U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended August 31, ~~2010~~2011

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

For the transition period from ______________ to ______________

Commission File Number: 001-34976

Gunpowder Gold Corporation

(fka Spartan Business Services Corporation)

(Exact name of registrant as specified in its charter)

Nevada		26-3751595
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

10th Floor

3 Hardman Street

Manchester M3 3HF

United Kingdom

(Address of principal executive offices)

Registrant’s telephone number, including area code: 011-44-161-932-1446

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

Title of Class

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 ¨ No ¨

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

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

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

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

~~State~~The ~~the~~ aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the ~~price at which the common equity was last sold, or the~~ average bid and asked price of such common equity, as of ~~the last~~November ~~business~~27 ~~day~~was ofapproximately ~~the registrant’s most recently completed second fiscal quarter ended February 28, 2010:~~ $018,100,392.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the last practicable date: ~~December~~ ~~10, 2010:~~ 90,~~000~~501,~~000~~961 shares ofoutstanding ~~common stock,~~ $ .001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

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

Gunpowder Gold Corporation

TABLE OF CONTENTS

PART I
Item 1	Business	3
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	12
Item 2	Properties	12
Item 3	Legal Proceedings	12
Item 4	(Removed and Reserved)	12
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6	Selected Financial Data	14
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8	Financial Statements and Supplementary Data	16
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A	Controls and Procedures	27
Item 9B	Other Information	29
PART III
Item 10	Directors, Executive Officers and Corporate Governance	29
Item 11	Executive Compensation	30
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13	Certain Relationships and Related Transactions, and Director Independence	32
Item 14	Principal Accounting Fees and Services	32
PART IV
Item 15	Exhibits, Financial Statement Schedules	32
Signatures		33

Glossary of Mining Terms

PART I
Item 1	Business	3
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	12
Item 2	Properties	12
Item 3	Legal Proceedings	18
Item 4	(Removed and Reserved)	18

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6	Selected Financial Data	19
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8	Financial Statements and Supplementary Data	23
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A	Controls and Procedures	27
Item 9B	Other Information	29

PART III
Item 10	Directors, Executive Officers and Corporate Governance	34
Item 11	Executive Compensation	35
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13	Certain Relationships and Related Transactions, and Director Independence	37
Item 14	Principal Accounting Fees and Services	38

PART IV
Item 15	Exhibits, Financial Statement Schedules	38

Signatures		39

Glossary of Mining Terms

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Volcanic center. Origin of major volcanic activity

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

PART I

~~Item~~Forward-Looking ~~1. Business~~Statements

~~Gunpowder~~This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Gunpowder Gold Corporation. (hereinafter referred to as the “Company,” “Gunpowder Gold” or “we”) ~~(formerly~~and ~~called~~other ~~Spartan~~matters. ~~Business~~Forward-looking ~~Services~~information may be included in this Annual Report on Form 10-K or ~~Corporation~~may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by isthe ~~seeking~~Company. toOne ~~become~~can afind ~~producer~~many of ~~gold~~these ~~and~~statements ~~silver~~by ~~ore~~looking for words including, ~~and~~for ofexample, “believes,” “expects,” ~~other~~“anticipates,” ~~precious~~“estimates” ~~metals~~or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s ~~presently~~operations ~~does~~on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not ~~own~~guarantees orof ~~operate~~future ~~any~~performance ~~mining~~and ~~properties~~involve risks, uncertainties and assumptions that we cannot predict. ~~The~~ In particular, we have based many of these forward-looking statements on assumptions about ~~Company~~future isevents ~~seeking~~that may prove to ~~acquire~~be ~~undeveloped~~inaccurate. ~~gold~~Accordingly, ~~and~~the ~~silver~~Company’s ~~mining~~actual ~~properties~~results ~~and~~may differ materially from those ~~will~~contemplated ~~seek~~by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to ~~evaluate~~general ~~such~~economic ~~properties~~and ~~upon~~business ~~their~~conditions, ~~acquisition~~competition, and other factors.

WeItem ~~intend to~~1. ~~pursue~~Description ~~growth~~of ~~opportunities through organic growth, as well as through an opportunistic acquisition strategy.~~Business

·Gunpowder ~~Organic~~Gold ~~growth~~Corporation (formerly called Spartan Business Services Corporation) (the “Company) is engaged in natural resource exploration and is focused on the acquisition, exploration and development of natural resource properties. WeCurrently, ~~will~~we ~~evaluate~~are ~~opportunities~~in tothe ~~discover~~exploration state and ~~exploit~~are ~~previously~~undertaking ~~untapped~~exploration programs ~~reserves~~in Arizona.

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

~~The~~ On November 19, 2008, the Company was ~~originally~~ incorporated under the laws of the State of Nevada ~~on November 19~~, ~~2008,~~ with the corporate name of Spartan Business Services ~~Corporation~~ ~~with no specific business purpose~~Corporation.. The Company ~~originally~~ intended to provide various business services to third parties but did not conduct any active business ~~until a change in the control of the Company that occurred on August 10, 2010, when Mr~~. Neil J. Pestell acquired control through his acquisition of all of the common stock of the Company formerly owned by Mr. Reno J. Calabrigo, Effective August 10, 2010, Mr. Pestell became the sole director, Chief Executive Officer, President, Treasurer and Secretary of the Company and Mr. Calabrigo resigned from such positions. Thereafter, the Company changed its business purpose to become a gold and silver mining and exploration company and to pursue the acquisition of gold and silver claims and properties. The Company is evaluating gold and silver mining acquisitions but has not acquired any natural resources claims or properties. The Company recently changed its name to Gunpowder Gold Corporation, and its trading symbol on the over-the-counter Bulletin Board changed to GUNP.

~~Market~~On ~~Outlook~~August 10, 2010, Mr. Neil J. Pestell acquired control of the Company through his acquisition of all of the common stock of the Company formerly owned by Mr. Reno J. Calabrigo. Effective August 10, 2010, Mr. Pestell became the sole director, Chief Executive Officer, President, Treasurer and Secretary of the Company and Mr. Calabrigo resigned from such positions and Mr. Pestell promptly chose to redirect the Company resources and pursue potential mining and exploration opportunities for gold, silver and precious metals.

~~Market~~In November 2010, the Company revised and restated ~~indicators~~its ~~have~~Articles ~~shown~~of ~~increased~~Incorporation ~~strength~~to ~~for~~change ~~gold,~~its ~~silver~~name to Gunpowder Gold Corp, and ~~certain~~to ~~other~~increase the amount of authorized capital to 305,000,000, ~~metals~~consisting ~~during~~of ~~recent~~5,000,000 ~~years~~Preferred shares and 300,000,000 Common shares, and to affect a 10:1 forward stock split.

~~One~~The Company changed its name to Gunpowder Gold ~~potential~~Corporation, ~~cause~~and ofchanged ~~constrained~~its ~~supply~~trading ~~may~~symbol beon the ~~difficulty~~over-the-counter inBulletin ~~obtaining~~Board ~~capital funding~~(OTCQB) ~~and~~to ~~obtaining~~GUNP ~~mining~~to ~~permits~~reflect this new focus.

~~Recent developments~~On ~~related~~January to21, ~~underground~~2011, ~~and~~the ~~surface~~Company ~~mining~~entered ~~are~~into an ~~expected~~Option toAgreement ~~result~~with ~~in greater~~Horizon ~~regulatory~~Exploration ~~oversight~~Inc. ("Horizon"), ~~and~~whereby ~~may~~Horizon ~~result~~granted inthe ~~more~~Company ~~stringent~~the ~~regulations~~sole and exclusive ~~perhaps~~right ~~additional~~and ~~legislation.~~option ~~These~~to ~~developments~~acquire ~~add~~an ~~further~~undivided ~~uncertainty~~100% right, title and ~~may~~ ~~cause~~interest ~~additional~~in ~~constraints.~~and Asto the ~~economy~~Dome ~~continues~~Rock toProperty ~~recover,~~being located ~~demand~~in ~~for~~La ~~gold~~Paz County, Arizona ~~silver~~subject ~~and~~to ~~certain~~a ~~other~~3.0% ~~metals~~net ~~may~~smelter ~~rise~~royalty. ~~Increased~~The ~~demand~~1,280 ~~coupled with~~acre ~~supply~~Dome ~~constraints~~Rock property, ~~could~~consists ~~result~~of 62 unpatented mining claims in ~~increased~~the ~~demand~~Dome Rock Mountains in the northwest area of the State of Arizona, in the fairway of the world famous Walker Lane Gold Trend (the "Property").

~~Potential legislation,~~On ~~regulation,~~January ~~treaties and accords at the local~~24, ~~state~~2011, ~~federal~~Mr. ~~and international~~Richard ~~level,~~Kehmeier and ~~changes in the interpretation or enforcement of~~ ~~existing laws and regulations, have created uncertainty and could have a significant impact on demand and our future operational and financial results~~Mr. ~~For~~ ~~example,~~Dennis ~~the~~Lance ~~increased~~were ~~scrutiny~~appointed Directors of ~~surface mining could make it difficult to receive permits or could otherwise cause production delays in~~ the ~~future~~ Company.

~~Sales~~Business ~~and Marketing~~Operations

~~Although the~~We ~~Company~~are ~~does~~a ~~not~~natural ~~presently~~resource ~~have~~exploration ~~any~~and ~~marketing staff, we intend to contract~~mining company with ~~third-party~~an ~~producers~~objective toof ~~mine~~acquiring, ~~future owned or leased properties on a rate per ounce or cost plus basis. We intend to sell any gold~~exploring, ~~silver~~ and ~~other~~ ~~metals~~if ~~produced~~warranted byand ~~our~~feasible, ~~future~~developing ~~operations~~natural ~~and~~resource ~~third-party producers~~properties. Our ~~future sales and marketing group may include personnel~~primary ~~dedicated~~focus toin ~~performing~~the ~~sales~~natural ~~functions,~~resource ~~transportation,~~sector ~~distribution,~~is ~~market research,~~gold. ~~contract~~We ~~administration,~~are ~~and~~an ~~credit/risk~~exploration ~~management activities~~stage company.

~~Suppliers~~Though the Company could focus on developing a resource property from the identification stage to the stage of mining production, the costs and time frame for doing so are considerable. The subsequent return on investment for our shareholders would be very long term. Therefore, we anticipate selling or partnering any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling or partnering a deposit found by Gunpowder Gold Corporation to these major mining companies, it would provide an immediate return to our shareholders eliminating the need for a long term focus. This strategy also mitigates the need for the Company to raise considerable exploration capital, source further management expertise in this specialized field and also minimizes exposure to the many risks of mine startup. If successful, this strategy will provide the Company with a future capital source to support future operations and growth.

The ~~main~~search for valuable natural resources as ~~types~~a ofbusiness ~~goods~~is weextremely ~~expect~~risky. toWe ~~purchase~~can orprovide ~~lease~~investors ~~are~~with ~~mining~~no ~~equipment~~assurance ~~and replacement~~that ~~parts,~~the ~~steel-related~~properties ~~(including~~we ~~roof~~have ~~control)~~either ~~products,~~optioned ~~belting~~or purchased ~~products,~~in ~~lubricants,~~Arizona ~~vehicles,~~contain ~~fuel~~commercially ~~and~~exploitable ~~tires~~reserves. WeExploration dofor ~~not~~natural ~~believe~~reserves ~~that~~is wea ~~will become~~speculative ~~dependent~~venture oninvolving ~~any~~substantial risk. ~~individual~~Few ~~supplier~~properties ~~other~~that ~~than~~are ~~for~~explored ~~purchases~~are orultimately ~~lease~~developed ~~of certain~~into ~~mining~~producing ~~equipment~~commercially feasible reserves. ~~The~~Problems ~~supplier~~such ~~base~~as unusual ~~providing~~or ~~mining~~unexpected ~~materials~~formations ~~has~~and ~~been relatively~~other ~~consistent~~conditions are involved in ~~recent~~mineral ~~years.~~exploration ~~Purchases~~and ofoften ~~certain~~result ~~mining~~in ~~equipment~~unsuccessful ~~are~~exploration ~~concentrated~~efforts. ~~with~~In ~~one~~such ~~principal~~a ~~supplier; however~~case, ~~supplier~~we ~~competition continues~~would be unable to ~~develop~~complete our business plan and any money spent on exploration would be lost.

~~Competition~~Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the selling or partnering of our properties, the purchase of small interests in producing properties, the purchase of properties where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date we have a property under option, and are in the early stages of exploring thi property. There has been no definitive indication as yet that any commercially viable mineral deposits exist on thi property, and there is no assurance that a commercially viable mineral deposit exists on the property. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined

~~The gold and silver mining industry is highly competitive.~~Competition

AThe ~~number~~mineral exploration industry, in general, ofis ~~factors~~intensively ~~beyond~~competitive ~~our~~and ~~control~~even ~~affect~~if ~~the~~commercial ~~markets~~quantities ~~for~~of ~~gold~~ore are discovered, ~~silver~~a ~~and~~ready ~~other metals.~~market ~~Continued~~may ~~demand~~not exist for ~~any~~sale ~~production~~of ~~and~~same. Numerous factors beyond our control may affect the ~~prices~~marketability ~~obtained~~of byany ussubstances ~~depend primarily~~discovered. onThese factors include market fluctuations, the ~~consumption~~proximity ~~patterns~~and capacity of ~~such~~natural ~~industries~~resource inmarkets ~~the~~and ~~U.S.~~processing ~~and elsewhere~~equipment, ~~around~~government ~~the~~regulations, ~~world;~~including ~~the~~regulations relating ~~availability~~to prices, ~~location~~taxes, ~~cost~~royalties, ofland tenure, land use, importing and ~~price~~exporting of ~~competing~~ ~~sources.~~minerals ~~The~~and ~~most~~environmental ~~important~~protection. The ~~factors~~exact oneffect ~~which~~of wethese ~~will~~factors ~~compete~~cannot ~~are delivered~~be ~~price~~accurately ~~(i.e.~~predicted, ~~including~~but ~~transportation~~the ~~costs,~~combination ~~which~~of ~~may~~these befactors ~~paid~~may byresult in our ~~customers),~~ ~~gold~~not ~~and~~receiving an ~~silver~~adequate ~~quality~~return ~~characteristics~~on ~~and~~invested ~~reliability of supply~~capital.

~~Asset~~Government ~~Retirement Obligations~~Regulation

~~Asset~~The federal government and various state and ~~retirement~~local ~~obligations~~governments ~~will~~have ~~primarily~~adopted ~~represent~~laws ~~the~~and ~~present~~regulations ~~value~~regarding the protection of ~~future~~natural resources, human health and the environment. ~~anticipated~~We ~~costs~~will be required to ~~restore~~conduct ~~surface~~all ~~land~~exploration toactivities ~~levels~~in ~~equal~~accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to orthe ~~greater~~land ~~than~~and locating claims, posting ~~pre-mining~~claims ~~conditions~~and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as ~~required~~well byas ~~the~~environmental ~~Surface~~matters ~~Mining~~relating ~~Control~~to exploration and ~~Reclamation~~development. Because these laws and regulations ~~Act~~change ~~(SMCRA)~~frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

~~Remediation Obligations~~4

~~Remediation~~Any exploration or production on United States ~~obligations~~Federal ~~primarily~~land ~~represent~~will have to comply with the ~~present~~Federal ~~value~~Land ofManagement ~~future~~Planning ~~anticipated~~Act ~~costs for~~which ~~water~~has ~~treatment~~the effect generally of ~~selenium~~protecting the environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered Species Act and ~~other~~the ~~similar~~Clean ~~discharges~~Water inAct. ~~excess~~The cost of ~~allowable~~ ~~limits,~~complying aswith ~~required~~environmental concerns under any of these acts varies on a case-by-case basis. ~~mining~~In ~~permits~~many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

~~Regulatory~~Other than the normal bonding requirements, ~~Matters~~there are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.

