 per share until January 23, 2012. The note is due on the earlier of: (a) January 23, 2012, (b) the Company closing an Acquisition Transaction (defined as the sale of equity securities or securities convertible into equity securities, any merger, consolidation, statutory share exchange or acquisition transaction or any sale of substantially all of the assets of the Company, any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company, unless following the completion of such transaction, the then existing shareholders of the Company own or control, indirectly or directly at least 50% of the voting power or liquidation rights of the Company or the successor of such merger, consolidation or statutory share exchange), or (c) the date the Company raises financing of $250,000 or more. In accordance with ASC 470-20, the Company did not recognize intrinsic value as there was no beneficial conversion feature. On February 17, 2011, the Company repaid the remaining principle and interest outstanding on the convertible note of $2,881 and $188 respectively.

During the nine months ended February 28, 2011, the Company recorded a loss on conversion of accounts payable to convertible note of $nil (May 31, 2010 - $878) equal to the fair value of the warrants issued pursuant to the fee arrangement agreements.

c) On February 8, 2011, the Company issued two convertible notes with an aggregate principal amount of $33,500, bearing interest at 7% per annum, and convertible into units at $0.05 per unit, consisting of one share of common stock of the Company and one share purchase warrant exercisable to acquire one share of common stock of the Company at an exercise price of $0.05. The note is due on the earlier of: (a) March 1, 2016, or (b) the date the Company closes an Acquisition Transaction: (defined as (i) any sale of equity securities or securities convertible

Black Tusk Minerals Inc. (An Exploration Stage Company) Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)

5. Convertible Notes (continued)

into equity securities of the Company; (ii) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (iii) any sale of substantially all of the assets of the Company or any material subsidiary of the Company; or (iv) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company unless, following the completion of such transaction, the then existing shareholders of Company own or control, directly or indirectly, at least 50% of the voting power or liquidation rights of Company or the successor of such merger, consolidation or statutory share exchange. In the event of a contemplated change of control transaction, the Company shall provide the holder at least fifteen business days prior to the effective date of any change of control transaction, except as may otherwise be prohibited by law). In accordance with ASC 470-20, the Company did not recognize intrinsic value as there was no beneficial conversion feature. As at February 28, 2011, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $33,500 and $128, respectively.

d) On February 10, 2011, the Company issued two convertible notes with an aggregate principal amount of $10,000, bearing interest at 7% per annum, and convertible into units at $0.05 per unit, consisting of one share of common stock of the Company and one share purchase warrant exercisable to acquire one share of common stock of the Company at an exercise price of $0.05. The note is due on the earlier of: (a) March 1, 2016, (b) the date the Company closes an Acquisition Transaction (defined as (i) any sale of equity securities or securities convertible into equity securities of the Company; (ii) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (iii) any sale of substantially all of the assets of the Company or any material subsidiary of the Company; or (iv) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company unless, following the completion of such transaction, the then existing shareholders of Company own or control, directly or indirectly, at least 50% of the voting power or liquidation rights of Company or the successor of such merger, consolidation or statutory share exchange. In the event of a contemplated change of control transaction, the Company shall provide the holder at least fifteen business days prior to the effective date of any change of control transaction, except as may otherwise be prohibited by law). In accordance with ASC 470-20, the Company did not recognize intrinsic value as there was no beneficial conversion feature. As at February 28, 2011, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $10,000 and $35, respectively (Refer to Note 11(c) for details on the conversion of these convertible notes).

6.	Common Stock

a) On ~~May~~June 39, ~~2010~~2011, the Company ~~issued~~increased ~~72,000~~the ~~split-adjusted~~authorized ~~shares of~~ common stock into ~~error that were held in treasury. No consideration was received for these shares~~100, ~~and these shares were cancelled on September 2~~000,000 ~~2010~~shares.

b) On ~~October~~June 1113, ~~2010~~2011, the Company ~~effected~~issued a2,970,176 ~~50:1~~units ~~reverse~~at ~~stock-split~~$0.05 ofper ~~its~~unit ~~issued~~to ~~and~~settle ~~outstanding~~the ~~common~~remaining ~~stock.~~$148,508 ~~The~~of ~~issued~~debt ~~and~~(Refer ~~outstanding~~Note ~~share~~3(d)). ~~capital~~Each ~~decreased~~unit ~~from~~consists ~~47,189,262 shares~~ of ~~common~~one ~~stock~~share ~~to 943,785 shares~~ of common stock. ~~All~~and ~~per~~one ~~share~~warrant ~~amounts,~~to ~~number~~purchase ~~and~~an ~~exercise~~additional ~~price~~share of common stock ~~options,~~at ~~warrants~~a ~~and conversion~~ price of ~~convertible~~$0.05 ~~debt~~per ~~have~~share ~~been~~until ~~retroactively~~February ~~restated~~8, ~~to reflect the reverse stock-split~~2016.

c) On ~~February~~June 821, 2011, the Company ~~issued~~received 5200,~~163,313~~000 ~~units~~warrants to be exercised at $0.05 per ~~unit to Magellan, a company which is wholly owned and controlled by the President of the Company to settle $261,032 of debt. Each unit consists of one~~ share of common stock ~~and one warrant to purchase an additional share~~ of the Company~~’s common stock at a price of $0~~.05 ~~per share until February 8, 2016.~~ The ~~Company~~shares ~~recorded~~were aissued ~~credit~~on ofSeptember $228,~~867~~ ~~in additional paid in capital, pursuant to the Disgorgement Agreement. Pursuant to the Rescission and Conditional Purchase Agreements dated March 30,~~ 2011 ~~and April 14, 2011, respectively, the Company rescinded the purchase of 2,970,176 units issued to Magellan~~ (Refer to Note 310(gc)) ~~for~~Subsequent ~~a net issuance of 2,193,137 units to settle $109,657 of debt (Refer to Notes 3(d~~Events) ~~and 3(f))~~.

d) On ~~February~~July 821, 2011, the Company ~~issued~~received 66$22,~~400~~500 ~~units~~for tosubscriptions ~~settle~~for ~~$3,321~~units ofat ~~accounts~~$0.15 ~~payable~~per unit. Each unit consists of one share of common stock of the Company and one share purchase warrant, towhich ~~purchase~~may anbe ~~additional~~converted to one share of common stock in the Company at aan exercise price of $0.0525 ~~per~~until ~~share~~September ~~until~~28, ~~February~~2013. 8The units were issued on September 28, ~~2016~~2011 (Refer to Note 10(b) Subsequent Events).

e) On July 24, 2011, the Company received $10,000 for subscriptions for units at $0.15 per unit. Each unit consists of one share of common stock of the Company and one share purchase warrant, which may be converted to one share of common stock in the Company at an exercise price of $0.25 until September 28, 2013. The units were issued on September 28, 2011 (Refer to Note 10(b) Subsequent Events).

Black Tusk Minerals Inc. (An Exploration Stage Company) Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)

6. Common Stock (continued)

e) On February 8, 2011, the Company issued 330,000 units at $0.05 per unit for total proceeds of $16,500. Each unit consists of one share of common stock and one warrant to purchase an additional share of common stock at a price of $0.05 per share until February 8, 2016.

7.	Stock-Based Compensation

On August 24, 2009, the Company adopted the 2009 Nonqualified Stock Option Plan (the “2009 Plan”). Pursuant to the 2009 Plan, the Company may grant up to a total of 100,000 split-adjusted stock options for the performance of services relating to the operation, development and growth of the Company. At ~~November~~August 3031, ~~2010~~2011, the Company had 40,000 shares of common stock available to be issued under the 2009 Plan.

On ~~August~~March 2517, ~~2009~~2011, ~~pursuant to~~ the ~~Plan,~~Company adopted the ~~Company~~2011 ~~granted~~Nonqualified ~~80,000~~Stock ~~split-adjusted~~Option ~~stock~~Plan ~~options~~(the ~~with~~“2011 ~~immediate~~Plan”). ~~vesting~~Pursuant to ~~directors,~~the ~~officers~~2011 Plan, ~~employees~~the ~~and~~Company ~~consultants~~may grant up to ~~acquire~~a 80total of 650,000 split-adjusted ~~common~~stock ~~shares~~options atfor anthe ~~exercise~~performance ~~price~~ of ~~$5.00~~services ~~per~~relating ~~share~~to ~~exercisable~~the ~~for~~operation, 10development ~~years~~ and ~~recorded~~growth ~~stock-based~~of ~~compensation~~the ~~for~~Company. At August 31, 2011, the ~~vested~~Company ~~options~~had no shares of ~~$457,184,~~common asstock ~~general~~available ~~and~~to ~~administrative~~be ~~expense~~issued under the 2011 Plan.

OnThe ~~September~~Company 1,did ~~2009,~~not ~~pursuant~~grant toany ~~the Plan, the Company granted 4,000~~ stock options ~~with~~during ~~immediate~~the ~~vesting~~three tomonth ~~consultants~~period toended ~~acquire~~August 431,~~000~~ ~~split-adjusted common shares at an exercise price of $5~~2011.~~50 per share exercisable for 10 years and recorded stock-based compensation for the vested options of $21,851, as general and administrative expense.~~

On September 7, 2009, pursuant to the Plan, the Company granted 4,000 stock options with immediate vesting to consultants to acquire 4,000 split-adjusted common shares at an exercise price of $5.00 per share exercisable for 10 years and recorded stock-based compensation for the vested options of $18,868, as general and administrative expense.

On January 4, 2010, pursuant to the Plan, the Company granted 12,000 stock options with immediate vesting to consultant to acquire 12,000 split-adjusted common shares at an exercise price of $5.00 per share exercisable for 10 years and recorded stock-based compensation for the vested options of $60,000, as general and administrative expense.

On May 30, 2010, 20,000 split-adjusted stock options were cancelled.

On June 1, 2010, 20,000 split-adjusted stock options were cancelled.

The Company did not grant any stock options during the nine months ended February 28, 2011. The fair value for stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model and the weighted average fair value of stock options granted during the nine months ended February 28, 2010 was $0.11 per share.