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

~~Future legislation and regulations are expected to become increasingly restrictive~~Currently, ~~and there may be more rigorous enforcement of existing and future laws and regulations. Depending on the development of future laws and regulations,~~ we ~~may experience~~have ~~substantial~~no ~~increases~~full intime ~~equipment and operating costs and may experience delays, interruptions or termination of operations~~employees. ~~Failure to comply~~ ~~with~~Our ~~these~~sole ~~laws~~officer and ~~regulations~~three ~~may~~Directors ~~result~~provide inplanning ~~the assessment of administrative, civil~~ and ~~criminal~~organizational ~~fines~~services oron ~~penalties,~~a ~~the~~part-time acceleration of cleanup and site restoration costs, the issuance of injunctions to limit or cease operations and the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our future operationsbasis.

4Item 1A. Risk Factors

~~Mine~~General ~~Safety~~Risks ~~and Health~~

Our ~~goal is~~auditors tohave ~~achieve~~issued ~~excellent~~a ~~mine~~going ~~safety~~concern ~~and health performance. We will measure our~~opinion ~~progress~~expressing insubstantial ~~this~~doubt ~~area primarily through the use of accident frequency rates. We believe~~ that itwe ~~will~~can becontinue ~~our~~as ~~responsibility to our employees to provide~~ a ~~good safety~~going ~~and healthy environment~~concern. We seek to implement this goal by: training employees in safe work practices; openly communicating with employees; establishing, following and improving safety standards; involving employees in the establishment of safety standards; and recording, reporting and investigating all accidents, incidents and losses to avoid reoccurrence. We intend to utilize best practices in emergency preparedness.

The ~~United~~ ~~States,~~probability ~~Canada~~of ~~and~~our ~~other~~future ~~countries~~prospective ~~in which we may operate have programs~~mining ~~for~~claims ~~mine~~having ~~safety~~commercial ~~and~~reserves ~~health~~is ~~regulation~~remote, and ~~enforcement.~~any Asfunds aspent ~~result~~on ~~of industry-wide~~exploration ~~fatal~~will ~~accidents~~probably inbe ~~recent years, primarily at underground mines, several states have adopted new safety and training regulations~~lost. In ~~addition, MSHA~~all ~~has issued numerous new policies and regulations addressing~~probability, ~~but not~~our ~~limited~~future ~~to,~~claims ~~the~~do ~~following:~~not ~~emergency~~contain ~~notification~~any ~~and~~commercial ~~response plans~~reserves, ~~increased fines~~or ~~for~~may ~~violations~~contain ~~and~~reserves ~~additional~~which ~~training~~are ~~and~~not ~~mine~~economically ~~rescue~~feasible ~~coverage requirements~~to recover. ~~Collectively~~As such, ~~federal and state safety and health regulation in the mining industry is perhaps the most comprehensive and pervasive system for protection of employee health and safety affecting~~ any ~~segment~~funds ofspent ~~U.S. industry. While these changes may have a significant effect~~ on ~~our~~exploration ~~future operating costs~~will, ~~our~~ ~~U.S.~~in ~~competitors~~all ~~with~~probability, ~~underground~~be ~~and surface mines are subject to the same degree of regulation~~lost.

~~Mining~~Our ~~Control~~management has no technical training or experience in exploring for gold and ~~Reclamation~~silver ~~Regulations~~resources or starting and operating a mining exploration program. Further, our management has no training or experience in these areas, and as a result, may not be fully aware of many of the specific requirements related to working the claims within such industry. Our management's decisions and choices may not take into account the standard engineering or managerial approaches that mineral exploration companies commonly use. Consequently our activities, earnings, and ultimate financial success could suffer irreparable harm due to our management's lack of experience in this industry. As a result, we may have to suspend or cease activities.

~~The~~We ~~SMCRA~~will need additional funding to initiate isand ~~administered~~complete the exploration processes that may be recommended by ~~the~~engineers. ~~Office~~Even if we raise all of ~~Surface~~the ~~Mining~~funds ~~Reclamation~~which ~~and~~we ~~Enforcement~~intend ~~(OSM)~~to ~~and~~raise ~~establishes~~in ~~mining~~any future offerings, ~~environmental~~we ~~protection~~may ~~and~~not ~~reclamation~~have ~~standards for~~enough ~~all~~capital ~~aspects~~to ofcomplete ~~U.S.~~the ~~surface~~exploration ~~mining~~phases asrecommended ~~well~~in asthe ~~many~~geological evaluation ~~aspects~~report of ~~underground~~ our contracted mining. ~~Mine~~engineer ~~operators~~with ~~must~~regard ~~obtain~~to ~~SMCRA~~our ~~permits~~claims. ~~and~~To ~~permit~~complete ~~renewals~~the ~~for~~recommended ~~mining~~exploration phases, ~~operations~~we ~~from~~may ~~the~~be ~~OSM.~~required ~~Where~~to ~~state~~raise ~~regulatory~~additional ~~agencies~~capital ~~have~~through ~~adopted~~securities ~~federal mining~~offerings, ~~programs~~debt ~~under~~or ~~SMCRA~~loans, or from our officers or directors. We cannot guarantee that we will be able to raise the ~~state~~capital ~~becomes~~necessary to complete the ~~regulatory~~recommended ~~authority.~~phases ~~States~~of exploration of our infuture ~~which~~properties. If we ~~expect~~are unable to ~~have~~raise ~~active~~additional ~~future~~capital, ~~mining~~and ~~operations~~cannot ~~have~~complete ~~achieved~~the ~~primary~~recommended exploration phases, we will ~~control~~not ofbe ~~enforcement~~able ~~through~~to ~~federal~~successfully ~~authorization~~begin operations and will not be able to realize any revenue. As a result, we would be forced to cease all operations.

~~SMCRA permit~~The ~~provisions~~Company ~~include~~has ~~requirements~~not ~~for~~commenced ~~prospecting;~~any ~~mine~~mining ~~plan development;~~exploration ~~topsoil~~or ~~removal~~production, ~~storage~~thus it has had no revenues and ~~replacement;~~faces ~~selective~~a ~~handling~~high degree of ~~overburden~~risk. We do not own any currently producing properties, ~~materials;~~nor ~~mine~~own ~~pit~~any ~~backfilling~~property ~~and~~that ~~grading;~~has ~~protection~~proven reserves of ~~the~~commercially ~~hydrologic~~viable quantities of valuable metals. Accordingly, we have no revenues ~~balance;~~and ~~subsidence~~we ~~control~~have ~~for~~no ~~underground~~way ~~mines;~~to ~~surface~~evaluate ~~drainage~~the ~~control;~~likelihood that our business will be successful. We have been involved primarily in organizational ~~mine~~activities, ~~drainage~~due ~~and~~diligence ~~mine~~on ~~discharge~~potential ~~control~~claims, and ~~treatment;~~preparing to engage a professional engineer to prepare an initial report and ~~re-vegetation~~evaluation of future claims. We have not generated any revenues since our inception.

The U.S. mining permit application process is initiated by collecting baseline data to adequately characterize the pre-mining environmental condition of the permit area. We will develop mine and reclamation plans by utilizing this geologic data and incorporating elements of the environmental data. Our mine and reclamation plans incorporate the provisions of SMCRA, the state programs and the complementary environmental programs that impact mining. Also included in the permit application are documents defining ownership and agreements pertaining to minerals, oil and gas, water rights, rights of way and surface land, and documents required of the OSM’s Applicant Violator System, including the mining and compliance history of officers, directors and principal stockholders of the applicant.5

~~Once~~You ashould be aware of the difficulties normally ~~permit~~encountered ~~application~~by isnew ~~prepared~~mineral ~~and~~exploration ~~submitted~~companies toand the ~~regulatory~~high ~~agency,~~rate itof ~~goes through~~failure aof ~~completeness~~such ~~and~~enterprises. ~~technical~~The ~~review.~~likelihood ~~Public~~of ~~notice~~success must be considered in light of the ~~proposed permit~~problems, isexpenses, ~~given~~difficulties, ~~for~~complications, aand ~~comment~~delays ~~period~~encountered ~~before~~in aconnection ~~permit~~with ~~can~~the beexploration of ~~issued~~mineral properties. ~~Some~~These ~~SMCRA mine~~potential ~~permit~~problems ~~applications~~include, ~~take~~but ~~over~~are anot ~~year~~limited to ~~prepare~~, ~~depending~~unanticipated onproblems ~~the~~relating ~~size~~to ~~and~~exploration, ~~complexity~~and additional costs and expenses that may exceed current estimates. Prior to completion of ~~the~~our ~~mine~~exploration stages, ~~and~~we ~~often~~anticipate that ~~take~~we ~~six~~will ~~months~~continue to ~~two~~incur ~~years~~increased tooperating beexpenses ~~issued~~without realizing any revenues. ~~Regulatory~~ ~~authorities~~We ~~have~~therefore ~~considerable~~expect ~~discretion~~to inincur significant losses into the ~~timing~~foreseeable offuture. We recognize that if we are unable to generate significant revenues from the ~~permit~~development of ~~issuance~~our future mining properties and the ~~public~~production ~~has~~of ~~the~~minerals ~~right~~from our future claims, we will not be able to ~~comment~~earn onprofits ~~and~~or ~~otherwise~~continue operations. ~~engage~~If we are unsuccessful in ~~the permitting~~addressing ~~process~~these risks, ~~including~~the ~~public~~business ~~hearings~~of ~~and~~the ~~through~~Company ~~intervention~~will inmost ~~the courts~~likely fail.

~~SMCRA requires~~We ~~compliance~~lack ~~with~~an ~~many~~operating ~~other~~history ~~major~~and ~~environmental~~have ~~programs.~~losses which ~~These~~we ~~programs include~~expect to continue into the ~~Clean~~future. We ~~Air~~were ~~Act,~~incorporated ~~the~~on ~~Clean~~November ~~Water~~19, ~~Act~~2008, ~~the~~and ~~Resource~~we ~~Conservation~~have ~~and~~not started our proposed ~~Recovery~~business ~~Act~~activities ~~(RCRA),~~or ~~the~~realized ~~Comprehensive~~any ~~Environmental~~revenues. ~~Response,~~We ~~Compensation~~have ~~and~~no operating history upon which an evaluation of our future success or failure ~~Liability~~can ~~Act~~be ~~(CERCLA)~~made. ~~and~~Our ~~employee~~ability ~~right-~~to~~-know~~ ~~provisions.~~achieve ~~Besides~~and ~~OSM,~~maintain ~~other federal~~profitability ~~regulatory~~and ~~agencies~~positive ~~are~~cash ~~involved~~flow inis ~~monitoring~~dependent orupon ~~permitting~~our ~~specific aspects~~ability ofto explore our mining claims and our ability to generate revenues from operations upon our claim. ~~The~~Based ~~Environmental~~upon ~~Protection~~our ~~Agency~~current ~~(EPA)~~plans, iswe ~~the~~expect ~~lead~~to ~~agency~~incur ~~for~~operating ~~states~~losses ~~with~~in nothe ~~authorized~~foreseeable ~~programs~~future. ~~under~~This ~~the~~will ~~Clean~~happen ~~Water~~because ~~Act, RCRA~~there ~~and~~will ~~CERCLA.~~be ~~The~~expenses ~~U.S.~~associated ~~Army~~with ~~Corps~~the research and exploration of ~~Engineers~~our ~~(ACOE)~~future ~~regulates~~mineral ~~activities affecting~~properties ~~navigable~~when ~~waters~~they are acquired, and we may not generate revenues in the Ufuture.S. ~~Bureau~~Failure to ofgenerate ~~Alcohol,~~revenues ~~Tobacco~~may ~~and~~cause ~~Firearms regulates~~us ~~the~~to ~~use~~suspend ofor ~~explosive~~cease ~~blasting~~activities.

5Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss. Because we are small and do not have a large reserve of capital, we may be required to limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go undiscovered. Without a reserve or commercial mining operations, we cannot generate revenues unless we sell our mining claims or other mining rights.

~~Mine~~Because ~~Closure~~we will have to spend additional funds ~~Costs~~to determine if we have commercial reserves, we will have to raise additional money or risk having to cease our operations. Even if we complete an exploration program and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling, testing, exploration, and engineering studies before we will know if we have a commercially viable gold and silver deposit. Because our current capitalization is insufficient to achieve such further drilling, testing, exploration, and engineering studies, it will be necessary to raise additional funds. If we are unable to raise such funds, we would be forced to suspend or cease our activities.

~~Various federal~~Because ~~and~~our ~~state~~officers ~~laws~~ and ~~regulations,~~directors ~~including~~have ~~SMCRA,~~other business ~~will~~activities ~~require~~and uswill ~~to obtain~~only ~~surety~~be ~~bonds~~devoting ora ~~other~~percentage ~~forms~~ of ~~financial~~their ~~security~~time to ~~secure~~our ~~payment of certain long-term obligations~~operations, ~~including~~our ~~mine~~operations ~~closure~~may orbe ~~reclamation~~sporadic ~~costs,~~with ~~federal~~periodic ~~and~~interruptions ~~state~~or ~~workers’~~suspensions ~~compensation costs and other miscellaneous obligations. Many~~ of ~~these bonds are renewable on a yearly basis~~exploration. ~~Surety bond costs have increased in recent years.~~

~~Environmental Laws~~Risks in the Mining Industry

WeBecause ~~may become~~of ~~subject~~the toinherent ~~various~~dangers ~~federal~~involved ~~and~~in mineral ~~state~~exploration, ~~environmental~~there ~~laws~~is ~~and~~a ~~regulations~~ risk that ~~will~~we ~~impose~~may ~~significant~~incur ~~requirements~~liability onor damages which could hurt our ~~operations.~~financial ~~The~~position ~~cost~~and ofpossibly ~~complying~~result ~~with~~in ~~current~~the ~~and~~failure ~~future~~of ~~environmental~~our ~~laws~~business. ~~and~~Mineral ~~regulations~~exploration and ~~our liabilities~~development ~~arising~~involves ~~from~~numerous ~~past~~hazards. orAs ~~future~~a ~~releases of~~result, orwe ~~exposure~~may become subject to liability for such hazards, ~~hazardous substances~~including pollution, ~~may~~cave-ins, ~~adversely~~and ~~affect~~other ~~our~~hazards ~~business,~~against ~~results~~which ofwe ~~operations~~cannot insure or against ~~financial~~which ~~condition.~~we Inmay ~~addition,~~elect ~~environmental~~not ~~laws~~to ~~and~~insure. ~~regulations, particularly~~The ~~relating~~payment toof ~~air~~such ~~emissions~~liabilities may have a material, ~~can~~adverse ~~reduce~~effect on our financial position, ~~profitability~~or could cause us to cease operations.

~~Numerous federal~~If ~~and~~we ~~state~~discover ~~governmental~~commercial ~~permits~~reserves ~~and~~of ~~approvals~~precious metals ~~are~~on ~~required~~our ~~for~~future ~~mining operations.~~mineral ~~When~~properties, we ~~apply~~can ~~for~~provide ~~these~~no ~~permits~~assurance orthat ~~approvals,~~ we ~~may~~will be ~~required~~able to successfully advance the future mineral ~~prepare~~claims ~~and~~into ~~present~~commercial toproduction. ~~federal~~If orour ~~state~~exploration ~~authorities~~program ~~data~~is ~~pertaining~~successful toin establishing the existence of gold and silver of ~~effect~~commercially orand ~~impact~~economically ~~that~~viable atonnage ~~proposed~~and ~~exploration~~grade ~~for~~on any of our claims, orwe ~~production~~will orrequire ~~processing~~additional funds in order to begin operations of, ~~may~~commercial ~~have~~production. onObtaining ~~the~~additional ~~environment.~~financing ~~Compliance~~would ~~with~~be ~~these~~subject ~~requirements~~to ~~can~~a benumber of factors, including the market ~~costly~~price ~~and~~for ~~time-consuming~~the ~~and~~minerals, ~~can~~investor ~~delay~~acceptance ~~exploration~~of orour ~~production~~claims, ~~operations~~and general market conditions. AThese factors may make the timing, amount, ~~failure~~terms or conditions of additional financing unavailable to ~~obtain~~us. orThe ~~comply~~most ~~with~~likely ~~permits~~source ~~could~~of future funds is through the sale of equity capital. Any sale of share capital will result in ~~significant~~dilution ~~fines~~to ~~and penalties~~existing ~~and~~shareholders. ~~could~~We ~~adversely~~may ~~affect~~be ~~the~~unable ~~issuance~~to ofobtain ~~other~~any ~~permits~~such ~~for~~funds, or ~~which~~to obtain such funds on terms that we ~~may~~ ~~apply~~consider economically feasible.