The weighted average assumptions used were as follows:

	June 30, 2009	Nine Months Ended February 28, 2011
Expected dividend yield	0%	0%
Risk-free interest rate	1.33%	3.50%
Expected volatility	132%	177%
Expected option life (in years)	3.99	10

The following table summarizes the continuity of the Company’s stock options:

	~~Number of Options~~	~~Weighted~~Number ~~Average~~of ~~Exercise Price $~~Options	~~Weighted-Average Remaining Contractual Term (years)~~	~~Aggregate Intrinsic Value $~~	Weighted Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding, May 31, 2010	80,000	5.00	9.30	–
					$				$
Cancelled	(20,000)	5.00
Outstanding, May 31, 2010			80,000			5.00		9.30		–
Outstanding, February 28, 2011	60,000	5.00	8.57	–
Granted			650,000			0.12
Exercisable, February 28, 2011	60,000	5.00	8.57	–
Cancelled			(20,000	)		5.00
Outstanding, May 31, 2011			710,000			0.53		9.69		–
Granted			–			–		–
Cancelled			–			–		–
Outstanding, August 31, 2011			710,000			0.53		9.43		–
Exercisable, August 31, 2011			710,000			0.53		9.43		–

11F-9

Black Tusk Minerals Inc. ~~(An Exploration Stage Company) Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)~~

(An Exploration Stage Company)

Notes to the Unaudited Consolidated Financial Statements

August 31, 2011

(Expressed in US dollars)

8.	Share Purchase Warrants

A summary of the changes in the Company’s common share purchase warrants is presented below:

	~~Number of Warrants~~	~~Weighted~~Number ~~Average~~of ~~Exercise Price~~Warrants			Weighted Average Exercise Price
Balance – May 31, 2010	~~22,576~~	~~$5.00~~	22,576		$	5.00
Issued	~~2,589,537~~	~~$0.05~~	2,789,537		$	0.05
Balance – February 28, 2011	2,612,113	$0.05
Balance – May 31, 2011			2,812,113		$	0.05
Issued			2,970,176		$	0.05
Exercised (Note 6 (c))			(200,000	)	$	0.05
Balance – August 31, 2011			5,582,289		$	0.07

F-10

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Unaudited Consolidated Financial Statements

August 31, 2011

(Expressed in US dollars)

9.	Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2

Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance, determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.

Pursuant to ASC 825, cash is based on "Level 1" inputs and ~~due to related parties and~~ convertible notes ~~and interest~~ are valued based on “Level 2” inputs, consisting of model driven valuations. The Company believes that the recorded values of ~~these~~convertible notes approximate their fair values based on market rates for similar financial instruments and all of the other financial instruments approximate their ~~current~~ fair values because of their nature or respective relatively short durations.

12Assets measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of August 31, 2011 as follows:

Black Tusk Minerals Inc. (An Exploration Stage Company) Notes to the Consolidated Financial Statements February 28, 2011 (Expressed in US dollars) (Unaudited)

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

For Identical

Observable

Unobservable

Balance as of

Instruments

Inputs

August 31,

(Level 1)

(Level 2)

(Level 3)

2011

Assets:

Cash

9,096

–

9,096

Total Assets

9,096

–

9,096

9.There ~~Fair~~were ~~Value~~no ~~Measurements~~liabilities ~~(continued)~~measured at their fair value on a recurring basis presented on the Company’s consolidated balance sheet as of August 31, 2011.

~~Assets measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of February 28, 2011 as follows:~~F-11

	Fair Value Measurements Using
	Quoted Prices in Active Markets For Identical Instruments (Level 1) $	Significant Other Observable Inputs (Level 2) $	Significant Unobservable Inputs (Level 3) $	Balance as of February 28, 2011 $
Asset:
Cash	19,484	–	–	19,484
Total Asset	19,484	–	–	19,484

Black Tusk Minerals Inc.

	Quoted Prices in Active Markets For Identical Instruments (Level 1) $	Significant Other Observable Inputs (Level 2) $	Significant Unobservable Inputs (Level 3) $	Balance as of May 31, 2011 $
Asset:
Cash	257	–	–	257
Total Asset	257	–	–	257

(An Exploration Stage Company)

~~10. Supplemental~~Notes ~~cash~~to ~~flow~~the ~~information~~Unaudited Consolidated Financial Statements

Accumulated From August 8, 2005 (Date of Inception) to February 28, 2011

For the Nine Months Ended February 28, 2011

For the Nine Months Ended February 28, 2010

Non-cash Investing and Financing Activities

Common shares issued upon the conversion of convertible notes

27,613

–

27,613

Common shares issued for mineral property

1,330,000

–

Settlement of accounts payable for convertible notes

64,381

–

2,881

Common shares issued for settlement of accounts payable

3,221

–

Common shares issued for settlement of due to related party

109,657

–

Issuance of convertible notes for mineral property costs

34,113

–

34,113

August 31, 2011

~~11. Commitment~~(Expressed in US dollars)

On March 30, 2011 and April 14, 2011, the Company entered into Rescission and Conditional Purchase Agreements whereby Magellan and the Company agreed to rescind a portion of the Magellan Placement by rescinding and cancelling 2,970,176 shares of common stock and 2,970,176 share purchase warrants in consideration for the Company’s acknowledgement of the debt obligation in the amount of $148,509 owed to Magellan in connection with the rescission of a portion of the Magellan Placement10. ~~The~~Subsequent ~~Company and Magellan also agreed that the Company would use commercially reasonable efforts to~~Events

13a) On September 14, 2011, the Company granted 65,000 options to consultants exercisable at a price of $0.12 per option. Pursuant to the Company’s 2009 and 2011 Nonqualified Stock Option Plans, 25,000 options will expire on August 23, 2019 and 40,000 options will expire on March 16, 2021.

~~Black~~b) ~~Tusk~~On ~~Minerals~~September ~~Inc~~28, 2011, the Company closed a private placement for 283,334 units at a price of $0. ~~(An~~15 ~~Exploration~~per ~~Stage~~unit. The Company issued 216,667 units raising a total of $32,500 and issued 66,667 units (valued at $10,000) ~~Notes~~ toin return for services under a consulting agreement. Each unit consists of one share of common stock of the ~~Consolidated~~Company ~~Financial~~and ~~Statements February~~one 28share purchase warrant, ~~2011 (Expressed~~which may be converted to one share of common stock in USthe ~~dollars) (Unaudited)~~Company at an exercise price of $0.25 until September 28, 2013.

11c) On September 28, the Company accepted for exercise 200,000 warrants for the purchase of shares of common stock of the Company at $0. ~~Commitment~~05 ~~(continued)~~per share.

amend the Articles of Incorporation to increase the authorized capital of the Company, including obtaining shareholder approval for the amendment by a majority of the shareholders of the Company and a majority of the disinterested shareholders of the Company (shareholders excluding Magellan and Gavin Roy), and upon the increase in the authorized shares of common stock of the Company, the Company will permit Magellan to purchase the Rescinded Units under the Rescission and Conditional Purchase Agreements under the same terms as the Magellan Placement.F-12

12. Subsequent Events

a) On March 9, 2011, the Company issued 200,000 split-adjusted shares of common stock at $0.075 per share for total proceeds of $15,000.

b) On March 14, 2011, the Company issued 66,667 split-adjusted shares of common stock at $0.075 per share for total proceeds of $5,000.

c) On March 17, 2011, the Company adopted the Black Tusk Minerals Inc. 2011 Nonqualified Stock Option Plan (the “2011 Plan”). The 2011 Plan is subject to ratification by shareholders of the Company. Pursuant to the 2011 Plan, stock options may be granted to any person who is performing or who has been engaged to perform services of special importance to management of the Company in the operation, development and growth of the Company. The maximum number of shares with respect to which stock options may be granted under the 2011 Plan may not exceed 650,000. All stock options granted under the 2011 Plan shall be nonqualified stock options and shall be evidenced by agreements, which shall be subject to the applicable provisions of the 2011 Plan.

d) On March 18, 2011, the Company granted 550,000 stock options at an exercise price of $0.12 per share, which was the closing price of the Company’s common shares on the OTC Bulletin Board on the trading day immediately prior to the date of grant.

e) On March 30, 2011, the Company issued 200,000 split-adjusted units at $0.05 per unit upon the conversion of the two convertible notes as described in Note 5(d).

f) On March 30, 2011, and April 14, 2011, the Company entered into the Rescission and Conditional Purchase Agreements with Magellan as described in Note 3(g).

g) On March 30, 2011, the Company’s board of directors approved an increase in the Company’s authorized common stock to 100,000,000 shares. The increase is subject to approval by shareholders of the Company.

h) On April 6, 2011, the Company granted 100,000 stock options at an exercise price of $0.12 per share.

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this quarterly report on Form 10-Q, and unless otherwise indicated, the terms “we,” “us,” “our,” “Black Tusk” and the “Company” refer to Black Tusk Minerals Inc. All dollar amounts in this quarterly report on Form 10-Q are expressed in U.S. dollars unless otherwise indicated.

Forward-Looking Statements

Certain statements in this quarterly report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. We use words like “expects,” “believes,” “intends,” “anticipates,” “plans,” “targets,” “projects” or “estimates” in this quarterly report on Form 10-Q. When used, these words and other, similar words and phrases or statements that an event, action or result “will,” “may,” “could,” or “should” result, occur, be taken or be achieved, identify “forward-looking” statements. Such forward-looking statements are subject to certain risks and uncertainties, both known and unknown, and assumptions, including, without limitation, risks related to:

●• our failure to obtain additional financing; ● our inability to continue as a going concern; ● the unique difficulties and uncertainties inherent in the mineral exploration business; ● the inherent dangers involved in mineral exploration; ● our President’s inability or unwillingness to devote a sufficient amount of time to our business operations; ● environmental, health and safety laws in Peru; ● governmental regulations and processing licenses in Peru; ● uncertainty as to the termination and renewal of our Peruvian mining concessions; ● our drilling and exploration program and Banking Feasibility Study; ● our development projects in Peru; ● Peruvian economic and political conditions; ● the Peruvian legal system; ● native land claims in Peru; ● natural hazards in Peru; and ● our common stock.

~~The~~• ~~preceding bullets outline some of the risks and uncertainties that may affect~~ our ~~forward-looking~~inability ~~statements.~~to ~~For~~continue as a ~~full~~going description of such risks and uncertainties, see the heading “Risk Factors” in our annual report on Form 10-K for our fiscal year ended May 31, 2010, filed with the SEC on September 15, 2010. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.concern;

•

the unique difficulties and uncertainties inherent in the mineral exploration business;

•

the inherent dangers involved in mineral exploration;

•

our President’s inability or unwillingness to devote a sufficient amount of time to our business operations;

•

environmental, health and safety laws in Peru;

•

governmental regulations and processing licenses in Peru;

•

uncertainty as to the termination and renewal of our Peruvian mining concessions;

•

our drilling and exploration program and Banking Feasibility Study;

•

our development projects in Peru;

•

Peruvian economic and political conditions;

•

the Peruvian legal system;

•

native land claims in Peru;

•

natural hazards in Peru; and

•

our common stock.

The preceding bullets outline some of the risks and uncertainties that may affect our forward-looking statements. For a full description of such risks and uncertainties, see the heading “Risk Factors” in our annual report on Form 10-K for our fiscal year ended May 31, 2011, filed with the SEC on August 30, 2011. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.

Our management has included projections and estimates in this quarterly report on Form 10-Q, which are based primarily on management's experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

We qualify all the forward-looking statements contained in this quarterly report on Form 10-Q by the foregoing cautionary statements.

154

Company Overview

We were incorporated on August 8, 2005 under the laws of the state of Nevada. Our principal offices are located in Vancouver, British Columbia, Canada. Our corporate address is 7425 Arbutus Street, Vancouver, British Columbia V6P 5T2, our telephone number is (778) 999-2575, and our website address is www.blacktuskminerals.com.

We are an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. Our principal business is the acquisition and exploration of mineral resources. We have not presently determined whether our properties contain mineral reserves that are economically recoverable.

On August 24, 2006, we entered into a sale and acquisition agreement whereby we acquired a 100% interest in one unpatented mineral claim, representing 440.8066 hectares, or 17.63 mineral units, known as the GOLDEN BEAR claim. The GOLDEN BEAR claim is located on the east shore of Harrison Lake in the New Westminster Mining District, British Columbia, Canada. On December 31, 2007, the Company allowed the GOLDEN BEAR claim to lapse.

On August 13, 2007, we entered into a term sheet with Leonard Raymond De Melt, an individual, and Marlene Ore Lamilla, an individual, detailing the principal terms of our proposed acquisition of certain mining concessions and pediments located in the District of Huanza, Province of Huarochiri, Department of Lima (the “Peru Properties”) owned by Ms. Lamilla.

On December 5, 2007, we entered into a master purchase agreement with Black Tusk Peru SAC, a Peruvian corporation and our newly-formed subsidiary, Leonard Raymond De Melt, and Marlene Ore Lamilla (the “Master Purchase Agreement”), pursuant to which we agreed to issue an aggregate of 10,000,000 common shares, par value $0.001 per share, of the Company to Ms. Lamilla and her designees in consideration for the transfer by Ms. Lamilla to Black Tusk Peru of the Peru Properties. As additional consideration for the transfer of the Peru Properties, Black Tusk Peru agreed to grant to Ms. Lamilla (or her designee) a 1% royalty on the net smelter returns (“NSR Royalty”) upon commercial production on the Peru Properties.

Concurrently with the execution of the Master Purchase Agreement, Ms. Lamilla and Black Tusk Peru entered into a mining concessions and claims transfer agreement, dated as of December 5, 2007 (the “Peru Transfer Agreement”), to govern the transfer and registration of the Peru Properties under Peruvian law.

On April 24, 2008, we consummated the transactions contemplated by the Master Purchase Agreement and the Peru Transfer Agreement. Our consummation of the Master Purchase Agreement and the Peru Transfer Agreement was contingent upon, among other things, the formalization of the Peru Transfer Agreement into a public deed before a Peruvian notary public, recordation of the Peru Transfer Agreement with the appropriate Peruvian governmental entity and registration of the Peru Properties in the name of “Black Tusk Minerals Peru SAC” with the appropriate Peruvian registries.

On February 25, 2008, the Company consummated a ten year term agreement with the Peasant Community of Huanza, which is the registered titleholder of the land in which our Peru Properties are located, for the exclusive right to use their land to conduct mining exploration activities. On January 24, 2011, the agreement was recorded in its entirety with the public registry in Peru for mineral claims The agreement covers an area of 9,700 hectares, including land outside the Company’s existing mineral claim boundaries, which the Company may eventually decide to carry out exploration activity in the future.

On August 31, 2009, a Canadian National Instrument 43-101 (“NI 43-101”) compliant technical report relating to the Peru Properties entitled “Geological Evaluation of the Huanza Property” dated August 28, 2009 (the “2009 Technical Report”) was published and filed on SEDAR at www.sedar.com. The Technical Report was prepared and authored by Glen MacDonald P.Geo., a “qualified person” as defined in NI 43-101, at the request of Robert Krause, a mineral geologist for the Company. The 2009 Technical Report is based on information collected by Mr. MacDonald during a site visit to the Peru Properties performed in August 2009, information provided to Mr. MacDonald by the Company, and other information obtained by Mr. MacDonald from sources within the public domain.

On December 7, 2010, the Peru Transfer Agreement was amended to eliminate the NSR Royalty whereby the NSR Royalty reverted to Black Tusk Peru and was terminated. The amendment to the Transfer Agreement is registered with the appropriate Peruvian authority.

~~All~~On ofFebruary ~~the Peru Properties have been registered with the appropriate Peruvian registries~~8, ~~except for the properties designated “Black Tusk 1~~2011,” ~~“Black~~Kurt ~~Tusk~~Bordian ~~2,”~~was ~~“Black~~appointed ~~Tusk 3,” “Black Tusk 4.” We hope~~ to ~~complete~~ the ~~registration~~Board of ~~these~~Directors ~~properties~~of asthe ~~soon as possible~~Company.

16On February 8, 2011, the Company closed a private placement of units. Under the terms of the private placement, the Company issued 5,559,713 units at a price of $0.05 per unit. Magellan Management Company (“Magellan”), a company solely owned and controlled by Gavin Roy, President and a director of the Company, acquired 5,163,313 units in consideration of the cancellation of debt (the “Magellan Placement”). Each unit consists of one share of common stock of the Company and one full purchase warrant, which may be converted to one share of common stock in the Company at an exercise price of $0.05 until February 8, 2016. Portions of this placement, 2,703,509 and 266,667 (2,970,176 in the aggregate) units, were rescinded on March 30, 2011 and April 14, 2011, respectively.

On February 8, 2011, the Company and Magellan entered into a Section 16 Disgorgement and Settlement Agreement (the “Disgorgement Agreement”). As part of a private placement that occurred on February 8, 2011, the Company issued 5,163,313 units to Magellan in the Magellan Placement, in order to pay off the $261,302 of debt owed to the Magellan (“Magellan Debt”) as a result of cash advances made by the Magellan to the Company. As a result of this issuance of units, Magellan was subject to disgorgement under Section 16(b) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) due to sales of shares made by Magellan on August 13 and August 23, 2010. Magellan was required to disgorge $2,866 in profits. Under the terms of the Disgorgement Agreement, Magellan disgorged $2,866 by forgiving that amount of the Magellan Debt.

The Company determined that it may have improperly effected a share consolidation and that the Company may not have sufficient authorized capital to satisfy the Company’s business objectives and obligations. On March 30, 2011 and April 14, 2011, the Company entered into rescission and conditional purchase agreements with Magellan (the “Rescission and Conditional Purchase Agreements”) whereby Magellan and the Company agreed to rescind a portion of the Magellan Placement by rescinding and cancelling 2,703,509 and 266,667 (2,970,176 in the aggregate) shares of common stock and 2,703,509 and 266,667 (2,970,176 in the aggregate) share purchase warrants (collectively, the “Rescinded Units”) in consideration for the Company’s acknowledgement of the debt obligation in the amount of $135,176 owed to Magellan in connection with the rescission of a portion of the Magellan Placement. The Company and Magellan also agreed that the Company would use commercially reasonable efforts to amend the Articles of Incorporation to increase the authorized capital of the Company, including obtaining shareholder approval for the amendment by a majority of the shareholders of the Company and a majority of the disinterested shareholders of the Company (shareholders excluding Magellan and Gavin Roy), and upon the increase in the authorized shares of common stock of the Company, the Company would permit Magellan to purchase the Rescinded Units under the Rescission and Conditional Purchase Agreement under the same terms as the Magellan Placement.

James Bordian was appointed by the board of directors of the Company as the Chief Financial Officer of the Company effective March 30, 2011.

On April 4, 2011, the Company filed the technical report entitled “Geological Evaluation of the Huanza Property” dated February 2011 (the “Huanza Technical Report”) with the securities regulatory authorities in Canada, pursuant to Canadian securities laws. The Huanza Technical Report was prepared in accordance with NI 43-101 by Glen MacDonald, P.Geo., who is a Qualified Person as defined by NI 43-101. The Huanza Technical Report was prepared by Mr. MacDonald at the request of Robert Krause, a Company geologist. The Huanza Technical Report is based on information collected by Mr. MacDonald during a site visit to the Company’s properties in the Huanza District of Peru in August 2009, with additional information collected through publicly available sources and provided by the Company. The 2009 Technical Report and the Huanza Technical Report form the basis for much of the information in this Quarterly Report on Form 10-Q regarding the Peru Properties. Readers are encouraged to review the technical reports for more information regarding the Peru Properties.