~~Clean Water Act~~6

~~The~~If ~~U.S. Clean~~access ~~Water~~to ~~Act~~our ~~and~~mineral ~~corresponding~~claims ~~state~~is ~~and local laws and regulations affect~~restricted ~~mining~~by ~~operations~~inclement byweather, ~~restricting~~we ~~the~~may ~~discharge~~be ofdelayed ~~pollutants,~~in ~~including~~our ~~dredged or~~exploration ~~fill~~and ~~materials,~~any ~~into~~future ~~waters~~mining ofefforts. ~~the~~It ~~United~~is ~~States.~~possible ~~The~~that ~~Clean~~snow, ~~Water~~rain, ~~Act~~or other ~~provisions~~environmental ~~and~~factors ~~associated~~could ~~state~~cause ~~and~~the ~~federal~~mining ~~regulations~~roads ~~are~~providing ~~complex~~access ~~and subject~~ to ~~amendments,~~our ~~legal~~future ~~challenges~~claims ~~and~~to ~~changes~~become ~~in implementation~~impassable. AsIf athe ~~result~~roads ofare ~~recent court decisions and regulatory actions~~impassable, ~~permitting~~we ~~requirements~~would ~~have increased~~be ~~and~~delayed ~~could~~in ~~continue~~our toexploration ~~increase~~timetable ~~the cost~~ and ~~time~~incur weunforeseen ~~expend on compliance with water pollution regulations~~expenses.

~~These~~If ~~and other~~we ~~regulatory~~become ~~requirements,~~subject ~~which~~to ~~have~~burdensome ~~the~~government regulation ~~potential~~or toother ~~change~~legal ~~due~~uncertainties, toour ~~legal challenges,~~business ~~Congressional~~will ~~actions~~be ~~and~~negatively ~~other~~affected. ~~developments,~~There ~~increase~~are ~~the~~federal ~~cost~~and ~~of,~~state governmental regulations orthat ~~could~~oversee ~~even~~and ~~prohibit,~~materially ~~certain~~restrict ~~current~~mineral orproperty ~~future~~exploration ~~mining~~and ~~operations~~development. ~~Our operations~~Under ~~may~~United ~~not~~States, ~~always~~Canada beand ~~able~~other mining laws, to ~~remain~~engage in ~~full~~certain ~~compliance~~types ~~with~~of ~~all~~exploration ~~Clean Water~~will ~~Act~~require ~~obligations~~work ~~and~~permits, ~~permit~~the ~~requirements~~posting of bonds, and asthe aperformance ~~result~~of weremediation work ~~may~~for beany ~~subject~~ physical disturbance to ~~compliance~~the ~~orders~~land. ~~and~~While ~~private~~such ~~party~~laws ~~litigation~~will ~~seeking~~not ~~fines~~affect orour ~~penalties~~future orexploration plans, if we begin drilling ~~changes~~operations toon our ~~operations~~properties, we will incur such regulatory oversight and regulatory compliance costs.

~~Clean Water~~In ~~Act~~addition, ~~requirements~~the ~~that~~legal ~~may~~and ~~affect~~regulatory ~~our~~environment that ~~operations~~pertains ~~include~~to the exploration of gold and silver is subject to change. Change in existing regulations and new regulations could ~~following:~~increase our costs of doing business, and prevent us from beginning or continuing operations.

~~Section~~We ~~404~~are in a highly competitive industry. Gold and silver exploration and development is highly competitive. The Company faces competition from multinational, national, and regional companies. Many of the Company’s competitors are larger, longer established, and have far greater financial resources and exploration and operational experience than our Company. The Company may be unable to compete effectively.

~~Section 404~~Because of ~~the~~consumer ~~Clean~~demand, ~~Water~~the ~~Act~~demand ~~requires~~for any ~~mining~~gold ~~companies~~and tosilver ~~obtain~~that ~~ACOE~~we ~~permits~~may ~~to place~~recover ~~material~~from inour ~~streams~~future ~~for~~claims ~~the~~may ~~purpose~~be ~~of creating slurry ponds~~slowed, ~~water impoundments,~~resulting ~~refuse~~in ~~areas,~~reduced ~~valley~~revenues ~~fills~~to orthe ~~other mining activities~~Company. Our ~~construction~~success ~~and mining activities, including our surface mining operations,~~ will ~~frequently~~be ~~require~~dependent ~~Section~~on ~~404 permits. ACOE issues two types of permits pursuant to Section 404 of~~ the ~~Clean~~demand ~~Water~~for ~~Act:~~gold ~~nationwide (or “general”)~~ and ~~“individual”~~ ~~permits~~silver. ~~Nationwide~~If ~~permits~~consumer ~~are~~or ~~issued~~industrial todemand ~~streamline~~slows ~~the~~our ~~permitting process~~revenues ~~for~~may ~~dredging~~be ~~and filling activities that have minimal adverse~~significantly ~~environmental impacts~~affected. AnThis ~~individual~~could ~~permit~~limit ~~typically~~our ~~requires~~ability ato ~~more comprehensive~~generate ~~application process~~revenues, ~~including public notice~~ and ~~comment,~~our ~~but~~financial ~~an individual~~condition ~~permit~~and ~~can~~operating beresults ~~issued for ten years (and~~ may be ~~extended~~harmed, ~~thereafter~~possibly ~~upon~~resulting ~~application)~~in loss of investment.

6The prices of gold and silver metal is volatile, and price changes are beyond our control. The price of base metal fluctuates. The prices of base metal have been and will continue to be affected by numerous factors beyond our control. Factors that affect such metals include the demand from consumers, economic conditions, over supply from secondary sources, and costs of production. Price volatility and downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs and the viability of our operations.

The ~~issuance~~ volatility of ~~permits~~gold toor ~~construct~~silver ~~valley~~prices ~~fills~~in general ~~and~~may ~~refuse~~adversely ~~impoundments~~affect ~~under Section~~our ~~404~~exploration ofefforts. ~~the~~If ~~Clean~~prices ~~Water~~for ~~Act~~these metals decline, ~~whether~~it ~~general~~may ~~permits~~not ~~commonly~~be ~~described as~~economically ~~the~~feasible ~~Nationwide~~for us ~~Permit~~to 21continue ~~(NWP~~our ~~21),~~exploration orof ~~individual~~our ~~permits,~~properties ~~has~~or ~~been~~to ~~the subject~~interest ofa ~~many~~joint ~~recent~~venture ~~court~~partner ~~cases~~in ~~and~~funding ~~increased~~exploration ~~regulatory~~or ~~oversight,~~developing ~~the~~commercial ~~results~~production ofat ~~which~~our properties. We may ~~materially~~make ~~increase~~substantial ~~our~~expenditures ~~permitting~~for ~~and~~exploration ~~operating~~or ~~costs~~development of the properties, which cannot ~~result~~be inrecovered ~~permitting~~if ~~delays,~~production ~~suspend~~becomes ~~any~~uneconomical. ~~then~~Gold ~~current~~and ~~operations~~silver orprices ~~prevent~~historically ~~the~~have fluctuated widely, based on numerous ~~opening~~factors ofincluding, ~~new~~but ~~mines.~~not limited to:

~~Item 1A.~~o ~~Risk~~industrial ~~Factors~~and jewelry demand;

~~General Risks~~o market supply from new production and release of existing bullion stocks;

~~Our auditors~~o ~~have~~central ~~issued~~bank alending, ~~going~~sales ~~concern~~and ~~opinion~~purchases ~~expressing~~of ~~substantial~~gold ~~doubt~~or ~~that we can continue as a going concern.~~silver;

~~The probability~~o offorward ~~our~~sales ~~future~~of ~~prospective~~gold ~~mining~~and ~~claims~~silver ~~having~~by ~~commercial~~producers ~~reserves is remote,~~ and any funds spent on exploration will probably be lost. In all probability, our future claims do not contain any commercial reserves, or may contain reserves which are not economically feasible to recover. As such, any funds spent on exploration will, in all probability, be lost.speculators;

~~Our management~~o ~~has~~production ~~no technical training or experience in exploring for gold~~ and ~~silver~~ ~~resources~~cost orlevels ~~starting and operating a mining exploration program. Further, our management has no training or experience~~ in ~~these~~ ~~areas,~~major ~~and~~metal-producing as a result, may not be fully aware of many of the specific requirements related to working the claims within such industry. Our management's decisions and choices may not take into account the standard engineering or managerial approaches that mineral exploration companies commonly use. Consequently our activities, earnings, and ultimate financial success could suffer irreparable harm due to our management's lack of experience in this industry. As a result, we may have to suspend or cease activities.regions;

Weo ~~will need~~rapid ~~additional~~short-term ~~funding~~changes toin ~~initiate~~supply and ~~complete~~demand ~~the~~because ~~exploration processes that may be recommended by engineers. Even if we raise all~~ of ~~the~~speculative funds which we intend to raise in any future offerings, we may not have enough capital to complete the exploration phases recommended in the geological evaluation report of our contracted mining engineer with regard to our claims. To complete the recommended exploration phases, we may be required to raise additional capital through securities offerings, debt or ~~loans,~~ orhedging ~~from~~activities; our officers or directors. We cannot guarantee that we will be able to raise the capital necessary to complete the recommended phases of exploration of our future properties. If we are unable to raise additional capital, and cannot complete the recommended exploration phases, we will not be able to successfully begin operations and will not be able to realize any revenue. As a result, we would be forced to cease all operations.

~~The Company~~o ~~has~~macroeconomic ~~not commenced any mining exploration or production~~factors, ~~thus~~including itconfidence ~~has~~in had no revenues and faces a high degree of risk. We do not own any currently producing properties, nor own any property that has proven reserves of commercially viable quantities of valuable metals. Accordingly, we have no revenues and we have no way to evaluate the ~~likelihood~~global ~~that~~monetary ~~our~~system; ~~business will~~inflation beexpectations; ~~successful.~~interest Werates ~~have been involved primarily in organizational activities, due diligence on potential claims,~~ and ~~preparing~~global toor ~~engage~~regional ~~a professional~~political ~~engineer~~or toeconomic ~~prepare an initial report and evaluation of future claims~~events. ~~We have not generated any revenues since our inception.~~

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

7The process of gold and silver exploration and prospecting is a highly competitive and speculative business. Individuals are not subject to onerous accreditation and licensing requirements prior to beginning mineral exploration and prospecting activities, and as such the Company, in seeking available opportunities, will compete with numerous individuals and companies, including established, multi-national companies that have substantially more experience and resources than our Company. The exact number of active competitors at any one time is heavily dependent on current economic conditions; however, statistics provided by the AEBC (The Association for Mineral Exploration, British Columbia), state that approximately 1,000 mining companies operate in North America, including gold and silver.

We lack an operating history and have losses which we expect to continue into the future. We were incorporated on November 19, 2008, and we have not started our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to explore our mining claims and our ability to generate revenues from operations upon our claim. Based upon our current plans, we expect to incur operating losses in the foreseeable future. This will happen because there will be expenses associated with the research and exploration of our future mineral properties when they are acquired, and we may not generate revenues in the future. Failure to generate revenues may cause us to suspend or cease activities.7

Because we ~~are~~may ~~small and do~~ not have ~~much~~the ~~capital,~~financial weand ~~may~~managerial resources ~~have~~ to ~~limit~~compete ~~our~~with ~~exploration activity~~other ~~which~~companies, we may ~~result~~not inbe asuccessful ~~loss. Because~~in weour ~~are~~efforts ~~small~~to ~~and~~acquire doprojects ~~not have~~of avalue, ~~large~~which, ~~reserve~~ultimately, become ofproductive. ~~capital~~However, while we ~~may~~compete bewith ~~required~~other toexploration ~~limit~~companies ~~our~~for ~~exploration activity.~~the Asrights ~~such~~to weexplore ~~may~~other ~~not~~claims, bethere ~~able~~is no tocompetition ~~complete~~for anthe exploration ~~program~~or ~~that~~removal ~~is as~~of ~~thorough~~mineral asfrom weour ~~would~~prospective ~~like.~~claims Inby ~~that~~other ~~event~~companies, anas ~~existing~~we ~~reserve~~have ~~may~~no goagreements ~~undiscovered.~~or ~~Without~~obligations athat ~~reserve~~limit orour ~~commercial~~right ~~mining~~to ~~operations,~~explore weor ~~cannot generate~~remove ~~revenues~~minerals ~~unless~~from ~~we sell~~ our ~~mining~~prospective claims ~~or other mining rights~~.

~~Because we~~Compliance ~~will~~with ~~have~~environmental ~~to spend additional funds to determine if we have commercial~~considerations ~~reserves,~~and wepermitting ~~will~~could have ~~to raise additional money or risk having to cease our operations. Even if we complete an exploration program and we are successful in identifying~~ a ~~mineral~~material ~~deposit,~~adverse weeffect ~~will have to spend substantial funds~~ on ~~further~~the ~~drilling,~~costs ~~testing,~~or ~~exploration,~~the ~~and~~viability ~~engineering~~of ~~studies~~our ~~before we will know if we have a commercially viable gold and silver deposit~~projects. ~~Because~~ ~~our~~The ~~current~~historical ~~capitalization~~trend ~~is insufficient to~~toward ~~achieve~~stricter ~~such~~environmental ~~further~~regulation ~~drilling,~~may ~~testing~~continue, ~~exploration,~~ and ~~engineering studies~~, ~~it will~~as ~~be necessary to raise additional funds. If we are unable to raise~~ such ~~funds~~, werepresents ~~would~~an beunknown ~~forced~~factor toin ~~suspend~~our orplanning ~~cease our activities~~processes.

~~Because~~All mining is regulated by the government agencies ~~our~~at ~~officers~~the federal, state and ~~directors~~county ~~have~~levels ~~other~~of ~~business~~government ~~activities~~in the United States. Compliance with such regulation has a material effect on the economics of our operations and ~~will~~the ~~only~~timing of project development. Our primary regulatory costs are expected to be related ~~devoting~~to afiling ~~percentage~~fees pertaining to the location of ~~their~~unpatented ~~time~~mining toclaims ~~our~~which ~~operations~~were staked on Federal ground. In the event mineralization of commercial interests would be found by the proposed exploration program, ~~our~~obtaining ~~operations~~licenses and permits from government agencies before the commencement of mining activities would be very expensive and time consuming. An environmental impact study may be required ~~sporadic~~to ~~with~~be ~~periodic~~undertaken ~~interruptions~~on orour ~~suspensions~~property ofin ~~exploration~~order to obtain governmental approval to commence and conduct mining on our future properties.