On April 29, 2011 shareholders of the Company passed by written consent amendments to the Bylaws of the Company and an amendment to the Certificate of Incorporation of the Company to increase the authorized share capital of the Company from 4,000,000 to 100,000,000. The amendment to the Certificate of Incorporation was effective June 9, 2011. Additional information can be found in the definitive 14C filed with the United States Securities and Exchange Commission (the “SEC”) on May 3, 2011 and on the Current Report on form 8-K filed with the SEC on June 13, 2011.

Robert Krause and Mark White joined the board of directors of the Company and the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase the authorized share capital of the Company from 4,000,000 shares of common stock to 100,000,000 shares of common stock, effective on June 9, 2011.

On June 13, 2011, in accordance with the Rescission and Conditional Purchase Agreements, the Company issued to Magellan, 2,970,176 units consisting of 2,970,176 shares of common stock of the Company and 2,970,176 common share purchase warrants of the Company which may be converted into shares of common stock of the Company, par value $0.001, at a conversion price of $0.05 per warrant share, until February 8, 2016.

Effective September 12, 2011, Robert Krause resigned as a director of the Company in order to focus his time and energy on other ventures. Mr. Krause’s resignation is not the result of any disputes, claims or issues with the Company.

On September 28, 2011, warrant holders exercised 200,000 warrants for the purchase of shares of common stock of the Company at $0.05 per share. The warrants were issued as part of a conversion into units of 7% Convertible Debentures on March 30, 2011.

On September 28, 2011, the Company signed a letter agreement with Jorge Carlos Cedron Morales, Rafael Eduardo Cedron Morales and Mario Fernando Cedron Lassus (collectively the “Cedrons”) as part of consulting services they provided to the Company in Peru from March 1, 2011 to May 31, 2011, to assist Black Tusk in negotiating the purchase of properties in the Huampur mine area (the “Services”). In return for the Services, the Cedrons received a deposit of $5,000 and received a combined total of 66,667 units of the Company (the “Cedron Units”), each unit consisting of one share of common stock of Black Tusk (the “Common Shares”) and one share purchase warrant exercisable to acquire one share of common stock of the Company, par value, $0.001, at an exercise price of $0.25 per warrant share and $10,000 in cash.

On September 28, 2011, the Company closed a private placement of units. Under the terms of the private placement, the Company issued 216,667 units raising a total of $32,500 and issued 66,667 (the Cedron Units for a value of $10,000) in return for the Services (the “September 2011 Private Placement”). Each unit consists of one share of common stock of the Company and one full purchase warrant, which may be converted to one share of common stock in the Company at an exercise price of $0.25 until September 28, 2013.

Selected Financial Data

The selected financial information presented below as of and for the periods indicated is derived from our financial statements contained elsewhere in this report and should be read in conjunction with those financial statements.

INCOME STATEMENT DATA	For the ~~nine~~three months ended ~~February~~August 2831, 2011			For the ~~nine~~three months ended ~~February~~August 2831 , 2010
Revenue	$	0		$	0
Operating Expenses	$	8760,~~363~~060		$	~~775~~43,~~131~~357
Net Income (Loss)	$	(9663,~~344~~886	)	$	(~~793~~46,~~914~~493	)
Net Income (Loss) per Common share*	$	(0.0801	)	$	(0.8405	)
Weighted Average Number of Common Shares Outstanding		16,~~134~~550,000			~~940~~1,~~140~~015,785

*	Basic and diluted

BALANCE SHEET DATA	At ~~February~~August 2831, 2011			At May 31, ~~2010~~2011
Working Capital (Deficiency)	$	~~(181~~189,~~640~~136	)	$	~~(270~~319,~~436~~337	)
Total Assets	$	2211,~~031~~765		$	~~397~~3,276
Accumulated Deficit	$	(23,~~821~~067,~~649~~270	)	$	(23,~~725~~003,~~305~~384	)
Shareholders’ Equity (Deficit)	$	(~~279~~221,~~855~~968	)	$	(~~322~~351,~~605~~340	)

Our historical results of operations may differ materially from our future results.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors See the heading “Forward-Looking Statements” above.

The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis the Company reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that the Company believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but the Company does not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments, are outlined below in “Critical Accounting Policies,” and have not changed significantly.

178

Plan of Operation

GOLDEN BEAR Claim

On April 24, 2006, we purchased the GOLDEN BEAR claim from Nicholson and Associates Natural Resources Development Corp. of Vancouver, British Columbia for $7,500, inclusive of the assessment costs, which sum consisted of filing fees of $160, geological report costs of $3,000, and the property purchase payment of $4,340.

In order to maintain the GOLDEN BEAR claim in good standing, we were required to make minimal expenditures on the claim or pay renewal fees to the B.C. Ministry of Energy and Mines. Pursuant to 35(1) of the Mineral Tenure Act, a mineral or placer claim forfeits automatically when exploration and development work or payment instead of work has not been registered by the end of the expiry date of the claim. On December 31, 2007, the Company allowed the GOLDEN BEAR claim to lapse.

We did not earn any revenues from the GOLDEN BEAR claim.

Peru Properties

Our business strategy to date has been focused on acquiring and developing advanced stage and past producing properties throughout the Americas. To that end, in 2008, we acquired the Peru Properties. Our objective is to increase value of our shares through the exploration, development and extraction of mineral deposits, beginning with the Peru Properties. The development and extraction may be performed by us or may be performed by potential partners or independent contractors.

On August 31, 2009, ~~a Canadian National Instrument 43-101 (“NI 43-101”) compliant technical report relating to~~ the ~~Peru~~Company ~~Properties~~published ~~entitled~~and ~~“Geological~~filed ~~Evaluation of~~ the ~~Huanza Property” dated August 28,~~ 2009 ~~(the “~~Technical Report”) ~~was published and filed~~ on SEDAR at www.sedar.com. The Technical Report was prepared and authored by Glen MacDonald P.Geo., a “qualified person” as defined in NI 43-101, at the request of Robert Krause, a mineral geologist for the Company. The 2009 Technical Report is based on information collected by Mr. MacDonald during a site visit to the Peru Properties performed in August 2009, information provided to Mr. MacDonald by the Company, and other information obtained by Mr. MacDonald from sources within the public domain. ~~Readers are encouraged to review the Technical Report in its entirety for more information regarding the Peru Properties.~~

~~The~~On April 4, 2011, the Company filed the Huanza Technical Report ~~recommends~~with anthe ~~exploration~~securities ~~program~~regulatory onauthorities ~~the~~in ~~Peru~~Canada, ~~Properties~~pursuant ~~during~~to ~~the~~Canadian ~~Company’s~~securities ~~fiscal~~laws. ~~year~~The ~~ending~~Huanza ~~May~~Technical 31Report was prepared in accordance with NI 43-101 by Glen MacDonald, ~~2011~~P.Geo., atwho is a ~~cost~~Qualified Person as defined by NI 43-101. The Huanza Technical Report was prepared by Mr. MacDonald at the request of ~~$225~~Robert Krause,~~000,~~ ~~which~~a ~~includes~~Company ~~satellite~~geologist. ~~imagery,~~The anHuanza ~~airborne~~Technical ~~geophysical~~Report ~~survey~~is ~~and~~based on information collected by Mr. MacDonald during a ~~ground~~site ~~follow-up~~visit ~~geology~~to the Company’s properties in the Huanza District of Peru in August 2009, ~~soil~~with ~~geochemistry~~additional information collected through publicly available sources and ~~rock~~provided ~~sampling~~by ~~program~~the Company. AThe ~~drilling~~2009 ~~decision~~Technical ~~will~~Report beand ~~made~~the ~~following~~Huanza aTechnical ~~review~~Report ofform ~~results~~the basis for much of the information in this ~~initial~~Quarterly ~~exploration~~Report ~~work~~on Form 10-Q regarding the Peru Properties. Readers are encouraged to review the technical reports for more information regarding the Peru Properties.

The ~~Company’s~~Huanza ~~plans~~Technical ~~for~~Report ~~the~~recommends ~~next~~an ~~twelve months are to focus on the~~ exploration program ofon the Peru Properties ~~recommended by the Technical Report. We estimate that cash requirements of approximately $575,000 will be required for exploration, administration costs and to fund working capital~~ during the ~~next~~Company’s ~~twelve~~fiscal ~~months. We~~year doending ~~not~~May ~~currently have any commitments to fund these costs. Therefore~~31, we2012 ~~need~~at toa ~~raise~~cost anof ~~additional~~ $~~575~~225,000 inwhich ~~debt~~includes orsatellite ~~equity~~imagery, ~~financing~~an inairborne ~~the~~geophysical ~~next~~survey ~~twelve~~and ~~months. We~~a ~~believe~~ground ~~that~~follow-up ~~such funds~~geology, ifsoil ~~raised,~~geochemistry ~~will~~and berock ~~sufficient~~sampling ~~to meet our liquidity requirements through March 30, 2012~~program. ~~Failure~~ toA ~~raise~~drilling ~~needed~~decision ~~financing~~will ~~could~~be ~~result~~made infollowing ~~our~~a ~~having~~review toof ~~discontinue~~results ~~our~~of ~~mining~~this initial exploration ~~and development business~~work.

The Company’s plans for the next twelve months are to focus on the exploration program of the Peru Properties recommended by the Huanza Technical Report. We estimate that cash requirements of approximately $1,150,000 will be required for exploration, research and studies, administration costs and to fund working capital during the next twelve months. We do not currently have any commitments to fund these costs. Therefore, we need to raise an additional $1,150,000 in debt or equity financing in the next twelve months to fund these requirements. We believe that such funds, if raised, will be sufficient to meet our liquidity requirements through August 31, 2012. We are exploring joint ventures, options and other arrangements, which will fund exploration and development of our properties. We have not entered into any such arrangements and such arrangements may not be available on acceptable terms, if at all. Failure to raise needed financing could result in our having to discontinue our mining exploration and development business.