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

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

If we discover commercial reserves of precious metals on our future mineral properties, we can provide no assurance that we will be able to successfully advance the future mineral claims into commercial production. If our exploration program is successful in establishing the existence of gold and silver of commercially and economically viable tonnage and grade on any of our claims, we will require additional funds in order to begin operations of commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims, and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible.Safety

If ~~access to~~we ~~our~~commence ~~mineral~~mining ~~claims~~operations isin ~~restricted~~the byUnited States, ~~inclement~~for ~~weather~~example, we ~~may~~will be ~~delayed~~subject ~~in our~~to ~~exploration~~inspection and ~~any~~regulation ~~future~~by ~~mining~~the ~~efforts. It~~Mine isSafety ~~possible~~and ~~that snow,~~Health ~~rain,~~Administration orof ~~other~~the ~~environmental~~United States ~~factors~~Department ~~could~~of ~~cause~~Labor ("MSHA") under the ~~mining~~provisions ~~roads providing~~of ~~access~~the toMine ~~our~~Safety ~~future~~and ~~claims~~Health toAct ~~become~~of ~~impassable~~1977. IfThe ~~the roads are~~Occupational ~~impassable,~~Safety weand ~~would~~Health beAdministration ~~delayed~~("OSHA") inalso ~~our~~has ~~exploration~~jurisdiction ~~timetable~~over safety and ~~incur unforeseen~~health ~~expenses~~standards not covered by MSHA.

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

8We must comply with environmental standards, laws and regulations that may result in greater or lesser costs and delays depending on the nature of the regulated activity and how stringently the regulations are implemented by the regulatory authority. The costs and delays associated with compliance with such laws and regulations could stop us from proceeding with the exploration of a project or the operation or future exploration of a mine. Laws and regulations involving the protection and remediation of the environment and the governmental policies for implementation of such laws and regulations are constantly changing and are generally becoming more restrictive. We expect to make in the future significant expenditures to comply with such laws and regulations. These requirements include regulations under many state and U.S. federal laws and regulations, including:

~~In addition,~~o the ~~legal~~Comprehensive ~~and~~Environmental ~~regulatory~~Response, ~~environment~~Compensation ~~that~~and ~~pertains~~Liability toAct ~~the exploration~~ of ~~gold~~1980 ~~and~~("CERCLA" ~~silver~~or is"Superfund") ~~subject~~which toregulates ~~change. Change in existing regulations~~ and ~~new regulations~~establishes ~~could~~liability ~~increase~~for ~~our~~the ~~costs~~release of ~~doing~~hazardous ~~business, and prevent us from beginning or continuing operations.~~substances;

Weo ~~are~~the ~~in a highly competitive industry~~U. ~~Gold and silver exploration and development is highly competitive~~S. ~~The~~ ~~Company~~Endangered ~~faces~~Species competition from multinational, national, and regional companies. Many of the Company’s competitors are larger, longer established, and have far greater financial resources and exploration and operational experience than our Company. The Company may be unable to compete effectively.Act;

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

~~The prices~~o of gold and silver metal is volatile, and price changes are beyond our control. The price of base metal fluctuates. The prices of base metal have been and will continue to be affected by numerous factors beyond our control. Factors that affect such metals include the ~~demand~~Clean ~~from consumers,~~Air economic conditions, over supply from secondary sources, and costs of production. Price volatility and downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs and the viability of our operations.Act;

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

o ~~industrial and~~ ~~jewelry~~the ~~demand~~Migratory Bird Treaty Act;

o ~~market supply~~ ~~from~~the ~~new~~Safe ~~production~~Drinking ~~and~~Water ~~release of existing bullion stocks~~Act;

o ~~central bank~~ ~~lending,~~the ~~sales~~Emergency Planning and ~~purchases~~Community ofRight-to-Know ~~gold or silver~~Act;

o ~~forward sales~~ ofthe ~~gold~~Federal ~~and~~Land ~~silver~~Policy ~~by producers~~ and ~~speculators~~Management Act;

o ~~production and~~ ~~cost~~the ~~levels~~National inEnvironmental ~~major~~Policy ~~metal-producing regions~~Act; and

o ~~rapid short-term~~ ~~changes~~the inNational ~~supply~~Historic ~~and~~Preservation ~~demand because of speculative or hedging activities; and~~Act.

~~o macroeconomic factors, including confidence in the global monetary system; inflation expectations; interest rates and global or regional political or economic events.~~8

~~Gold~~The ~~and~~United States Environmental Protection ~~silver~~Agency ~~exploration~~continues ~~and~~the ~~prospecting~~development isof ~~highly~~a ~~competitive~~solid ~~and~~waste ~~speculative~~regulatory program specific to mining operations such as our proposed operation, ~~business~~where the mineral extraction and webeneficiation ~~may~~wastes are not beregulated ~~successful~~as inhazardous ~~seeking available opportunities~~wastes.

~~The process~~Our offuture ~~gold~~properties ~~and~~may ~~silver~~be ~~exploration~~in ~~and prospecting is~~ a ~~highly competitive~~historic ~~and~~mining ~~speculative~~district ~~business.~~with ~~Individuals~~past ~~are~~production ~~not~~and ~~subject~~abandoned tomines. ~~onerous~~We ~~accreditation and~~may ~~licensing~~be ~~requirements~~exposed ~~prior~~ to ~~beginning mineral exploration and prospecting activities~~liability, ~~and~~or asassertions ~~such~~of ~~the~~liability ~~Company, in seeking available opportunities, will compete with numerous individuals and companies, including established, multi-national companies~~ that ~~have substantially more experience~~would ~~and~~require ~~resources~~expenditure ~~than our Company. The exact number~~ of ~~active competitors~~legal atdefense ~~any~~costs ~~one~~under ~~time~~joint isand ~~heavily~~several ~~dependent~~liability onstatutes ~~current economic conditions; however, statistics provided by the AEBC (The Association~~ for ~~Mineral Exploration,~~cleanups ~~British~~of ~~Columbia),~~historical ~~state~~wastes that ~~approximately 1,000 mining companies~~have ~~operate~~not inyet ~~North~~been ~~America, including gold and silver~~completed.

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

9Environmental laws and regulations may also have an indirect impact on us, such as increased costs for electricity due to acid rain provisions of the United States Clean Air Act Amendments of 1990. Charges by refiners to which we may sell any metallic concentrates and products have substantially increased over the past several years because of requirements that refiners meet revised environmental quality standards. We have no control over the refiner's operations or their compliance with environmental laws and regulations.

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

~~All mining~~Changes isto ~~regulated by~~ the ~~government~~current ~~agencies~~laws ~~at the federal, state~~ and ~~county~~regulations ~~levels~~governing ~~of government in~~ the ~~United~~operations ~~States. Compliance~~and ~~with~~activities ~~such regulation~~of ~~has~~mining acompanies, ~~material~~including ~~effect~~changes onin ~~the~~permitting, ~~economics~~environmental, oftitle, ~~our~~health ~~operations~~ and ~~the~~ ~~timing~~safety, oflabor ~~project~~and ~~development. Our~~tax ~~primary~~laws, ~~regulatory costs~~ are ~~expected~~ toactively beconsidered ~~related~~from totime ~~filing fees pertaining~~ to ~~the location of unpatented mining claims which were staked on Federal ground~~time. In ~~the~~We ~~event mineralization~~cannot ofpredict ~~commercial~~such ~~interests would be found by the proposed exploration program~~changes, ~~obtaining licenses~~ and ~~permits~~such ~~from~~changes ~~government~~could ~~agencies~~have ~~before~~a ~~the~~material ~~commencement~~adverse ofimpact ~~mining~~on ~~activities~~our ~~would~~business. beExpenses ~~very~~associated ~~expensive~~with ~~and~~the ~~time consuming.~~compliance Anwith ~~environmental~~such ~~impact~~new ~~study~~laws ~~may~~or beregulations ~~required~~could to be ~~undertaken on our~~material. ~~property~~Further, inincreased ~~order~~expenses tocould ~~obtain~~prevent ~~governmental~~or ~~approval~~delay toexploration ~~commence~~projects and ~~conduct~~could, ~~mining on~~therefore, ~~our~~affect future ~~properties~~levels of mineral production.

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

WeIf ~~face~~we commence mining operations in the future, ~~substantial~~we ~~governmental~~will be subject to inspection and regulation. by:

o Mine Safety and Health Administration of the United States Department of Labor ("MSHA") under the provisions of the Mine Safety and Health Act of 1977.

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

~~Current~~ Environmental ~~Laws~~Liability ~~and Regulations~~

We ~~must comply~~are ~~with~~subject ~~environmental~~to ~~standards,~~potential ~~laws~~risks and ~~regulations~~liabilities associated ~~that~~with ~~may~~pollution ~~result~~of ~~in greater~~the orenvironment ~~lesser~~and ~~costs~~the disposal of waste rock and ~~delays~~materials ~~depending~~that oncould ~~the~~occur ~~nature~~as a result of ~~the~~our ~~regulated~~mineral ~~activity~~exploration and ~~how~~production. ~~stringently~~To the ~~regulations~~extent that we are ~~implemented~~subject byto environmental liabilities, the ~~regulatory authority.~~payment ~~The~~of such liabilities or the costs ~~and~~that ~~delays~~we ~~associated~~may ~~with~~incur ~~compliance~~to ~~with~~remedy ~~such~~environmental ~~laws~~pollution ~~and regulations~~would ~~could~~reduce ~~stop~~funds usotherwise ~~from~~available ~~proceeding~~to ~~with~~us ~~the~~and ~~exploration~~could ofhave a ~~project or~~material ~~the~~adverse ~~operation~~effect oron ~~future~~our ~~exploration~~financial ofcondition aor ~~mine~~results of operations. ~~Laws~~ ~~and~~If ~~regulations~~we are unable to fully remedy an environmental problem, ~~involving~~we ~~the~~might ~~protection~~be ~~and~~required ~~remediation~~to ofsuspend ~~the~~operations ~~environment~~or ~~and~~enter ~~the~~into ~~governmental policies~~interim ~~for~~compliance ~~implementation~~measures pending completion of ~~such~~the ~~laws~~required ~~and~~remedy. The ~~regulations~~potential ~~are~~exposure ~~constantly~~may ~~changing~~ be significant and ~~are~~could ~~generally~~have ~~becoming~~a ~~more~~material ~~restrictive~~adverse effect on us. We ~~expect~~have tonot ~~make~~purchased ininsurance ~~the~~for environmental ~~future~~risks ~~significant~~(including ~~expenditures~~potential toliability ~~comply~~for ~~with~~pollution ~~such~~or ~~laws~~other ~~and regulations. These~~hazards ~~requirements~~as ~~include~~a ~~regulations~~result ~~under~~of ~~many~~the ~~state~~disposal of waste products occurring from exploration and ~~U.S.~~production) ~~federal~~because ~~laws~~it ~~and~~is ~~regulations,~~not ~~including:~~generally available at a reasonable price.

~~o the Comprehensive~~ Environmental ~~Response,~~Permits ~~Compensation and Liability Act of 1980 ("CERCLA" or "Superfund") which regulates and establishes liability for the release of hazardous substances;~~

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

o Those risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capabilities. The posting of bonding ~~Clean~~in ~~Water~~accordance ~~Act;~~with regulatory determinations is a condition to the right to operate under all material operating permits, and therefore increases in bonding requirements could prevent our operations from continuing even if we were in full compliance with all substantive environmental laws.

~~o the Clean Air Act;~~9

~~o the U.S.~~There ~~Resource~~may ~~Conservative~~be ~~and~~possible ~~Recovery~~title ~~Act~~defects ~~("RCRA");~~on our future mining claims.

o Undetected title defects could affect our interests in future mining claims acquired and owned by the Company in the future. We will investigate title to our future claims and may ~~Migratory~~not ~~Bird~~obtain ~~Treaty~~title ~~Act;~~opinions and title insurance with respect to such claims. This should not be construed as a guarantee of title and there is no guarantee that the title to our future properties will not be challenged or impugned. Any challenge to our title could delay the exploration, financing, and development of the property and could ultimately result in the loss of some or all of our interest in our properties. Our properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.

o We may not have access to all of the supplies ~~Safe~~and ~~Drinking~~materials ~~Water~~we ~~Act;~~need to begin exploration which could cause us to delay or suspend activities.

o Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such ~~Emergency~~as ~~Planning~~bulldozers and ~~Community~~excavators ~~Right-~~that we might need to~~-Know~~ ~~Act;~~conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials when financing becomes available. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

~~o the~~We will require additional funds to achieve ~~Federal~~our ~~Land~~current ~~Policy~~business ~~and~~strategy ~~Management~~goals. ~~Act;~~An inability to secure adequate funding will cause our business to fail.

o Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the acquisition and exploration ~~National~~of ~~Environmental~~natural ~~Policy~~resource ~~Act;~~properties. We will need to raise additional funds in the future through public or private debt or equity sales in order to fund our future operations and fulfill contractual obligations. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to its interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to implement our current exploration, and as a result, could require us to diminish or suspend our operations and possibly cease our existence. Obtaining additional financing would be subject to a number of factors, including the market prices for the mineral property and silver and copper. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

~~o the~~Because ~~National~~our ~~Historic~~Directors ~~Preservation~~serve ~~Act~~as officers and directors of other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.

~~The~~Certain directors work ~~United~~for ~~States~~other ~~Environmental~~mining ~~Protection~~and ~~Agency~~mineral ~~continues~~exploration companies. Due to time demands placed on our directors and officers, and due to the ~~development~~competitive nature of ~~a solid~~the ~~waste~~exploration ~~regulatory~~business, ~~program~~the ~~specific~~potential exists for conflicts of interest to ~~mining~~occur ~~operations~~from ~~such~~time asto time that could adversely affect our ability to conduct our business. Certain directors’ full-time employment with other entities limits the amount ~~proposed~~of ~~operation,~~time ~~where~~they can dedicate to us as a director. Our directors may have a conflict of interest in helping us identify and obtain the rights to mineral ~~extraction~~properties ~~and~~because ~~beneficiation~~they ~~wastes~~may also be considering the same properties. To mitigate these risks, we work with several geologists in order to ensure that we are not overly reliant on any one of our directors to provide us with geological services. However, we cannot be certain that a conflict of interest will not ~~regulated~~arise asin ~~hazardous~~the ~~wastes~~future. To date, there have not been any conflicts of interest between any of our directors or officers and the Company.

10Our auditors have issued a going concern opinion expressing substantial doubt that we can continue.

~~Our future~~As ~~properties~~noted ~~may be~~ in aour ~~historic~~financial ~~mining~~statements, ~~district~~the ~~with~~Company has ~~past~~incurred ~~production~~a ~~and abandoned~~net ~~mines. We~~operating ~~may~~loss beof ~~exposed~~$489,375 tothrough ~~liability~~August 31, or2011. ~~assertions~~The ~~of liability~~Company ~~that~~has ~~would~~not ~~require~~commenced ~~expenditure~~its ofoperations ~~legal~~and ~~defense~~is ~~costs~~still in ~~under~~the ~~joint~~exploration ~~and several~~stage, ~~liability~~raising ~~statutes~~substantial ~~for~~doubt ~~cleanups~~about ofthe ~~historical~~Company’s ~~wastes~~ability ~~that~~to ~~have~~continue ~~not~~as ~~yet been~~a ~~completed~~going concern.

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

Environmental laws and regulations may also have an indirect impact on us, such as increased costs for electricity due to acid rain provisions of the United States Clean Air Act Amendments of 1990. Charges by refiners to which we may sell any metallic concentrates and products have substantially increased over the past several years because of requirements that refiners meet revised environmental quality standards. We have no control over the refiner's operations or their compliance with environmental laws and regulations.10

~~Potential~~The ability of the Company to continue as a ~~Legislation~~going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

~~Changes to~~Because ~~the~~of ~~current laws and regulations governing~~ the ~~operations~~speculative ~~and~~nature ~~activities~~ of ~~mining~~ ~~companies, including changes in permitting, environmental, title, health~~exploration and ~~safety~~development, ~~labor~~there ~~and~~is ~~tax laws, are actively considered from time to time. We cannot predict such changes, and such changes could have~~ a ~~material~~substantial ~~adverse impact~~risk onthat our business~~. Expenses~~ ~~associated~~will ~~with the compliance with such new laws or regulations could be material~~fail. ~~Further, increased expenses could prevent or delay exploration projects and could, therefore, affect future levels of mineral production.~~

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

IfBecause we ~~commence~~ ~~mining~~have ~~operations~~not incommenced ~~the~~business ~~future~~operations, we ~~will~~face bea ~~subject~~high risk of business failure due to ~~inspection~~our ~~and regulation~~inability ~~by:~~to predict the success of our business

o We are in the early stages of exploration of ~~Mine~~our ~~Safety~~mineral claims and ~~Health~~thus ~~Administration~~have ofno way to evaluate the ~~United~~likelihood ~~States~~that we will be able to operate our business successfully. To ~~Department~~date ofwe ~~Labor~~have ~~("MSHA")~~been ~~under~~involved primarily in organizational activities, and the ~~provisions~~acquisition and exploration of the ~~Mine~~mineral ~~Safety~~claims. ~~and Health~~We ~~Act~~have not earned any revenues as of ~~1977~~the date of this report.

~~o The~~Because ~~Occupational~~of ~~Safety~~the unique difficulties and ~~Health~~uncertainties inherent ~~Administration~~in ~~("OSHA")~~mineral ~~also~~exploration ~~has jurisdiction~~and ~~over~~the ~~safety~~mining ~~and~~business, ~~health~~we ~~standards not~~face ~~covered~~a ~~by MSHA.~~high risk of business failure

~~Environmental~~Potential investors should be aware of the ~~Liability~~difficulties normally encountered by early-stage mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

WeIn ~~are subject~~addition, ~~to potential risks and liabilities associated with pollution of~~ the ~~environment~~ ~~and~~search ~~the~~for ~~disposal~~valuable ~~of waste rock and materials that could occur as a~~minerals ~~result~~involves ofnumerous ~~our mineral exploration and production~~hazards. To ~~the~~As ~~extent~~a ~~that we are subject to environmental liabilities~~result, ~~the payment of such liabilities or the costs that~~ we may ~~incur~~become tosubject ~~remedy environmental pollution would reduce funds otherwise available~~ to usliability ~~and~~for ~~could~~such ~~have~~hazards, aincluding ~~material~~pollution, ~~adverse~~cave-ins ~~effect on our~~and ~~financial~~other ~~condition~~hazards oragainst ~~results~~which ~~of operations. If~~ we ~~are~~cannot ~~unable~~insure toor ~~fully~~against ~~remedy an~~which ~~environmental problem,~~ we ~~might~~may beelect ~~required~~not to ~~suspend~~insure. ~~operations~~The orpayment ~~enter into interim compliance measures pending completion~~ of ~~the~~such ~~required~~liabilities ~~remedy. The potential exposure~~ may ~~be significant and could~~ have a material adverse effect on ~~us. We~~our ~~have~~financial not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) because it is not generally available at a reasonable priceposition.

~~Environmental~~Because we anticipate our operating expenses ~~Permits~~will increase prior to our earning revenues, we may never achieve profitability

~~All~~Prior to completion of our exploration ~~activities~~stage, we ~~will~~anticipate bethat ~~subject~~we towill ~~regulation~~incur ~~under~~increased ~~one~~operating orexpenses ~~more~~without ~~of the~~realizing ~~various~~any ~~State~~revenues. ~~and~~Therefore, ~~federal~~we ~~environmental~~expect ~~laws~~to ~~and~~incur ~~regulations~~significant losses ininto the Uforeseeable future.S. ~~and in~~We ~~other~~recognize ~~countries.~~that ~~Many~~if ofwe ~~the~~are ~~regulations~~unable ~~require~~to usgenerate tosignificant ~~obtain~~revenues ~~permits~~from ~~for~~the ~~our~~exploration of ~~activities. We~~our ~~must~~mineral ~~update~~claims ~~and~~we ~~review~~will ~~our~~not ~~permits~~be ~~from~~able ~~time~~ to ~~time, and~~earn ~~are~~profits ~~subject~~or tocontinue ~~environmental~~operations. ~~impact~~There ~~analyses~~is ~~and~~no ~~public~~history ~~review~~upon ~~processes prior~~which to ~~approval~~base ofany ~~the~~assumption as ~~additional~~to ~~activities. It~~the islikelihood ~~possible~~ that ~~future~~ ~~changes~~we inwill ~~applicable~~prove ~~laws~~successful, ~~regulations~~and we can provide shareholders and ~~permits~~potential orinvestors ~~changes~~with inno ~~their~~assurance that ~~enforcement~~we orwill ~~regulatory~~generate ~~interpretation~~any ~~could~~operating ~~have~~revenues aor ~~significant~~ever ~~impact~~achieve onprofitable ~~some portion~~operations. ofIf ~~our~~we ~~business,~~are ~~causing~~unsuccessful ~~those~~in ~~activities~~addressing tothese berisks, our ~~economically~~business ~~reevaluated at~~will ~~that~~most ~~time~~likely fail.

~~Those risks~~Because ~~include,~~access ~~but are not limited~~ to, ~~the~~our ~~risk~~mineral ~~that~~claim ~~regulatory authorities~~ may ~~increase~~be ~~bonding~~restricted ~~requirements~~by ~~beyond~~inclement ~~our~~weather, ~~financial~~we ~~capabilities. The posting~~may ofbe ~~bonding~~delayed in ~~accordance with regulatory determinations is a condition to the right to operate under all material operating permits, and therefore increases in bonding requirements could prevent~~ our ~~operations~~exploration ~~from continuing even if we were in full compliance with all substantive environmental laws.~~

11Access to our mineral properties may be restricted through some of the year due to weather in the area. As a result, any attempt to test or explore the property is largely limited to the times when weather permits such activities. These limitations can result in significant delays in exploration efforts. Such delays can have a significant negative effect on our results of operations.

~~There~~Because ~~may~~our President has only agreed to provide his services on a part-time basis, he may not be ~~possible~~able ~~title~~or ~~defects~~willing onto devote a sufficient amount of time to our ~~future~~business operations, ~~mining~~causing ~~claims.~~our business to fail

Undetected title defects could affect our interests in future mining claims acquired and owned by the Company in the future. We will investigate title to our future claims and may not obtain title opinions and title insurance with respect to such claims. This should not be construed as a guarantee of title and there is no guarantee that the title to our future properties will not be challenged or impugned. Any challenge to our title could delay the exploration, financing, and development of the property and could ultimately result in the loss of some or all of our interest in our properties. Our properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.11

WeBecause ~~may~~we are in the early stages of our business, ~~not~~Mr. Pestell, ~~have~~the ~~access~~only toofficer of the company, will not be spending all of his time working for the ~~supplies~~Company. ~~and~~Mr. Pestell will ~~materials~~expend weenough ~~need~~time to ~~begin~~undertake the work programs that have been approved by the Company. Later, if the demands of our business ~~exploration~~require ~~which~~additional ~~could~~time ~~cause~~from usMr. Pestell, he is prepared to ~~delay~~adjust orhis ~~suspend~~timetable ~~activities~~to devote more time to our business. However, it still may not be possible for Mr. Pestell to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Pestell’s other interests increase. Competing demands on Mr. Pestell’s time may lead to a divergence between his interests and the interests of our shareholders.

~~Competition and~~Risks ~~unforeseen~~Related ~~limited~~To ~~sources of supplies in the industry could result in~~Governmental occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials when financing becomes available. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.Regulations

~~Item~~As we undertake exploration of our mineral ~~1B. Unresolved~~claims, ~~Staff~~we ~~Comments.~~will be subject to compliance with government regulation that may increase the anticipated cost of our exploration programs

~~None~~There are several governmental regulations that materially restrict mineral exploration. We will be subject to the federal, state and local laws of the United States, where we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration programs.

Item 2 1B. ~~Properties~~ Unresolved Staff Comments.

~~The principal executive offices of the Company are leased and are located 10th Floor, 3 Hardman Street, Manchester M3 3HF, United Kingdom.~~None

~~The Company~~Item ~~currently~~2. ~~does~~Description ~~not~~of ~~own or have any rights to acquire any gold and silver mining claims or properties, or other assets~~Properties.

~~Item~~The principal executive offices of the Company are leased and are located on the 10 th Floor, 3~~. Legal~~ ~~Proceedings~~Hardman Street, Manchester M3 3HF, United Kingdom.

In the following discussion relating to our interests in mining property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any ~~Company~~other private land and is ~~not~~subject ~~currently~~to local property taxes. An unpatented mining claim on U.S. government lands establishes a ~~party~~claim to inthe ~~any~~locatable ~~legal~~minerals ~~proceedings,~~(also referred to as stakeable minerals) on the land and ~~there~~the ~~has~~right ~~been~~of nopossession solely for mining purposes. ~~previous~~No ~~bankruptcy,~~title ~~receivership~~to the land passes to the claimant. If a proven economic mineral deposit is developed, orprovisions ~~similar~~of ~~proceedings~~federal ~~involving~~mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim ~~Company~~that is later declared invalid by the U.S. government, one could be evicted.

~~Item 4.~~Dome ~~Submission~~Rock ~~of Matters to a Vote of Security Holders~~Property

~~The Company~~Acquisition ~~recently filed an amendment to Article 4~~ of its Articles of Incorporation with the Secretary of State of the State of Nevada on November 5, 2010, which changed the name of the corporation to Gunpowder Gold Corporation from Spartan Business Services Corporation and which increased the authorized number of shares of Common Stock from 70,000,000 shares to 300,000,000 shares of Common Stock, $.001 par value.Interests

~~Following a~~Pursuant ~~stockholders’ meeting held by written consent~~ to ~~approve~~an ~~the~~Option ~~name~~Agreement, ~~change~~dated ~~and~~January ~~the~~21, ~~change~~2011, inwith ~~the~~Horizon ~~authorized~~Exploration ~~number~~Inc. of("Horizon") ~~shares~~(the of“Option ~~Common Stock~~Agreement”), the Company ~~effected~~ aacquired ~~forward~~the ~~split~~sole and ~~10-for-1,~~exclusive right and ~~the~~option ~~Common~~to ~~Stock~~acquire ~~began~~an ~~trading~~undivided on100% ~~a post-split~~right, ~~basis~~title onand ~~the~~interest ~~over-the-counter~~in ~~Bulletin~~and ~~Board~~to ~~market~~the onDome ~~November~~Rock ~~19,~~Property located ~~2010,~~in ~~and~~La isPaz ~~now~~County, Arizona ~~trading~~subject ~~under~~to ~~its~~a ~~new~~3.0% ~~trading~~net ~~symbol~~smelter ~~GUNP~~royalty.

12Pursuant to the Option Agreement, the Company paid an initial cash payment to Horizon of $67,448.53 within 31 days of signing the Option Agreement, and is required to pay instalments of $20,000 US on or before January 21, 2012; $30,000 US on or before January 21, 2013; $40,000 on or before the January 21, 2014; $50,000 on or before January 21, 2015; $60,000 on or before January 21, 2016; and $60,000 on or before January 21, 2017. The Company shall also be responsible for making all necessary property payments to keep the Property in good standing which includes all annual maintenance fees, exploration and other permits, property taxes, levies, insurance, and other assessments.

~~PART~~The Company shall complete the following exploration IIexpenditures on the Property as follows: (i) $750,000 on or before the first anniversary of the signing of the Agreement (ii) $750,000 on or before the second anniversary of the signing of the Agreement; and (iii) $500,000 on or before the third anniversary of the signing Agreement. If the Company fails to expend such minimum expenditures, the Option Agreement may be terminated by the seller. As of August 31, 2011, the Company has expended only $77,649, a shortfall of $672,351.

~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~12

~~General~~The Company may terminate the Agreement at any time by giving 30 days notice of such termination of the Agreement.

~~The~~In the event that the company spends, in any ~~Common~~period, ~~Stock~~more ofthan the ~~Company~~specified issum, ~~currently~~the ~~traded~~excess onshall be carried forward and applied to the ~~over-~~exploration expenditures to be incurred in the~~-counter~~ ~~Bulletin~~succeeding period for no more than three consecutive years. In the event the exploration expenditures are not completed ~~Board~~during ~~market~~the required time frame, ~~and~~any isdeficits ~~quoted~~will ~~under~~be paid in cash to Horizon immediately after the ~~symbol~~end ~~GUNP~~of the anniversary in which it occurs.

~~Market~~The Company has the right to accelerate all ~~Price~~payments due under this Agreement in order to exercise the Option at an earlier date.

~~The following~~If ~~table~~and ~~sets~~when ~~forth~~ the ~~range~~Option ofhas ~~high~~been ~~and~~exercised, a ~~low~~100% ~~closing~~right, ~~bid~~title ~~prices~~and ~~per share~~interest ofin and to the ~~Common~~Property ~~Stock~~will ofvest in the Company ~~(reflecting~~free ~~inter-dealer~~and ~~prices~~clear ~~without retail~~of ~~mark-up~~all charges, ~~mark-down~~encumbrances orand claims, ~~commission~~save and ~~may~~except ~~not~~for ~~represent~~the ~~actual transactions)~~Royalty. ~~for~~At such time, the ~~periods~~Company ~~indicated. The~~shall ~~per~~be ~~share~~entitled ~~prices~~to ~~reflect retroactively~~record ~~the~~such ~~effect~~transfers ofat its own cost with the 10appropriate ~~for~~government 1office ~~stock~~to ~~split~~effect ~~recently~~legal ~~approved~~transfer byof such interest in the ~~majority~~ ofProperty into the ~~shareholders~~name of the Company.

	High Closing Bid Price(2)		Low Closing Bid Price(2)
Year Ending December 31, 2010(1)
1 st Quarter	$	.00	$	.00
2 nd Quarter	$	.45	$	.20
3 rd Quarter	$	.40	$	.105
4 th Quarter (through December 9, 2010)	$	1.00	$	.11

Upon the Commencement of Commercial Production, the Company shall pay to Horizon a 3.0% of Net Smelter Returns on the Property (Royalty), on the terms and conditions as set out in the agreement.

~~(1)~~If ~~The Common Stock of~~ the Company ~~became~~is ~~eligible~~in ~~for~~default ~~trading~~of on the ~~over-the-counter~~Agreement, Horizon ~~Bulletin~~may ~~Board~~terminate onthe ~~December~~Agreement 6,but ~~2010.~~only if:

~~(2)~~Horizon ~~The~~has ~~prices~~first given the Company notice of the ~~Common~~default ~~Stock~~containing particulars of the obligations which the Company ~~have~~has ~~been~~not ~~adjusted~~performed toor ~~reflect~~the warranty breached and the ~~10-for-1~~Company has ~~forward~~not, ~~stock~~within ~~split~~30 days following delivery of such notice of default, cured such default or commenced proceedings to cure such default by appropriate payment or performance, the ~~Common~~Company ~~Stock~~hereby agreeing that ~~became~~should ~~effective~~it onso ~~November~~commence 19to cure any default it will prosecute the same to completion without undue delay. In the event the Company is forced to cure the defect to preserve the status of the property, ~~2010~~the cure of the defect by the Company will include a 10% overhead to Horizon.

~~Stock~~Should ~~Transfer~~the Company fail to comply with the ~~Agent~~provisions in the last paragraph, Horizon may thereafter terminate this Option Agreement by giving notice thereof to the Company, always provided that the default in question has not been cured or substantially cured at the time of Horizon giving such notice of termination.

~~The transfer agent of the Company is Island Stock Transfer, 100 Second Avenue South, Suite 705-S, St. Petersburg, Florida 33701: telephone (727)289-0010.~~13

NoDescription and Location of the Dome Rock ~~Dividends~~Property

Note: The ~~Company~~ ~~has~~“Dome ~~not~~Rock” ~~declared or paid any dividends on its Common Stock and presently~~Property ~~does~~located ~~not expect to declare or pay any such dividends~~ in ~~the~~La ~~foreseeable future. The~~Paz ~~Company~~County, Arizona ~~has~~is ~~not~~identified ~~yet formulated a future dividend policy~~ in the ~~event~~maps ~~restrictions~~below onas ~~its~~“BHR ~~ability~~CLAIM toGROUP” ~~pay dividends are created~~.