Results of Operations

18Three-month period ended August 31, 2011 compared to three-month period ended August 31, 2010

~~Three-month~~We ~~period~~did not earn any revenues for the three months ended ~~February~~August 2831, 2011, ~~compared~~and have not earned any revenues to ~~three-month~~date. We ~~period~~do ~~ended~~not ~~February~~anticipate 28earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, ~~2010~~or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We ~~did~~incurred ~~not~~operating ~~earn~~expenses ~~any~~in ~~revenues~~the amount of $60,060 for the three months ended ~~February~~August 2831, 2011, ~~and~~compared ~~have~~to ~~not~~$43,357 ~~earned~~for ~~any~~the ~~revenues~~three tomonths ~~date~~ended August 31, 2010. WeOperating doexpenses ~~not~~for ~~anticipate~~the ~~earning~~three ~~revenues~~month ~~until~~period ~~such~~ended ~~time~~August as31, we2011 ~~have~~included: ~~entered~~(a) ~~into~~professional ~~commercial~~fees ~~production~~of $22,154 ($15,614 for the same period in 2010), (b) donated office rent of ~~our~~$750 ~~mineral~~($750 ~~properties.~~for Wethe ~~are~~same ~~presently~~period in 2010); (c) donated management services of $1,500 ($1,500 for the ~~exploration~~same ~~stage~~period in 2010); (d) mineral property costs of ~~our~~$19,330 ~~business~~($20,697 for the same period on 2010); and we(e) ~~can~~general ~~provide~~and noadministrative ~~assurance~~costs ~~that~~of we$16,089 ~~will~~($4,721 ~~discover~~for ~~commercially~~the ~~exploitable~~same ~~levels~~period in 2010). The increase of ~~mineral~~$16,703 ~~resources~~in onoperating ~~our~~expenses ~~properties,~~for orthe ifthree ~~such~~months ~~resources~~ended ~~are~~August ~~discovered~~31, ~~that~~2011 wecompared ~~will~~to ~~enter~~August ~~into~~31, ~~commercial~~2010 ~~production~~is the result of ~~our~~an ~~mineral~~increase ~~properties~~in professional fees and general and administrative costs.

We incurred ~~operating~~a ~~expenses~~net loss in the amount of $2063,~~516~~886 for the three months ended ~~February~~August 2831, 2011, compared to $9446,~~850~~493 for the three months ended ~~February~~August 2831, 2010. ~~Operating~~Our ~~expenses~~increased ~~for~~loss ~~the~~was ~~three~~primarily ~~month~~attributable period ended February 28, 2011 included: (a) professional fees of $4,393 ($21,718 for the same period in 2010), (b) donated office rent of $750 ($750 for the same period in 2010); (c) donated management services of $1,500 ($1,500 for the same period in 2010); (d) mineral property costs of $0 ($0 for the same period on 2010); and (e) general and administrative costs of $13,760 ($70,882 for the same period in 2010). The decrease of $74,334 in operating expenses for the three months ended February 28, 2011 compared to ~~February 28, 2010 is the result of a decrease in~~ professional fees and general and administrative costs.

We incurred a net loss in the amount of $20,516 for the three months ended February 28, 2011, compared to $94,850 for the three months ended February 28, 2010. Our decreased loss was primarily attributable to professional fees and general and administrative costs.

Nine-month period ended February 28, 2011 compared to nine-month period ended February 28, 2010

We incurred operating expenses in the amount of $87,363 for the nine months ended February 28, 2011, compared to $775,131 for the nine months ended February 28, 2010. Operating expenses for the nine month period ended February 28, 2011 included: (a) professional fees of $28,338 ($89,974 for the same period in 2010) (b) donated office rent of $2,250 ($2,250 for the same period in 2010); (c) donated management services of $4,500 ($4,500 for the same period in 2010); (d) mineral property costs of $20,697 ($64,101 for the same period on 2010); and (e) general and administrative costs of $31,277 ($614,306 for the same period in 2010). The decrease of $687,768 in operating expenses for the nine months ended February 28, 2011, compared to February 28, 2010, is the result of a decrease in professional fees, mineral property costs and general and administrative costs, due primarily to the recording of stock-based compensation for vested options in 2009 as a general and administrative expense.

We incurred a net loss in the amount of $96,344 for the nine months ended February 28, 2011, compared to $793,914 for the nine months ended February 28, 2010. Our decreased loss was primarily attributable to lower professional fees, mineral property costs and general and administrative costs.

Liquidity and Capital Resources

As at ~~February~~August 2831, 2011, the Company had current assets of $199,~~484,~~692 consisting of $199,~~484~~ 096 cash and no$596 prepaid expenses, and current liabilities of $~~201~~198,~~124~~828. The current liabilities consist of indebtedness due to related parties ($~~153~~20,~~671~~911), accounts payable ($4799,~~336~~032), accrued liabilities ($~~117~~15,483). As of the Company’s year ended May 31, ~~2010~~2011, the Company had current assets of $~~397~~3,276 and current liabilities of $~~270~~320,~~833~~303. The decrease in current liabilities between these two periods is primarily the result of a decrease in accrued liabilities and amounts due to related parties, primarily resulting from the indebtedness of the Company to Magellan ~~Management Company (“Magellan”)~~, ~~a company owned by Gavin Roy, the president of the Company,~~ representing expenses paid on behalf of the Company and advances provided to the Company in the amount of $261,032, of which ~~$109,657~~ was converted into units of the Company consisting of common shares and warrants, at $0.05 per unit.

19In a series of transactions, on February 8, 2011, the Company issued 5,559,713 units (consisting of common stock and warrants), including 5,163,313 units to Magellan in consideration of the cancellation of $258,166 in debt and Magellan disgorged $2,866 in profits in accordance with Section 16(b) of the Securities Exchange Act of 1934, due to sales of shares made by Magellan on August 13 and August 23, 2010. Magellan was required to disgorge $2,866 in profits by forgiving that amount of the Magellan Debt. The Company subsequently determined that it may have improperly effected a share consolidation and that the Company may not have sufficient authorized capital to satisfy the Company’s business objectives and obligations. On March 30, 2011 and April 14, 2011, the Company entered into the Rescission and Conditional Purchase Agreements, whereby Magellan and the Company agreed to rescind a portion of the Magellan Placement by rescinding and cancelling 2,703,509 and 266,667 (2,970,176 in the aggregate) shares of common stock and 2,703,509 and 266,667 (2,970,176 in the aggregate) share purchase warrants (collectively, the “Rescinded Units”) in consideration for the Company’s acknowledgement of the debt obligation in the amount of $148,509 owed to Magellan in connection with the rescission of a portion of the Magellan Placement. The Company and Magellan also agreed that the Company would use commercially reasonable efforts to amend the Articles of Incorporation to increase the authorized capital of the Company, including obtaining shareholder approval for the amendment by a majority of the shareholders of the Company and a majority of the disinterested shareholders of the Company (shareholders excluding Magellan and Gavin Roy), and upon the increase in the authorized shares of common stock of the Company, the Company will permit Magellan to purchase the Rescinded Units under the Rescission and Conditional Purchase Agreement under the same terms as the Magellan Placement. The remaining indebtedness amount of $148,509 was converted into units pursuant to the Rescission and Conditional Purchase Agreement on June 13, 2011. The Company currently owes Magellan $4,893 which is unsecured, non-interest bearing, and has no specific repayment terms.

In a series of transactions, on February 8, 2011, the Company issued 5,559,713 units (consisting of common stock and warrants), including 5,163,313 units to Magellan in consideration of the cancellation of $258,166 in debt and Magellan disgorged $2,866 in profits in accordance with Section 16(b) of the Securities Exchange Act of 1934, due to sales of shares made by Magellan on August 13 and August 23, 2010. Magellan was required to disgorge $2,866 in profits by forgiving that amount of the Magellan Debt. The Company subsequently determined that it may have improperly effected a share consolidation and that the Company may not have sufficient authorized capital to satisfy the Company’s business objectives and obligations. On March 30, 2011 and April 14, 2011, the Company entered into a rescission and conditional purchase agreements with Magellan (the “Rescission and Conditional Purchase Agreements”) whereby Magellan and the Company agreed to rescind a portion of the Magellan Placement by rescinding and cancelling 2,703,509 and 266,667 (2,970,176 in the aggregate) shares of common stock and 2,703,509 and 266,667 (2,970,176 in the aggregate) share purchase warrants (collectively, the “Rescinded Units”) in consideration for the Company’s acknowledgement of the debt obligation in the amount of $135,176 and $13,333 ($148,509 in the aggregate) owed to Magellan in connection with the rescission of a portion of the Magellan Placement. The Company and Magellan also agreed that the Company would use commercially reasonable efforts to amend the Articles of Incorporation to increase the authorized capital of the Company, including obtaining shareholder approval for the amendment by a majority of the shareholders of the Company and a majority of the disinterested shareholders of the Company (shareholders excluding Magellan and Gavin Roy), and upon the increase in the authorized shares of common stock of the Company, the Company will permit Magellan to purchase the Rescinded Units under the Rescission and Conditional Purchase Agreement under the same terms as the Magellan Placement.10

AsOn ~~noted~~February ~~above~~8, 2011, the ~~remaining~~Company ~~indebtedness~~issued two convertible notes with an aggregate principal amount of $~~148~~33,~~509~~500, ~~will~~bearing beinterest ~~converted~~at 7% per annum, and convertible into units ~~pursuant~~at to$0.05 per unit, consisting of one share of common stock of the ~~Rescission~~Company and ~~Conditional~~one ~~Purchase~~share ~~Agreement,~~purchase ~~while~~warrant exercisable to acquire one share of common stock of the Company at an exercise price of $~~5,162~~0.05. The note is ~~unsecured~~due on the earlier of: (a) March 1, ~~non~~2016, or (b) the date the Company closes an Acquisition Transaction: (defined as (i) any sale of equity securities or securities convertible into equity securities of the Company; (ii) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (iii) any sale of substantially all of the assets of the Company or any material subsidiary of the Company; or (iv) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company unless, following the completion of such transaction, the then existing shareholders of Company own or control, directly or indirectly, at least 50% of the voting power or liquidation rights of Company or the successor of such merger, consolidation or statutory share exchange. In the event of a contemplated change of control transaction, the Company shall provide the holder at least fifteen business days prior to the effective date of any change of control transaction, except as may otherwise be prohibited by law). In accordance with ASC 470-~~interest~~20, ~~bearing~~the Company did not recognize intrinsic value as there was no beneficial conversion feature. As at August 31, 2011, the carrying values of the convertible debenture and ~~has~~accrued noconvertible ~~specific~~interest ~~repayment~~payable ~~terms~~thereon were $33,500 and $1,405, respectively.

On ~~July~~February 1410, ~~2009~~2011, the Company ~~entered into a fee arrangement agreement to settle $2,881 of professional fees included in accounts payable. Pursuant to the agreement the Company~~ issued atwo convertible ~~note~~notes with an aggregate principal amount of $210,~~881~~000, bearing interest at 47% per annum, and convertible into ~~the~~units ~~Company’s~~at ~~common~~$0.05 ~~stock~~per atunit, aconsisting ~~conversion~~of ~~price~~one share of ~~$5.00~~common stock of the Company and ~~warrants~~one toshare purchase ~~576~~warrant ~~split-adjusted~~exercisable ~~shares~~to ofacquire ~~the~~one ~~Company’s~~share of common stock atof ~~$5.00~~the ~~per~~Company ~~share~~at ~~until~~an ~~January~~exercise ~~23,~~price ~~2012~~of $0.05. The note is due on the earlier of: (a) ~~January~~March 231, ~~2012~~2016, (b) the date the Company ~~closing~~closes an Acquisition Transaction (defined as ~~the~~(i) any sale of equity securities or securities convertible into equity securities, of the Company; (ii) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (iii) any sale of substantially all of the assets of the Company, or any material subsidiary of the Company; or (iv) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company, unless, following the completion of such transaction, the then existing shareholders of ~~the~~ Company own or control, ~~indirectly~~directly or ~~directly~~indirectly, at least 50% of the voting power or liquidation rights of ~~the~~ Company or the successor of such merger, consolidation or statutory share exchange). In the event of a contemplated change of control transaction, orthe ~~(c)~~Company shall provide the ~~date~~holder at least fifteen business days prior to the ~~Company~~effective ~~raises~~date ~~financing~~of any change of ~~$250~~control transaction,~~000~~ orexcept ~~more~~as may otherwise be prohibited by law). In accordance with ASC 470-20, the Company did not recognize intrinsic value as there was no beneficial conversion feature. OnThe ~~February~~two ~~17,~~convertible ~~2011,~~notes ~~the~~were ~~Company~~converted ~~repaid~~into units of the ~~remaining~~Company ~~principal~~on ~~and~~March ~~interest~~30, ~~outstanding~~2011. onThe ~~the~~warrants, ~~convertible~~issued ~~note~~as part of $2the units,~~881~~ ~~and~~were ~~$188~~exercised ~~respectively~~on September 28, 2011.

~~During~~As ~~the~~at ~~nine~~August ~~months ended February 28~~31, 2011, the Company ~~recorded~~had a ~~loss~~working oncapital ~~conversion~~deficit of ~~accounts~~$189,136, ~~payable~~compared to ~~convertible~~a ~~note~~working capital deficit of $~~nil~~319,337 as (at May 31, ~~2010~~2011. -We estimate that cash requirements of approximately $~~878)~~1,150,000 ~~equal~~will be required for exploration and administration costs, and to ~~the~~fund ~~fair~~working ~~value~~capital ofduring the ~~warrants~~next ~~issued~~twelve ~~pursuant~~months. There tocan be no assurance that we will be successful in raising the ~~fee~~required ~~arrangement~~capital ~~agreements~~or that actual cash requirements will not exceed our estimates. We are exploring joint ventures, options and other arrangements, which will fund exploration and development of our properties. We have not entered into any such arrangements and such arrangements may not be available on acceptable terms, if at all. Failure to raise needed financing could result in our having to discontinue our mining exploration and development business.

OnAs ~~February~~at 8August 31, 2011, ~~the~~we ~~Company~~had ~~issued~~a ~~two~~cumulative ~~convertible~~deficit ~~notes with an aggregate principal amount~~ of $333,~~500~~067,270 compared ~~bearing interest at 7% per annum, and convertible into units at $0.05 per unit, consisting of one share of common stock of the Company and one share purchase warrant exercisable~~ to ~~acquire one share of common stock of the Company at an exercise price of~~ $~~0.05. The note is due on the earlier of: (a) March 1~~3, ~~2016~~003, ~~or (b) the date the Company closes an Acquisition Transaction: (defined~~ 384 as (i) any sale of equity securities or securities convertible into equity securities of the Company; (ii) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (iii) any sale of substantially all of the assets of the Company or any material subsidiary of the Company; or (iv) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company unless, following the completion of such transaction, the then existing shareholders of Company own or control, directly or indirectly, at ~~least~~May ~~50% of the voting power or liquidation rights of Company or the successor of such merger~~31, ~~consolidation or statutory share exchange~~2011. InWe ~~the~~expect ~~event of a contemplated change of control transaction, the Company shall provide the holder at least fifteen business days prior~~ to ~~the~~incur ~~effective~~further ~~date~~losses ofduring ~~any change of control transaction, except as may otherwise be prohibited by law). In accordance with ASC 470-20,~~ the ~~Company~~remainder ~~did not recognize intrinsic value as there was no beneficial conversion feature. As at February 28, 2011, the carrying values~~ of ~~the~~our ~~convertible~~fiscal ~~debenture~~year ~~and~~ending ~~accrued~~May ~~convertible interest payable thereon were $33~~31,~~500~~ ~~and $128, respectively~~2012.

20Subsequent to August 31, 2011, the Company closed the September 2011 Private Placement. Under the terms of the private placement, the Company issued 216,667 units raising a total of $32,500 and issued 66,667 (the Cedron Units for a value of $10,000) in return for the Services. Each unit consists of one share of common stock of the Company and one full purchase warrant, which may be converted to one share of common stock in the Company at an exercise price of $0.25 until September 28, 2013.

On February 10, 2011, the Company issued two convertible notes with an aggregate principal amount of $10,000, bearing interest at 7% per annum, and convertible into units at $0.05 per unit, consisting of one share of common stock of the Company and one share purchase warrant exercisable to acquire one share of common stock of the Company at an exercise price of $0.05. The note is due on the earlier of: (a) March 1, 2016, (b) the date the Company closes an Acquisition Transaction (defined as (i) any sale of equity securities or securities convertible into equity securities of the Company; (ii) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (iii) any sale of substantially all of the assets of the Company or any material subsidiary of the Company; or (iv) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company unless, following the completion of such transaction, the then existing shareholders of Company own or control, directly or indirectly, at least 50% of the voting power or liquidation rights of Company or the successor of such merger, consolidation or statutory share exchange. In the event of a contemplated change of control transaction, the Company shall provide the holder at least fifteen business days prior to the effective date of any change of control transaction, except as may otherwise be prohibited by law). In accordance with ASC 470-20, the Company did not recognize intrinsic value as there was no beneficial conversion feature. As at February 28, 2011, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $10,000 and $35, respectively.11

AsGiven atthat ~~February~~we ~~28,~~have ~~2011,~~not ~~the~~achieved ~~Company~~profitable ~~had~~operations ato ~~working~~date, ~~capital~~our ~~deficit~~cash ofrequirements ~~$181,640,~~are ~~compared~~subject to anumerous ~~deficit~~contingencies ofand ~~$270,436~~risks asbeyond atour ~~May 31~~control, ~~2010.~~including Weoperational ~~estimate~~and ~~that~~development ~~cash~~risks, ~~requirements~~competition offrom ~~approximately~~well-funded ~~$575~~competitors,~~000~~ ~~will be required for exploration~~ and ~~administration~~our ~~costs,~~ability ~~and~~ to ~~fund~~manage ~~working capital during the next twelve months~~growth. ~~There~~ We can beoffer no assurance that wethe Company will begenerate ~~successful~~cash inflow ~~raising~~sufficient ~~the~~to ~~required~~achieve ~~capital~~profitable operations or that ~~actual~~our ~~cash~~expenses ~~requirements~~ will not exceed our ~~estimates~~projections. ~~Failure~~ toIf ~~raise~~our ~~needed~~expenses ~~financing~~exceed ~~could~~estimates, ~~result~~we inwill ~~our~~require ~~having~~additional tocapital ~~discontinue~~beyond our ~~mining~~current ~~exploration~~$1,150,000 estimate ~~and~~during ~~development~~the ~~business~~next twelve months.

AsWe atdo ~~February~~not ~~28,~~currently ~~2011,~~have weany ~~had~~commitments ato ~~cumulative~~fund ~~deficit~~our capital requirements of $21,~~821~~150,~~649~~000 over ~~compared~~the next twelve months. Therefore, we need to raise $21,~~725~~150,~~305~~000 in asdebt ator ~~May~~equity 31financing in the next twelve months. There can be no assurance that such additional financing will be available to us when needed or, ~~2010~~if available, that it can be obtained on commercially reasonable terms. We ~~expect~~are exploring joint ventures, options and other arrangements, which will fund exploration and development of our properties. We have not entered into any such arrangements and such arrangements may not be available on acceptable terms, if at all. Unprecedented disruptions in the credit and financial markets in the past three years have had a significant material adverse impact on a number of financial institutions and have limited access to ~~incur~~capital ~~further~~and ~~losses~~credit ~~during~~for many companies. These disruptions could, among other things, make it more difficult for the ~~remainder~~Company to obtain, or increase its cost of ~~our~~obtaining, ~~fiscal~~capital ~~year~~and ~~ending~~financing ~~May~~for 31its operations. If we are unable to obtain additional or alternative financing on a timely basis and are unable to generate sufficient revenues and cash flows, ~~2011~~we will be unable to meet our capital requirements and will be unable to continue as a going concern.