1314

~~Item 6. Selected Financial Data~~15

	Year Ended			Year Ended
	August 31, 2010			August 31, 2009
Revenues	$	0		$	0
Operating, general and administrative expense	$	74,410		$	25,581
Other Income	$	3,500		$	0
Provision for income taxes	$	0		$	0
Net loss	$	(70,910	)	$	(25,581	)
Comprehensive loss	$	—		$	—
Net loss per share	$	0		$	0

The 1,280 acre Dome Rock property, identified on the map as consists of 62 unpatented mining claims in the Dome Rock Mountains in the northwest area of the State of Arizona, located in the fairway tract of the world famous Walker Lane Gold Trend (the "Dome Rock Property"). The Walker Lane has historically produced over 50 million ounces of gold and 400 million ounces of silver. Dome Rock lies in the historic Plomosa District, 5 miles north of the town of Quartzite, Arizona and approximately 150 miles southeast of Las Vegas, Nevada. This region's Lode and Placer gold has been heavily sought after since the 18th century, and based on historical records and data from former claim holders, the Company believes this property has the potential to host a commercial gold find.

~~Item~~Dome Rock is just 9 miles south of the famous 7Copperstone mine which is located at the Northern tip of the Dome Rock Mountain chain. ~~Management’~~ To this day, Copperstone lays claim to the largest gold discovery in Arizona in recent history. Cyprus Gold's ~~Discussion~~profitably ~~and~~open ~~Analysis~~pit mined 500,000 oz of ~~Financial~~gold. ~~Conditions~~American ~~and~~Bonanza ~~Results~~Gold Corporation is presently exploring the remaining underground resource, which contains a 0.363 oz/t oxide gold resource with 313,000 ounces of ~~Operations~~gold in the Measured and Indicated categories and 256,000 ounces of gold in the Proven and Probable Mineral Reserves category.

~~Plan~~The Company plans to utilize all historical work performed to date in the region and to conduct sedimentary rock sampling and assaying, for the purpose of ~~Operation~~developing a detailed exploration program.

OnExploration ~~April~~History of the Dome Rock Mountains 9, The ~~2009~~history of mining in southwest Arizona extends back to the times of the early Spaniards in the Americas. Later, when the ~~Securities~~pioneers came to the region they found many old mines and ~~Exchange~~prospect ~~Commission~~pits. ~~declared~~Evidence ~~our~~of ~~Registration~~mining activity has been found throughout the Plomosa ~~Statement~~Mountains, onDome ~~Form~~Rock SMountains, the Castle Dome area, and also present-1day toEhrenberg. beThe ~~effective~~discovery of gold placers in the Gila Mountains opened the door for American prospectors who scoured the mountains and deserts of Arizona in search of mineral wealth. We The ~~registered~~1860's 4witnessed big strikes in the Bradshaw Mountains,~~000~~ Castle Dome Mountains,~~000~~ ~~shares~~and ofTrigo Mountains. The La Paz District and ~~our~~the ~~Common~~Rich ~~Stock~~Hill atdeposits anwere ~~offering~~all ~~price~~discovered in the early 1860's. In 1894, the Fortuna vein was discovered on the west flank of the Gila Mountains, where the Fortuna Mine produced some $3 million in gold during its first decade of operation.01 The placers in ~~order~~the La Paz district were discovered by Captain Pauline Weaver in January 1862, when he panned a small amount of gold from a gulch called El Arollo de la Tenaja in the Dome Rock Mountains. By 1866, the La Paz diggings had extended around the Dome Rock Mountains west of Jackpot and into Goodman Arroyo, Arroyo La Paz, Farrar Gulch, and over into Middle Camp and southward into the Orb Fino and La Cholla Placers. This sparked the beginning of the gold rush in the region, and led to ~~raise~~about $401 million in placer gold recovered in the first year and another $1 million by 1864,~~000~~ aswhich ~~our initial~~totaled ~~capital~~about 96,800 ounces in the first 5 years. The ~~Company~~La ~~then~~Cholla ~~filed~~District anis ~~application~~located ~~with~~on ~~FINRA~~the oneastern ~~Form~~slopes of the Dome Rock Mountains. Here the gold is found in a bed of loose quartz ~~211~~rubble that occurs at a depth of about 80 feet. The gold-bearing gravels were carried to bethe ~~listed~~surface by the early miners - it is this quartz rubble in which present-day metal detectors find gold. La Cholla is one of the few places in the west where crystallized gold has been found. . In the area of the Dome Rock Mountains there are 3 locations where the majority of gold activity occurred: (a) La Cholla, located on the ~~over~~east side of the Dome Rock Mountains, about 7 miles west of Quartzite, in an east-west trending belt that stretches nearly 5 miles; (b) Middle Camp, at the east foot of the mountains, just north of the Oro Fino Placers, an area 4-~~counter~~5 ~~Bulletin~~miles ~~Board~~E-W and 1 mile N-S, in which rich seams of gravel at bedrock hosting placer gold can be found; (c) Oro Fino, at the east foot of the mountains, where there are rich placers as well. On the west side of the Dome mountains, extensive placers and several lode mines have produced a total of about 100,000 gold ounces from dry wash placers and 5,000 ounces of lode gold from area veins. It is estimated that over $3 million worth of gold was recovered in the years 1868 to 1908.

~~Results~~The gold in placers is attributed to the erosion of ~~Operation~~the many gold-bearing veins distributed throughout the metamorphic rocks in the area. The largest areas of placer gravels are found along the more persistent gold-quartz veins.

~~The Company~~Gunpowder's ~~did~~Dome ~~not~~Rock ~~have~~project ~~any~~is ~~operating~~just ~~income~~9 ~~from~~miles south of the ~~inception~~famous ~~(November~~Copperstone ~~19,~~mine ~~2008) through~~which ~~August~~is ~~31,~~located ~~2010. For~~at the ~~period~~Northern ~~from~~tip ~~inception,~~of ~~November~~the ~~19,~~Dome ~~2008~~Rock Mountain chain. To this day, Copperstone ~~through~~lays claim to the ~~year~~largest ~~ended~~gold ~~August~~discovery ~~31,~~in ~~2010,~~Arizona ~~the~~in ~~Company~~recent ~~recognized~~history. anCyprus ~~accumulated deficit of~~Gold ~~$96~~profitably open pit mined 500,~~491~~000 oz of gold between 1987-1983. ~~Some~~ ~~general~~American ~~and~~Bonanza ~~administrative~~Gold ~~expenses~~Corporation ~~during~~ is presently exploring the ~~year~~remaining ~~were~~underground ~~accrued~~resource, which contains a 0. ~~Expenses for~~363 ~~the~~oz/t ~~year~~oxide ~~were~~gold ~~comprised~~resource with 313,000 ounces of ~~costs~~ ~~mainly~~gold ~~associated~~in ~~with~~the ~~legal~~Measured and Indicated categories and 256,000 ~~accounting~~ounces of gold in the Proven and ~~office~~Probable ~~expenses~~Mineral Reserves category.

~~Liquidity and Capital Resource~~16

AtGeology ~~August~~of the Dome Rock Property 31 Dome Rock lies within the central-western region of Arizona which is characterized by north to northwest trending mountain ranges surrounded by alluvial plains, ~~2010~~within the Basin and Range province of western Arizona loosely identified as middle to late Mesozoic in age. Mid-Tertiary low-angle normal faults (detachment faults) are now recognized as fundamental regional structures in this region. The northern Dome Rock Mountains appear to structurally underlie the northeast-dipping Moon Mountain detachment fault, the ~~Company~~lowest of ~~had~~a noprobable ~~capital~~overlapping ~~resources~~stack of detachment structures in the region. Some detachment faults host significant gold deposits, the nearest being the 500,000 oz. Copperstone deposit, located about 9 miles north of the property. The Copperstone deposit is located in quartz latite porphyry within the hanging wall of the Moon Mountain detachment fault. This fault is reportedly exposed in the Moon Mountains (an extension of the Dome Rock Mountains) north of the property. Other detachment fault gold deposits within about 70 miles include Picacho, Mesquite and ~~will~~Fancher. The ~~rely~~property ~~upon~~lies south of Boyer Gap in rocks similar in age to those near the ~~issuance~~Copperstone deposit. Rocks present on the property are mostly metarhyodacite porphyry, metasedimentary-volcanic assemblage and south ridge augen gneiss. Middle Camp granite is present in the southeastern part of ~~Common~~the ~~Stock~~property. These rock types are cut by dikes of schist, metadiorites and ~~additional~~other ~~capital~~rock ~~contributions~~types. ~~from~~Quartz veins ~~shareholders~~are present here. Gold occurs as native flakes within fault breccia, gouge and shear zones related to ~~fund~~the faulting. The wall and host rocks are typically ~~administrative~~Triassic ~~expenses~~sediments ~~pending~~and ~~full~~Jurassic ~~implementation~~quartz latite volcanics. Gold is commonly associated with hematite, chlorite, quartz, manganese oxide and copper oxide mineralization. The Dome Basin Mine north of the ~~Company’s~~property ~~business~~reportedly produced a small amount of copper, gold, and silver ore around 1900. The mine ~~model~~reportedly was located under a strong iron gossan and extensive epidotization over a metavolcanic rock, possibly an intrusive sill between sedimentary formations.

~~Critical Accounting~~Current ~~Policies~~State of Exploration

The Company’s ~~financial~~has ~~statements~~completed the ~~and~~first ~~related~~sub-phase ~~public~~(1-A) ~~financial~~of ~~information~~its ~~are based~~two part Initial exploration program on the ~~application~~Dome Rock property in Arizona. The phase 1-A exploration program included sediment sampling wherein multiple sediment samples were taken on several of ~~accounting~~the ~~principles~~washes draining ~~generally~~the ~~accepted~~claims. Sample locations were determined in the field and established by GPS. Samples were submitted for assay. Outcrop ~~United~~sampling ~~States~~was ~~(“GAAP”)~~also conducted and chip samples were sent for assay. ~~GAAP~~ Assay ~~requires~~results ~~the~~were ~~use~~encouraging in that several of ~~estimates;~~the ~~assumptions,~~samples presented similar metals ratios (Cu to Au) as other deposits in the ~~judgments~~district (Little Butte and ~~subjective~~Copperstone). ~~interpretations~~Management ofconsiders ~~accounting~~this ~~principles~~important because it indicates that ~~have~~the anDome Rock claim block ~~impact~~may onbe proximal to economic mineralization. Several samples also contained the ~~assets,~~abundant ~~liabilities,~~hematite ~~revenue~~that ~~and~~is ~~expense~~typical ~~amounts~~of ~~reported~~ore grade mineralization in the Plomosa district. ~~These~~ Based ~~estimates~~on ~~can~~the ~~also~~results ~~affect~~of ~~supplemental~~the ~~information~~data ~~contained~~gathered and analyzed in ~~our external~~the ~~disclosures~~first ~~including~~phase ~~information~~(1-A) ~~regarding~~of ~~contingencies~~the exploration program, ~~risk~~the ~~and~~Company now has ~~financial~~enough ~~condition~~information to advance the project to its next phase (1-B). We ~~believe~~The ~~our~~Company ~~use~~is planning to map some of ~~estimates~~the ~~and~~geological ~~underlying~~structures ~~accounting~~that ~~assumptions~~are ~~adhere~~present toon ~~GAAP~~the ~~and~~Dome ~~are~~Rock ~~consistently~~property and ~~conservatively~~also take further rock chip samples, which will be submitted for assay. The Company’s ~~applied~~objective is to delineate drill targets to move forward with an aggressive drilling program. We Dome ~~base~~Rock ~~our~~Claim The ~~estimates~~property onconsists ~~historical~~of ~~experience~~steep ~~and~~ridges separated by deeply incised washes lying mostly on ~~various~~the northeast side of the Dome Rock Mountains. ~~other~~Topographic ~~assumptions~~relief ~~that~~on wethe ~~believe~~property tois beover ~~reasonable~~500 ~~under~~feet. A large, northeastward-trending wash system drains most of the eastern and ~~circumstances~~central parts of the property. ~~Actual~~ ~~results~~Smaller ~~may~~washes ~~differ~~drain ~~materially~~the ~~from~~extreme ~~these~~northern, ~~estimates~~western and southern parts. The property is accessible ~~under~~using ~~different~~a ~~assumptions~~normal orpassenger ~~conditions~~vehicle. We ~~continue~~The tosite ~~monitor significant~~does ~~estimates~~not ~~made~~have ~~during~~any ~~the~~permanent ~~preparation~~equipment of, ~~our~~water ~~financial statements~~and electricity are not currently available.

1417

~~Our~~Geological Exploration ~~significant~~Program The ~~accounting~~Dome ~~policies~~Rock ~~are~~property ~~summarized~~is located in ~~Note~~a 1region ofwith ~~our~~extensive ~~financial~~exploration history, indicating that resources are present and the ~~statements. While~~prospect ~~all~~for ~~these~~economic ~~significant~~recovery ~~accounting~~of ~~policies~~gold ~~impact~~support ~~its~~management's decision to proceed with further exploration. The property is located ~~financial~~in ~~condition~~close ~~and~~proximity ~~results~~to that of ~~operations~~other major deposits along the same geological formation, and may have the ~~Company’s~~potential ~~views~~to ~~certain~~hold ofreserve ~~these~~deposits ~~policies~~equal asto ~~critical~~those of other companies located in the area. ~~Policies~~ Gunpowder ~~determined~~has tolaunched beits ~~critical~~Initial ~~are~~Phase ~~those~~exploration program, which includes stream sediment sampling wherein multiple stream sediment ~~policies~~samples ~~that~~will ~~have~~be taken on several of the ~~most~~washes ~~significant~~draining ~~impact~~the onclaims. Sample locations will be determined in the ~~Company’s~~field ~~financial~~and established ~~statements~~by ~~and~~GPS. ~~require~~Samples ~~management~~will tobe ~~use~~submitted afor ~~greater~~34 ~~degree~~element ofanalysis ~~judgment~~by ICP (inductively-coupled plasma) and gold analysis by gold assay and ~~estimates~~ICP finish. ~~Actual~~ ~~results~~The ~~may~~34 ~~differ~~element ~~from~~analysis ~~those~~will ~~estimates~~cover "pathfinder minerals" which often occur with gold deposits. ~~Our~~ ~~management~~ Outcrop ~~believes~~merit ~~that~~sampling ~~given~~will ~~current~~also ~~facts~~be conducted during stream sediment sampling and ~~circumstances,~~chip itsamples iswill ~~unlikely~~be taken for assaying. Fire ~~that~~assays ~~applying~~of ~~any~~previously ~~other~~taken ~~reasonable~~samples ~~judgments~~will oralso ~~estimate~~be ~~methodologies~~undertaken. ~~would~~The company will fire assay samples taken from BHR claims 1 through ~~cause~~61 ~~effect~~together onwith ~~our~~5 samples taken from a vein located in the BHR 62 claim. The results of ~~operations~~the sampling and assaying will be covered in a geological report, ~~financial~~and ~~position~~recommendation orwill ~~liquidity~~be ~~for~~provided to management so that further exploration may take place on the ~~periods~~property ~~presented~~as inexpeditiously ~~this~~as ~~report~~possible.

Item ~~7(A)~~ 3. ~~Quantitative~~Legal ~~and Qualitative Disclosures About Market Risk~~Proceedings.

~~Not~~The Company is not currently a party in any ~~Applicable~~legal proceedings, and there has been no previous bankruptcy, receivership, or similar proceedings involving the Company.