~~Given~~There ~~that~~is wesubstantial ~~have~~doubt ~~not~~about ~~achieved~~the ~~profitable~~Company’s ~~operations~~ability to ~~date,~~continue ~~our~~as ~~cash~~a ~~requirements~~going ~~are~~concern. ~~subject~~The tocontinuation ~~numerous~~of ~~contingencies~~the ~~and~~Company ~~risks~~as ~~beyond~~a ~~our~~going ~~control,~~concern ~~including~~is ~~operational~~dependent ~~and~~upon ~~development~~continued ~~risks,~~financial ~~competition~~support from ~~well-funded~~the ~~competitors~~Company’s shareholders, ~~and~~the ~~our~~ ability toof ~~manage~~the ~~growth.~~Company Weto ~~can~~obtain ~~offer~~necessary nofinancing ~~assurance~~to ~~that~~continue ~~the~~operations, ~~Company~~and ~~will~~the ~~generate~~attainment ~~cash~~of ~~flow~~profitable ~~sufficient~~operations. toThe ~~achieve~~Company ~~profitable~~can ~~operations~~give orno assurance that ~~our~~future ~~expenses~~financing will ~~not~~be ~~exceed~~available ~~our~~to ~~projections.~~it Ifon ~~our~~acceptable ~~expenses~~terms ~~exceed~~if ~~estimates,~~at weall or that it will ~~require~~attain ~~additional~~profitability. ~~capital~~These ~~beyond~~factors ~~our~~raise ~~current~~substantial ~~$575,000~~doubt ~~estimate~~about ~~during~~our ~~the~~ability ~~next~~to ~~twelve~~continue ~~months~~as a going concern.

We do not currently have any commitments to fund our capital requirements of $575,000 over the next twelve months. Therefore, we need to raise $575,000 in debt or equity financing in the next twelve months. There can be no assurance that such additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. Unprecedented disruptions in the credit and financial markets in the past eighteen months have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for the Company to obtain, or increase its cost of obtaining, capital and financing for its operations. If we are unable to obtain additional or alternative financing on a timely basis and are unable to generate sufficient revenues and cash flows, we will be unable to meet our capital requirements and will be unable to continue as a going concern.

Since we have not yet earned any revenues from our planned operations and as of February 28, 2011 had a working capital deficit of $181,640 and an accumulated deficit since inception of $2,821,649, there is substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon continued financial support from the Company’s shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company can give no assurance that future financing will be available to it on acceptable terms if at all or that it will attain profitability. These factors raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Subsequent events

On ~~March~~September 928, 2011, the Company ~~closed~~signed a ~~private~~letter ~~placement~~agreement with the Cedrons as part of ~~common~~consulting ~~shares. Under~~services they provided to the ~~terms~~Company in Peru from March 1, 2011 to May 31, 2011, to assist Black Tusk in negotiating the purchase of properties in the ~~private~~Huampur ~~placement~~mine area (the “Services”). In return for the Services, the ~~Company~~Cedrons ~~issued~~received ~~200~~a deposit of $5,000 and received a combined total of 66,667 units of the Company (the “Cedron Units”), each unit consisting of one share of common ~~shares~~stock of Black Tusk and one share purchase warrant exercisable to acquire one share of common stock of the Company, par value, $0.001, at aan exercise price of $0.~~075~~25 per ~~unit~~warrant share and $10,000 in cash.

On ~~March~~September 1428, 2011, the Company closed athe ~~private~~September ~~placement~~2011 ofPrivate ~~common shares~~Placement. Under the terms of the private placement, the Company issued 216,667 units raising a total of $32,500 and issued 66,667 (the Cedron Units for a value of $10,000) in return for the Services. Each unit consists of one share of common ~~shares~~stock of the Company and one full purchase warrant, which may be converted to one share of common stock in the Company at aan exercise price of $0.~~075~~25 ~~per~~until ~~unit~~September 28, 2013.

On September 28, 2011, warrant holders exercised 200,000 warrants for the purchase of shares of common stock of the Company at $0.05 per share. The ~~private~~warrants ~~placement~~were ~~raised~~issued as part of a ~~combined~~conversion ~~total~~into units of ~~$20~~7% Convertible Debentures on March 30,~~000~~ 2011.

The common shares were offered by the Company in a non-brokered private placement to non-U.S. persons outside of the United States. The common shares of the private placement were not registered under the Securities Act, or the laws of any state, and are subject to resale restrictions and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The shares were placed pursuant to exemptions from registration requirements by Rule 903 of Regulation S of the Securities Act, such exemptions being available based on information obtained from the investors to the private placement.12

OnThe ~~March~~convertible 30debentures, ~~2011~~units, warrants and ~~April~~shares ~~14,~~of ~~2011,~~common ~~the~~stock ~~Company~~were ~~and~~issued ~~Magellan~~as ~~entered~~part ~~into~~of ~~the~~a ~~Rescission~~non-brokered ~~and~~private ~~Conditional~~placement ~~Purchase~~to ~~Agreement~~non-U.S. ~~Magellan~~persons ~~and~~outside of the ~~Company~~United ~~agreed~~States toin ~~rescind~~off-shore atransactions. ~~portion~~The ofconvertible ~~the~~debentures, ~~Magellan~~units, ~~Placement~~shares byof ~~rescinding~~common stock, warrants and ~~cancelling~~underlying ~~Rescinded~~shares ~~Units~~of inthe ~~consideration~~private ~~for~~placement were not registered under the ~~Company’s~~U.S. ~~acknowledgement~~Securities Act of ~~the~~1933, ~~debt~~as ~~obligation~~amended in(“Securities Act”), or the ~~amount~~laws of ~~$148~~any state,~~509~~ ~~owed~~and toare ~~Magellan~~“restricted insecurities” ~~connection~~(as ~~with~~defined ~~the~~in ~~rescission~~Rule of 144(a)(3) ~~portion~~ of the ~~Magellan~~Securities ~~Placement~~Act). ~~Upon~~The ~~the~~securities ~~increase~~may not be offered or sold in the ~~authorized~~United States absent registration or an applicable exemption from the registration requirements. The convertible debentures, units, shares of common stock, warrants and underlying securities were placed pursuant to exclusions from registration requirements by Rule 903 of ~~the~~Regulation ~~Company,~~S of the ~~Company~~Securities ~~will~~Act, ~~permit~~such ~~Magellan~~exclusions tobeing ~~purchase~~available ~~the~~based ~~Rescinded~~on ~~Units~~information ~~under~~obtained from the ~~same~~investors ~~terms~~to as the ~~Magellan~~private ~~Placement~~placement.

On March 30, 2011, the Company issued 200,000 split-adjusted units at $0.05 per unit upon the conversion of the two convertible notes with an aggregate principal amount of $10,000, bearing interest at 7% per annum. Each unit consisted of one share of common stock of the Company and one share purchase warrant for common stock of the Company at an exercise price of $0.05.

Critical Accounting Policies

Basis of Presentation

On October 11, 2010, the Company effected a 50:1 reverse stock-split of its issued and outstanding common stock. The issued and outstanding share capital decreased from 47,189,262 shares of common stock to 943,785 shares of common stock. All per share amounts, number and exercise price of stock options; warrants and conversion price of convertible debt have been retroactively restated to reflect the reverse stock-split.

Interim Consolidated Financial Statements

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to ~~Securities~~the ~~and Exchange Commission (“~~SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended May 31, ~~2010~~2011, included in the Company’s Annual Report on Form 10-K filed on ~~September~~August 1530, ~~2010~~2011 with the SEC.

22The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at August 31, 2011, and the consolidated results of its operations and consolidated cash flows for the three months ended August 31, 2011 and August 31, 2010. The results of operations for the three months ended August 31, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year ending May 31, 2012.

The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at February 28, 2011, and the consolidated results of its operations and consolidated cash flows for the three months and nine months ended February 28, 2011 and February 28, 2010. The results of operations for the three months and nine months ended February 28, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year ending May 31, 2011.

Use of Estimates

Basic and Diluted Net Income (Loss) Per Share

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of other comprehensive loss and its components in the financial statements. As at ~~February~~August 2831, 2011 and 2010, the Company has no items that represent other comprehensive loss and therefore, has not included a schedule of comprehensive loss in the financial statements. The Company’s Peruvian subsidiary uses the US dollar for its transactions and accounts for its operations in US dollars, which does not give rise to other comprehensive income or loss.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Mineral Property Costs

Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Financial Instruments and Fair Value Measures

The Company’s financial instruments consist principally of cash, accounts payable, amounts due to related parties and convertible notes. The Company believes that the recorded values of all of the Company’s financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations or market rates for similar financial instruments.

Income Taxes

Foreign Currency Translation

Recently Issued Accounting Pronouncements

Stock-based Compensation

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4.

Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this quarterly report on Form 10-Q for the three months ended ~~February~~August 2831, 2011, an evaluation was carried out by the Company’s President, who is the Company’s Chief Executive Officer ~~and interim Chief Financial Officer~~, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation the President concluded that as of the end of the period covered by this report on Form 10-Q, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to the Company’s President as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13(a)-15(f) and 15(d)-15(f) under the Exchange Act) during the quarter ended ~~February~~August 2831, 2011 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

None.

ITEM 1A.

Risk Factors

Not applicable.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On ~~February~~June 813, 2011, the Company ~~closed~~issued ato ~~private placement of units. Under the terms of the private placement~~Magellan, ~~the Company issued 5~~2,~~559~~970,~~713~~176 units atconsisting ~~a price~~ of ~~$0.05 per unit. Magellan~~2, ~~a company solely owned and controlled by Gavin Roy~~970,176 ~~President~~shares ~~and~~of acommon ~~director~~stock of the Company, ~~acquired~~and 52,~~163~~970,~~313~~176 ~~units~~common ~~in consideration of the cancellation of debt. Each unit consists of one~~ share ofpurchase ~~common~~warrants ~~stock~~ of the Company ~~and one full purchase warrant,~~ which may be converted tointo ~~one~~shares ~~share~~ of common stock inof the Company, par value $0.001, at ana ~~exercise~~conversion price of $0.05 per warrant share, until February 8, 2016,. aThis ~~portion~~issuance ofis ~~this~~in ~~placement,~~accordance ~~2,970,176~~with ~~units,~~the ~~was~~Rescission ~~rescinded~~and onConditional ~~March~~Purchase ~~30,~~Agreements. ~~2011~~The ~~and~~units ~~April~~were ~~14,~~originally ~~2011 (Refer~~issued to ~~“Liquidity~~Magellan ~~and~~on ~~Capital~~February ~~Resources”~~8, ~~under~~2011, ~~Part~~as I,part ~~Item~~of 2a ~~for~~non-brokered ~~additional~~private ~~details~~placement ~~regarding~~to ~~this~~non-U.S. ~~private~~persons ~~placement~~outside ~~and~~of the ~~subsequent~~United ~~Rescission~~States ~~and~~in ~~Conditional~~off-shore ~~Purchase Agreements)~~transactions.

On ~~February~~September 828, 2011, the Company ~~issued~~closed ~~7% convertible debentures in~~ the ~~total~~September ~~amount~~2011 ofPrivate ~~$33,500~~Placement. Under ~~The~~the ~~debentures~~terms ~~are~~of ~~due~~the ~~and~~private ~~payable~~placement, onthe ~~March~~Company 1,issued ~~2016~~216,667 ~~with~~units ~~interest~~raising ~~accruing~~a ontotal ~~the~~of ~~unpaid principal amount~~$32,500 ~~compounded~~and ~~annually.~~issued ~~The~~66,667 ~~debentures~~(the ~~are~~Cedron ~~convertible~~Units atfor ~~the~~a ~~option~~value of ~~the~~$10,000) ~~holder~~in ~~into~~return ~~units~~for the Services. Each unit consists of one share of common stock of the Company, ~~par value of $0.001,~~ and one ~~share~~full purchase warrant, atwhich amay ~~conversion~~be ~~price~~converted ~~of $0.05 per unit. Each warrant is exercisable~~ to ~~acquire~~ one share of common stock ofin the Company at an exercise price of $0.0525 ~~per share~~ until ~~February~~September 828, ~~2016~~2013.

25On September 28, 2011, warrant holders exercised 200,000 warrants for the purchase of shares of common stock of the Company at $0.05 per share. The warrants were issued as part of a conversion into units of 7% Convertible Debentures on March 30, 2011.

OnThe ~~February 10~~units, ~~2011~~shares, ~~the~~warrants ~~Company~~and ~~issued~~underlying 7%shares ~~convertible~~of ~~debentures in~~ the ~~total~~private ~~amount~~placement ofwere ~~$10,000.~~not ~~The~~registered ~~debentures~~under ~~are~~Securities ~~due and payable on March 1~~Act, ~~2016,~~or ~~with interest accruing on~~ the ~~unpaid~~laws ~~principal~~of ~~amount~~any state, ~~compounded~~and ~~annually.~~are ~~The~~“restricted ~~debentures~~securities” ~~are~~(as ~~convertible~~defined atin ~~the~~Rule ~~option~~144(a)(3) of the ~~holder~~Securities ~~into units~~Act). ~~Each~~ ~~unit~~The ~~consists~~securities ofmay ~~one~~not ~~share~~be ofoffered ~~common~~or ~~stock~~sold ofin the ~~Company,~~United ~~par~~States ~~value~~absent ofregistration ~~$0.001,~~or ~~and~~an ~~one~~applicable ~~share~~exemption ~~purchase~~from ~~warrant,~~the atregistration arequirements. ~~conversion~~The ~~price~~shares, ofwarrants ~~$0.05~~and ~~per~~underlying ~~unit.~~securities ~~Each~~were ~~warrant~~placed ispursuant ~~exercisable~~ to ~~acquire~~exclusions ~~one~~from ~~share~~registration ofrequirements ~~common~~by ~~stock~~Rule 903 of ~~the~~Regulation ~~Company~~S ~~at an exercise price~~ of ~~$0.05~~the ~~per~~Securities ~~share until February 10~~Act, ~~2016~~such ~~(Refer~~exclusions tobeing ~~“Subsequent~~available ~~Events”~~based ~~under~~on ~~Part~~information ~~II,~~obtained ~~Item~~from 5the ~~for~~investors ~~additional~~to ~~details~~the ~~regarding~~private ~~these debentures)~~placement.

The units and convertible debentures were offered by the Company in a non-brokered private placement to non-U.S. persons outside of the United States in off-shore transactions. The units, convertible debentures, shares, warrants and underlying shares of the private placement were not registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the laws of any state, and are “restricted securities” (as defined in Rule 144(a)(3) of the Securities Act). The securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The shares, warrants and underlying securities were placed pursuant to exclusions from registration requirements by Rule 903 of Regulation S of the Securities Act, such exclusions being available based on information obtained from the investors to the private placement.

ITEM 3.

Defaults Upon Senior Securities

None.

ITEM 4.

(Removed and Reserved)

Not applicable.

ITEM 5.

Other Information

Subsequent events

OnEffective ~~March~~September 912, 2011, ~~Company~~Robert ~~closed~~Krause aresigned ~~private~~as ~~placement~~a director of ~~common~~the ~~shares. Under~~Company ~~the~~in ~~terms~~order ofto ~~the~~focus ~~private~~his ~~placement,~~time ~~the~~and ~~Company~~energy ~~issued~~on ~~200,000~~other ~~common~~ventures. Mr. Krause’s ~~shares~~resignation atis anot ~~price~~the result of ~~$0.075~~any ~~per~~disputes, ~~unit~~claims or issues with the Company.

On ~~March~~September 14, 2011, the Company ~~closed~~granted ato ~~private~~consultants ~~placement~~40,000 ofoptions ~~common~~under ~~shares. Under~~ the ~~terms~~Company's of2011 ~~the~~Nonqualified ~~private~~Stock ~~placement~~Option Plan and 25,000 options under the Company's ~~issued~~2009 ~~66,667~~Nonqualified ~~common~~Stock ~~shares~~Option Plan at aan exercise price of $0.~~075~~12 per ~~unit~~share.

~~The private placement raised a combined total of $20,000.~~16

On March 17, 2011, the Company adopted the Black Tusk Minerals Inc. 2011 Nonqualified Stock Option Plan (the “2011 Plan”). The 2011 Plan is subject to ratification by shareholders of the Company. Pursuant to the 2011 Plan, stock options may be granted to any person who is performing or who has been engaged to perform services of special importance to management of the Company in the operation, development and growth of the Company. The maximum number of shares with respect to which stock options may be granted under the 2011 Plan may not exceed 650,000. All stock options granted under the 2011 Plan shall be nonqualified stock options and shall be evidenced by agreements, which shall be subject to the applicable provisions of the 2011 Plan.

On March 18, 2011, the Company granted 550,000 stock options at an exercise price of $0.12 per share, which was the closing price of the Company’s common shares on the OTC Bulletin Board on the trading day immediately prior to the date of grant. The following grants were made to parties that are officers and directors of the Company, or were subsequently nominated to be directors or appointed to be officers.

Name	Stock Options	Exercise Price
James Bordian (Chief Financial Officer)	50,000	$0.12
Robert G. Krause (Director nominee)	50,000	$0.12
Mark White (Director nominee)	25,000	$0.12
Kurt Bordian (Director)	75,000	$0.12
Magellan Management Company (Gavin Roy, President)	100,000	$0.12

On March 30, 2011 and April 14, 2011, the Company and Magellan entered into the Rescission and Conditional Purchase Agreements, Magellan and the Company agreed to rescind a portion of the Magellan Placement by rescinding and cancelling Rescinded Units in consideration for the Company’s acknowledgement of the debt obligation in the amount of $148,509 owed to Magellan in connection with the rescission of a portion of the Magellan Placement. Upon the increase in the authorized shares of common stock of the Company, the Company will permit Magellan to purchase the Rescinded Units under the Rescission and Conditional Purchase Agreements under the same terms as the Magellan Placement.

On March 30, 2011, the Company issued 200,000 split-adjusted units at $0.05 per unit upon the conversion of the two convertible notes issued on February 10, 2011, with an aggregate principal amount of $10,000, bearing interest at 7% per annum. Each unit consisted of one share of common stock of the Company and one share purchase warrant for common stock of the Company at an exercise price of $0.05.

On April 6, 2011, the Company granted 100,000 stock options at an exercise price of $0.12 per share.

ITEM 6.

Exhibits

Exhibit Number	~~Description~~	Description
4.1	Form of 7% convertible debentures
10.1		Rescission and Conditional Purchase Agreement dated March 30, 2011 and filed with the SEC on a Current Report on Form 8-K on April 14, 2011
4.2	Form of warrant certificate
10.2		Rescission and Conditional Purchase Agreement dated April 14, 2011 and filed with the SEC on a Current Report on Form 8-K on April 14, 2011
10.1	Rescission and Conditional Purchase Agreement dated March 30, 2011
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
10.2	Rescission and Conditional Purchase Agreement dated April 14, 2011
31.2		Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) of the Exchange Act
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
32.2		Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2717

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.

	BLACK TUSK MINERALS INC.	~~BLACK TUSK MINERALS INC.~~
Dated: April 14, 2011	By:	/s/ Gavin Roy
Dated: October 24, 2011	By:	/s/ Gavin Roy
	Gavin Roy, President	~~Gavin Roy, President~~
	(Principal Executive Officer)	~~(Principal Executive Officer)~~
Dated: April 14, 2011	By:	/s/ James Bordian
Dated: October 24, 2011	By:	/s/ James Bordian
	James Bordian, Chief Financial Officer	~~James Bordian, Chief Financial Officer~~
	(Principal Financial and Accounting Officer)

2818

Filing Compare · Black Tusk Minerals Inc.