15Item 4. Submission of Matters to a Vote of Security Holders

~~Item~~The Company filed an amendment to Article 4 ~~8. Financial~~of ~~Statements~~its Articles of Incorporation with the Secretary of State of the State of Nevada on November 5, 2010, which changed the name of the corporation to Gunpowder Gold Corporation from Spartan Business Services Corporation and ~~Supplementary~~which ~~Data~~increased the authorized number of shares of Common Stock from 70,000,000 shares to 300,000,000 shares of Common Stock, $.001 par value.

~~GUNPOWDER GOLD~~PART ~~CORP.~~II

~~(A Development Stage Company)~~General

~~FINANCIAL STATEMENTS~~Market Information.

~~August~~Our Common Stock is traded on the on the OTC-QB, a marketplace developed by the OTC Markets Group, Inc. (“OTC-QB”) under the ticker symbol “GUNP.” The OTC-QB does not have any quantitative or qualitative standards such as those required for companies listed on Nasdaq. The following table sets forth the range of quarterly high and low closing bid prices of the Common Stock as reported on http://www.otcmarkets.com during the years ended August 31, 2011 and August 31, 2010:

Financial Quarter		Bid Price Information*
Year	Quarter	High Bid Price	Low Bid Price
2011	Fourth Quarter	$0.265	$0.20
	Third Quarter	$0.30	$0.20
	Second Quarter	$1.18	$0.18
	First Quarter	$1.19	$0.35
2010	Fourth Quarter	$2.95	$.30
	Third Quarter	$.40	$.105
	Second Quarter	$.45	$.20
	First Quarter	$.00	$.00

~~SEALE AND BEERS, CPAs~~18

PCAOB & CPAB REGISTERED AUDITORS

(1)	The Common Stock of the Company became eligible for trading on the over-the-counter Bulletin Board on December 6, 2010.

(2)	The prices of the Common Stock of the Company have been adjusted to reflect the 10-for-1 forward stock split of the Common Stock that became effective on November 19, 2010.

(3)	The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

~~www.sealebeers.com~~Dividends

~~REPORT~~The OFCompany ~~INDEPENDENT~~has not declared or paid any dividends ~~REGISTERED~~on ~~PUBLIC~~its ~~ACCOUNTING~~Common ~~FIRM~~Stock and presently does not expect to declare or pay any such dividends in the foreseeable future. The Company has not yet formulated a future dividend policy in the event restrictions on its ability to pay dividends are created.

~~To the~~Warrants ~~Board~~or ~~of Directors and Stockholders of~~Options.

~~Gunpowder~~Please refer to Note 6 under the caption “Stockholders’ ~~Gold~~Equity ~~Corp.~~and ~~fka~~Warrants” ~~Spartan~~for ~~Business~~detailed ~~Services~~information ~~Corp~~regarding to outstanding warrants.

(AWe have not granted any stock options to the ~~Development~~executive ~~Stage~~officers or directors of the Company) since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior mineral exploration companies.

WeRecent ~~have audited~~Sales ~~the accompanying balance sheets~~ of ~~Gunpowder~~Unregistered ~~Gold~~Securities; ~~Corp.~~Use ~~fka Spartan Business Services Corp. (A Development Stage Company) as~~ of ~~August~~Proceeds ~~31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years ended August 31, 2010 and 2009 and~~ from ~~inception~~Registered ~~on November 19, 2008 through August 31, 2010~~Securities. ~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.~~

~~We conducted~~Please ~~our~~refer ~~audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit~~ to ~~obtain~~Note ~~reasonable~~6 ~~assurance~~under ~~about whether~~ the ~~financial~~caption ~~statements are free of material misstatement. An audit~~“Stockholders’ ~~includes~~Equity ~~examining, on a test basis, evidence supporting the amounts~~ and ~~disclosures~~ inWarrants” ~~the~~for ~~financial~~detailed ~~statements. An~~information ~~audit~~regarding ~~also~~to ~~includes assessing~~private ~~the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation~~placements. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InPurchases ~~our~~of ~~opinion,~~Equity ~~the~~Securities ~~financial~~by ~~statements referred to above present fairly, in all material respects,~~ the ~~financial position of Gunpowder Gold Corp. fka Spartan Business Services Corp. (A Development Stage~~ Company) ~~as of August 31, 2010~~ and ~~2009,~~ ~~and~~Affiliated the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years ended August 31, 2010 and 2009 and from inception on November 19, 2008 through August 31, 2010, in conformity with accounting principles generally accepted in the United States of AmericaPurchasers.

~~The accompanying~~There ~~financial~~were ~~statements~~no ~~have~~purchases ~~been~~of ~~prepared~~equity ~~assuming~~securities by ~~that~~ the Company ~~will~~ ~~continue~~or asaffiliates aduring ~~going concern. As discussed in Note 2 to~~ the ~~financial~~ ~~statements,~~fiscal ~~the~~year ~~Company~~ended ~~has~~August ~~had a loss from operations of $70~~31,~~910,~~ ~~an accumulated deficit of $96,491, working capital deficit of $42,018 and has earned no revenues since inception, which raises substantial doubt about its ability to continue as a going concern~~2011. ~~Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/ Seale~~Item ~~and~~6. ~~Beers,~~Selected ~~CPAs~~Financial Data

Seale and Beers, CPAs

	Year Ended			Year Ended
	August 31, 2011			August 31, 2010
Revenues	$	0		$	0
Operating, general and administrative expense	$	392,480		$	74,410
Other Income	$	0		$	3,500
Loss from foreign exchange	$	404		$	0
Provision for income taxes	$	0		$	0
Net loss	$	(392,884	)	$	(70,910	)
Comprehensive loss	$	—		$	—
Net loss per share	$	0		$	0

~~Las Vegas, Nevada~~19

~~December 13,~~Item ~~2010~~7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

~~50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351~~Overview

17As a natural resource exploration company our focus is to locate prospective properties that may host mineral reserves that could eventually be put into mining production. With this in mind, we have to this date identified and secured interests in a mining claim with respect to property in the Walker Lane area in the State Arizona.

~~GUNPOWDER~~We do not presently intend to use any employees, ~~GOLD~~with ~~CORP~~the exception of part-time clerical assistance on an as-needed basis. Outside advisors, attorneys or consultants will only be used if they can be obtained for a reasonable cost or for a deferred payment basis. Management is confident that it will be able to operate in this manner and continue during the next twelve months.

~~(formerly: Spartan~~Plan ~~Business~~of ~~Services Corp.)~~Operation

(ADuring the twelve-month period ending August ~~Development~~31, ~~Stage~~2012, our objective is to continue to explore the properties subject to our mining claim. We continue to run our operations with the use of contract operators, and as such do not anticipate a material change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our three directors, at a minimum to conserve capital. Our staffing in no way hinders our operations, as outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company).

~~Balance~~We do not anticipate any equipment purchases ~~sheets~~in the twelve months ending August 31, 2012.

	August 31, 2010			August 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	160		$	26,905
Prepaid expense, net		-			9,699
Total current assets		160			36,604
	$	160		$	36,604
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,478		$	13,712
Note payable to related-party		40,700			-
Total current liabilities		42,178			13,712
Stockholders' equity
Preferred stock; $.001 par value, 5,000,000 shares authorized, zero shares issued and outstanding		-			-
Common stock; $.001 par value, 300,000,000 shares authorized; 90,000,000 and 140,000,000 shares issued and outstanding at August 31, 2010 and 2009, respectively		90,000			140,000
Additional paid-in-capital		(35,527	)		(91,527	)
Deficit accumulated during development stage		(96,491	)		(25,581	)
Total stockholders' equity (deficit)		(42,018	)		22,892
Total liabilities and stockholders' equity (deficit)	$	160		$	36,604

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

~~The accompanying~~Dome ~~notes are an integral part of the financial statements~~Rock

18On January 21, 2011 simultaneous with the execution and delivery of the Option Agreement with Horizon, the Company made the initial property option payment of $67,448.53 on March 9, 2011.

~~GUNPOWDER~~The ~~GOLD~~Dome ~~CORP~~Rock Option Agreement requires on-going property payments of $20,000 US on or before January 21, 2012; $30,000 US on or before January 21, 2013; $40,000 on or before the January 21, 2014; $50,000 on or before January 21, 2015; $60,000 on or before January 21, 2016; and $60,000 on or before January 21, 2017. The Company shall also be responsible for making all necessary property payments to keep the Property in good standing which includes all annual maintenance fees, exploration and other permits, property taxes, levies, insurance, and other assessments.

~~(formerly~~The Company shall complete the following exploration expenditures on the property as follows: (i) $750,000 on or before the first anniversary of the signing of the Agreement (ii) $750,000 ~~Spartan~~on ~~Business~~or ~~Services~~before ~~Corp.~~the second anniversary of the signing of the Agreement; and (iii) $500,000 on or before the third anniversary of the signing Option Agreement.

~~(A Development Stage Company)~~_________________________________

~~Statements~~By January 21, 2012, the Company is contractually required to incur $750,000 on exploration costs on the property. The total amount of ~~Operations~~exploration expenditures made on the Dome Rock Property through August 31, 2011, is $77,649, a shortfall of $672,351. If the Company fails to meet its minimum exploration requirement of a total of $750,000, its options rights to the Dome Rock property may be terminated by the seller under the terms of its Option Agreement.

				November 19, 2008			November 19, 2008
				(Inception)			(Inception)
	For the year ended			through			through
	August 31, 2010			August 31, 2009			August 31, 2010
Revenues	$	-		$	-		$	-
Operating expenses
General and administrative		74,410			25,581			99,991
		74,410			25,581			99,991
Income (loss) from operations		(74,410	)		(25,581	)		(99,991	)
Other income (expense)
Other income		3,500			-			3,500
Interest expense		-			-			-
Loss before income taxes		(70,910	)		(25,581	)		(96,491	)
Income tax expense		-			-			-
Net income (loss)	$	(70,910	)	$	(25,581	)	$	(96,491	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		139,863,014			109,449,825

We are planning to map some of the geological structures that are present on the Dome Rock property and also take further rock chip samples, which we will submit for assay. Our objective is to delineate drill targets so we can move forward with an aggressive drilling program, as rapidly as possible.

~~The accompanying notes are an integral part of the financial statements~~20

19On April 9, 2009, the Securities and Exchange Commission declared our Registration Statement on Form S-1 to be effective. We registered 4,000,000 shares of Common Stock at an offering price of $.01 in order to raise $40,000 as our initial capital. The Company then filed an application with FINRA on Form 211 to be listed on the over-the-counter Bulletin Board.

~~GUNPOWDER GOLD~~Results ~~CORP.~~of Operations

The Company did not have any operating income from the inception (~~formerly:~~November 19, 2008) through August 31, 2011. For the period from inception, November 19, 2008, through the year ~~Spartan~~ended ~~Business~~August ~~Services~~31, ~~Corp~~2011, the Company recognized an accumulated deficit of $489,375.)

(AComparison of fiscal year ended August 31, ~~Development~~2011, ~~Stage~~to ~~Company)~~the fiscal year ended August 31, 2011, to the fiscal year ended August 31, 2009:

~~Statements~~General and Administrative costs. General and administrative costs increased from $74,410 in the fiscal year ended August 31, 2010, compared to $223,326 during the fiscal year ended August 31, 2011, a increase of ~~Stockholders'~~66.7%, ~~Equity~~because ~~(Deficit)~~of the additional legal & professional of start-up costs and the acquisition costs as a public company during fiscal 2010.

														Accumulated
											Additional			Deficit during			Total
	Preferred stock				Common Stock						paid-in			Development			Shareholders'
	Shares		Amount		Shares			Amount			capital			Stage			(deficit)
Balance November 19, 2008 (date of inception)		-	$	-		-		$	-		$	-		$	-		$	-
Common shares issued for cash on November 25, 2008 at $0.0001 per share		-		-		75,000,000			75,000			(67,500	)		-			7,500
Common shares issued for service on November 25, 2008 at $0.0001 per share		-		-		25,000,000			25,000			(22,500	)		-			2,500
Common shares issued relating to private placement, at $0.001 per share, net of $1,527 of offering costs		-		-		40,000,000			40,000			(1,527	)		-			38,473
Net (loss) from Inception through August 31, 2009		-		-		-			-			-			(25,581	)		(25,581	)
Balance August 31, 2009		-	$	-		140,000,000		$	140,000		$	(91,527	)	$	(25,581	)	$	22,892
Capital contribution, March 1 and May 6, 2010												6,000						6,000
Common shares cancelled, August 31, 2010		-		-		(50,000,000	)		(50,000	)		50,000			-			-
Net (loss) for the year ended August 31, 2010		-		-		-			-			-			(70,910	)		(70,910	)
Balance August 31, 2010		-	$	-		90,000,000		$	90,000		$	(35,527	)	$	(96,491	)	$	(42,018	)

Consulting Fees. Consulting fees increased by $52,000 from the fiscal years ended August 31, 2010 to fiscal year ended Augut 31, 2011.

~~All~~Advertising and Marketing. Advertising ~~numbers~~and ~~have~~marketing ~~been~~costs ~~retroactively~~increased ~~stated~~by ~~per~~$19,505 from the ~~10:1~~fiscal ~~forward~~years ~~split~~ended ~~effected~~August ~~in Nov~~31, 2010 to fiscal year ended August 31 2011.

Impairment Loss and Mining Claims. The ~~accompanying~~Company ~~notes~~incurred ~~are~~ an ~~integral~~impairment ~~part~~loss on its Arizona mining claim of $20,000 during the ~~financial~~fiscal year ended August 31, 2011, compared ~~statements~~to $0 impairment loss during the fiscal year ended August 31, 2010, because no proved resources were established during fiscal 2011.

20Exploration Cost. The Company incurred $77,649 in exploration costs during the fiscal year ended August 31, 2011, compared to $0 exploration costs during the fiscal year ended August 31, 2010, as a result of the Company’s acquisition of its first undeveloped mining property in Arizona during the fiscal 2011 and its Phase I exploration during fiscal 2011.

~~GUNPOWDER~~Net Loss. The Company incurred an increase ~~GOLD~~in ~~CORP~~net loss from operations of $392,480 during the fiscal year ended August 31, 2011, compared to a net loss of $74,410 during the fiscal year ended August 31, 2010, primarily as a result of the exploration costs of its Arizona mining claim of $77,649, and the impairment loss related its Arizona mining claim. This represents an increase in loss of $318,070, or 81%. Based upon the capital requirements of the Option Agreement for the Arizona mining claim, the Company expects a substantial increase in its net loss from operations for its fiscal year ending August 31, 2012.

~~(formerly: Spartan~~Liquidity ~~Business~~and ~~Services~~Capital ~~Corp.)~~Resource

(AAt August 31, 2011, the Company only had $57,396 ~~Development~~in ~~Stage~~cash capital and must rely upon the issuance of Common Stock and additional capital contributions from shareholders and others to fund the capital expenditure requirements regarding the Dome Rock Option Agreement and to fund its administrative expenses pending full implementation of the Company)’s business model.

~~Statements of Cash Flows~~21

				November 19, 2008			November 19, 2008
				(Inception)			(Inception)
	For the year ended			through			through
	August 31, 2010			August 31, 2009			August 31, 2010
Operating activities:
Net loss	$	(70,910	)	$	(25,581	)	$	(96,491	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid expense		9,699			301			10,000
Stock issued for services		-			2,500			2,500
Expenses paid by shareholder/officer		40,700			-			40,700
Changes in operating assets and liabilities:
(Increase) in prepaid expense		-			(10,000	)		(10,000	)
(Decrease) increase in accounts payable		(12,234	)		13,712			1,478
Net cash (used in) operating activities		(32,745	)		(19,068	)		(51,813	)
Financing activities:
Capital contribution		6,000			-			6,000
Proceeds from issuance of common stock		-			45,973			45,973
Net cash provided by financing activities		6,000			45,973			51,973
Net change in cash		(26,745	)		26,905			160
Cash, beginning of period		26,905			-			-
Cash, ending of period	$	160		$	26,905		$	160
Supplemental cash flow disclosures
Cash paid for:
Interest expense	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash activities:
Issuance of common stock for services	$	-		$	2,500		$	2,500

Critical Accounting Policies

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

21Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, the Company’s views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

~~GUNPOWDER~~Item 7(A). Quantitative and Qualitative ~~GOLD~~Disclosures ~~CORP~~About Market Risk.

~~(Formerly:~~As a “smaller reporting company,” ~~Spartan~~as ~~Business~~defined ~~Services~~in ~~Corp~~Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.)

~~(A Development Stage Company)~~22

~~NOTES TO~~Item ~~THE~~8. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements and Supplementary Data

~~Note 1. Nature~~GUNPOWDER ofGOLD ~~Business and Summary of Significant Accounting Policies~~CORP.

~~The summary~~(Formerly: ofSpartan ~~significant~~Business ~~accounting~~Services ~~policies is presented to assist in the understanding of the financial statements~~Corp. The financial statements and notes are representations of management. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.)

~~Nature of~~(An ~~business~~Exploration ~~and~~Stage ~~organization~~Company)

~~Gunpowder Gold~~FINANCIAL Corp. (the “Company”) formerly named Spartan Business Services Corp. was incorporated in the State of Nevada on November 19, 2008. The Company’s principal business objective is to become a precious metal exploration company and intends to seek the acquisition of mineral exploration properties. The Company's operation has been limited to general administrative operations and is considered a development stage company as defined by ASC Topic 915-10.STATEMENTS

~~Effective~~ August 1031, 2010, Mr. Neil Jason Pestell of Manchester, United Kingdom, acquired common stock of Spartan Business Services Corporation (“Spartan”) previously owned by Mr. Reno Calabrigo, the former principal Stockholder of Spartan. As a result of these transactions, Mr. Pestell became the controlling stockholder of Spartan presently owning 50,000,000 shares of Common Stock which represents 55.6% of its issued and outstanding Common Stock. As part of the transaction, Mr. Calabrigo agreed to resign as the sole director of the Company and to simultaneously appoint Mr. Pestell as the sole director of the Company, and agreed to appoint Mr. Pestell as the new Chief Executive Officer, President, Treasurer and Secretary of the Company.2011

~~Estimates~~23

~~The preparation~~SEALE ofAND the financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainty of future eventsBEERS, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur, more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements.CPAs

~~Cash and~~PCAOB ~~cash~~& ~~equivalents~~CPAB REGISTERED AUDITORS

~~Cash and cash equivalents include interest bearing and non-interest bearing bank deposits, money market accounts, and short-term instruments with a liquidation provision of three month or less~~www.sealebeers.com

~~Revenue~~REPORT OF INDEPENDENT REGISTERED PUBLIC ~~recognition~~ACCOUNTING FIRM

~~The Company~~To ~~has~~the noBoard ~~revenues~~of toDirectors ~~date~~and ~~from its operations. Once revenues~~Stockholders ~~are generated, management will establish a revenue recognition policy.~~of

~~Net loss~~Gunpowder ~~per~~Gold ~~common~~Corp. ~~share~~(fka Spartan Business Services Corp.)

~~The Company~~(An ~~computes~~Exploration ~~net~~Stage loss per share in accordance with ASC Topic 260, “Earnings per Share”. Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive.Company)

22We have audited the accompanying balance sheets of Gunpowder Gold Corp. (fka Spartan Business Services Corp.) (An Exploration Stage Company) as of August 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended August 31, 2011 and 2010 and since inception on November 19, 2008 through August 31, 2011. Gunpowder Gold Corp.’s (fka Spartan Business Services Corp.) management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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

~~(Formerly:~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gunpowder Gold Corp. (fka Spartan Business Services Corp.) (An Exploration Stage Company) as of August 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended August 31, 2011 and 2010 and since inception on November 19, 2008 through August 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

(AThe accompanying financial statements have ~~Development~~been ~~Stage~~prepared assuming that the Company) will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues, has negative working capital at August 31, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTES TO~~/s/ ~~THE~~Seale ~~FINANCIAL~~and ~~STATEMENTS~~Beers, CPAs

~~Note 1. Nature~~Seale ~~of Business~~ and ~~Summary~~Beers, ~~of Significant Accounting Policies -continued~~CPAs

~~Advertising costs~~Las Vegas, Nevada

~~Advertising costs~~December ~~are generally expensed as incurred and are included in selling and marketing expenses in the accompanying statement of operations. As of August 31~~12, ~~2010~~ ~~and 2009, there were no advertising costs incurred.~~2011

~~Comprehensive~~50 S. Jones ~~income~~Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251-

The Company accounts for comprehensive income (loss) in accordance with ASC Topic 220 "Reporting Comprehensive income" which requires comprehensive income (loss) and its components to be reported when a company has items of comprehensive income (loss). Comprehensive income (loss) includes net income (loss) plus other comprehensive income (loss). There are no differences or reconciling items between net income and comprehensive income for the years ended August 31, 2010 and 2009.24

~~Income~~GUNPOWDER ~~taxes~~GOLD CORP.

~~The Company~~(formerly: ~~accounts~~Spartan ~~for~~Business ~~its~~Services income taxes in accordance with ASC Topic 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwardsCorp. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.)

~~Deferred income~~(A ~~taxes~~Exploration ~~reflect~~Stage the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company~~’s deferred tax liabilities and assets as of August 31, 2010 and 2009 are as follows:~~)

Deferred tax assets:	2010			2009
Net operating loss carryforwards	$	96,491		$	25,581
Income tax rate		34	%		34	%
		32,807			8,698
Less valuation allowance		(32,807	)		(8,698	)
	$	-		$	-

Balance sheets

Through August 31, 2010, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses carryforwards. At August 31, 2010, the Company had $96,491 of federal and state net operating losses carryforwards. The net operating loss carryforwards, if not utilized will begin to expire in 2028.

	August 31, 2011			August 31, 2010
ASSETS

Current assets:
Cash and cash equivalents	$	57,396		$	160
Prepaid expense		5,435			—
Deposit		542			—
Total current assets	$	63,374		$	160

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	18,416		$	1,478
Accounts payable to related-party		3,000			—
Note payable to related-party		76,860			40,700
Total current liabilities		98,276			42,178

Stockholders' equity
Preferred stock; $.001 par value, 5,000,000 shares authorized, zero shares issued and outstanding		—			—
Common stock; $.001 par value, 300,000,000 shares authorized; 90,501,961 and 90,000,000 shares issued and outstanding at August 31, 2011 and 2000, respectively		90,502			90,000
Additional paid-in-capital		363,971			(35,527	)
Deficit accumulated during exploration stage		(489,375	)		(96,491	)
Total stockholders' equity (deficit)		(34,902	)		(42,018

Total liabilities and stockholders' equity (deficit)	$	63,374		$	160

~~Reconciliations of~~The ~~the~~accompanying ~~U.S.~~notes ~~federal~~are ~~statutory~~an ~~rate~~integral topart of the ~~actual~~financial ~~tax rate for the years ended August 31, 2010 and 2009 is as follows:~~statements

	2010			2009
U.S. federal statutory income tax rate		34.0	%		34.0	%
State tax - net of federal benefit		0.0	%		0.0	%
		34.0	%		34.0	%
Increase in valuation allowance		(34.0	%)		(34.0	)%
Effective tax rate		0.0	%		0.0	%

23GUNPOWDER GOLD CORP.

~~GUNPOWDER GOLD~~(formerly: ~~CORP~~Spartan Business Services Corp.)

(~~Formerly: Spartan~~A ~~Business~~Exploration ~~Services~~Stage ~~Corp.~~Company)

~~(A Development~~Statements ~~Stage~~of ~~Company)~~Operations

NOTES TO THE FINANCIAL STATEMENTS

							November 19, 2008
	For the			For the			(Inception)
	year ended			year ended			through
	August 31, 2011			August 31, 2010			August 31, 2011

Revenues	$	—		$	—		$	—

Operating expenses
General and administrative		223,326			74,410			323,317
Consulting fee - related-party		52,000			—			52,000
Advertising and marketing		19,505			—			19,505
Impairment loss on mineral claim		20,000			—			20,000
Exploration cost		77,649						77,649
		393,480			74,410			492,471

Income (loss) from operations		(393,480	)		(74,410	)		(492,471	)

Other income (expense)
Other income					3,500			3,500
(loss) from foreign exchange		(404	)		—			—
Loss before income taxes		(392,884	)		(70,910	)		(489,375	)

Income tax expense		—			—			—
Net income (loss)	$	(392,884	)	$	(70,910	)	$	(488,375	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average common shares outstanding		90,308,612			90,000,000

~~Newly~~The accompanying notes are an integral part ~~issued~~of ~~pronouncements~~the financial statements

~~The Company has evaluated all recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.~~26

~~Note~~GUNPOWDER 2.GOLD ~~Going Concern~~CORP.

~~The Company’s~~(formerly: ~~financial~~Spartan ~~statements~~Business ~~are~~Services prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of businessCorp. The Company has incurred a net operating loss of $96,491 through August 31, 2010. The Company has not commenced its operations, rather, still in the development stages, raising substantial doubt about the Company’s ability to continue as a going concern.)

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

~~The ability~~Statements of ~~the~~Stockholders' ~~Company~~Equity to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.(Deficit)

Note 3. Prepaid Expense

														Accumulated
											Additional			Deficit during			Total
	Preferred stock				Common Stock						paid-in			Development			Shareholders'
	Shares		Amount		Shares			Amount			capital			Stage			(deficit)

Balance November 19, 2008 (date of inception)		—	$	—		—		$	—		$	—		$	—		$	—
Common shares issued for cash on November 25, 2008 at $0.0001 per share		—		—		75,000,000			75,000			(67,500	)		—			7,500
Common shares issued for service on November 25, 2008 at $0.0001 per share		—		—		25,000,000			25,000			(22,500	)		—			2,500
Common shares issued relating to private placement, at $0.001 per share, net of $1,527 of offering costs		—		—		40,000,000			40,000			(1,527	)		—			38,473
Net (loss) from Inception through August 31, 2009		—		—		—			—			—			(25,581	)		(25,581	)
Balance August 31, 2009		—	$	—		140,000,000		$	140,000		$	(91,527	)	$	(25,581	)	$	22,892

Capital contribution, March 1 and May 6, 2010												6,000						6,000
Common shares cancelled, August 31, 2010		—		—		(50,000,000	)		(50,000	)		50,000			—			—
Net (loss) for the year ended August 31, 2010		—		—		—			—			—			(70,910	)		(70,910	)
Balance August 31, 2010		—	$	—		90,000,000		$	90,000		$	(35,527	)	$	(96,491	)	$	(42,018	)

Common shares issued relating to private placement, February 24, 2011 at $0.75 per share		—		—		266,667			267			199,733			—			200,000
Common shares issued relating to private placement, April 8, 2011 at $0.85 per share		—		—		235,294			235			199,765			—			200,000
Net (loss) from Inception through August 31, 2011		—		—		—			—			—			(392,884	)		(392,884	)
Balance August 31, 2011		—	$	—		90,501,961		$	90,502		$	(363,971	)	$	(489,375	)	$	(34,902	)

OnAll ~~August 21,~~numbers ~~2009,~~have ~~the~~been ~~Company~~retroactively ~~entered into a contractual agreement for professional~~stated ~~services~~per ~~to be rendered over a twelve month period for~~ the ~~amount of $~~10~~,000. The~~:1 ~~Company~~forward ~~recorded~~split ~~the~~affected ~~liability of $10,000 and a corresponding prepaid expense~~ in ~~the~~Nov ~~same amount to be amortized over the term of the agreement. For the year ended August 31,~~ 2010 ~~and 2009, the Company amortized $9,699 and $301, respectively, of prepaid expense and recorded it as professional fees~~.

~~Note~~The accompanying notes are an integral part 4.of ~~Property~~the ~~and~~financial ~~equipment~~statements

~~As of August 31, 2010 and 2009, the Company does not own any property and/or equipment.~~27

~~Note 5.~~GUNPOWDER ~~Stockholders’~~GOLD ~~equity~~CORP.

~~The Company's articles of incorporation provide for the authorization of five million~~ (~~5,000,000)~~formerly: ~~shares~~Spartan ofBusiness ~~preferred~~Services ~~stock with par values of $0~~Corp.~~001 and three hundred million (300,000,000~~) shares of common stock with par value of $0.001. Common stock holders have all the rights and obligations that normally pertain to stockholders of Nevada corporations. As of August 31, 2010 and 2009 the Company had 90 million and 140 million shares of common stock issued and outstanding, respectively. The Company has not issued any shares of preferred stock.

24(A Exploration Stage Company)

~~GUNPOWDER GOLD~~Statements ~~CORP.~~of Cash Flows

(Formerly: Spartan Business Services Corp.)

							November 19, 2008
	For the			For the			(Inception)
	year ended			year ended			through
	August 31, 2011			August 31, 2010			August 31, 2011

Operating activities:
Net loss	$	(393,884	)	$	(70,910	)	$	(489,375	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid expense					9,699			10,000
Stock issued for services		—			—			2,500
Impairment loss on mineral claim		20,000
Expenses paid by shareholder/officer		36,160			40,700			76,860
Changes in operating assets and liabilities:
(Increase) in prepaid expense		(5,436	)		—			(15,435	)
(Increase) in depopsit		(542	)		—			(542	)
(Decrease) increase in accounts payable to related-party		3,000			—			3,000
(Decrease) increase in accounts payable		16,938			(12,234	)		18,416
Net cash (used in) operating activities		(322,764	)		(32,745	)		(374,577	)

Investing activities:
Purchase of mineral claim		(20,000	)					(20,000	)
Net cash provided by investing activities		(20,000	)		—			(20,000	)

Financing activities:
Capital contribution					6,000			6,000
Proceeds from issuance of common stock		400,000			—			445,973
Net cash provided by financing activities		400,000			6,000			451,973

Net change in cash		(57,236	)		(26,745	)		57,396
Cash, beginning of period		160			26,905			—
Cash, ending of period	$	57,396		$	160		$	57,396

Supplemental cash flow disclosures
Cash paid for:
Interest expense	$	—		$	—		$	—
Income taxes	$	—		$	—		$	—
Non-cash activities:
Issuance of common stock for services	$	—		$	2,500		$	2,500
Loss from foreign exchange	$	404		$	—		$	404

(AThe accompanying notes are an integral part ~~Development~~of ~~Stage~~the ~~Company)~~financial statements

~~NOTES TO THE FINANCIAL STATEMENTS~~28

~~On November~~GUNPOWDER ~~25,~~GOLD ~~2008 the Company issued 25,000,000 shares of common stock ($0~~CORP.001 par value) to the Company’s president/shareholder for services provided valued at $2,500. In the absence of an objective measure of share value, the shares were valued at their pre-split par value.

~~On November 25, 2008 the Company issued 75,000,000 shares of common stock~~ (~~$0.001 par~~Formerly: ~~value)~~Spartan toBusiness ~~the Company’s president/shareholder for cash totaling $7,500. In~~Services ~~the absence of an objective measure of share value, the shares were valued at their pre-split par value~~Corp.)

In(A ~~April 2009,~~Exploration ~~the~~Stage Company initiated a Private Placement for the sale of 40,000,000 shares of common stock to investors at $0.001 per share. As of August 31, 2009, all subscriptions have been received from 26 investors, raising $38,473 in proceeds, net of $1,527 of offering costs.)

OnNOTES ~~March 1,~~TO ~~2010~~THE ~~and~~FINANCIAL May 6, 2010, the Company’s president/shareholder contributed a total of $6,000 to the Company as additional paid in capital to cover expenses. This money was contributed without any expectation of it being paid back, and was not in exchange for shares of the Company’s stock.STATEMENTS

OnNote ~~August 31,~~1. ~~2010,~~Nature ~~a shareholder~~ of ~~the~~Business ~~Company returned 50,000,000 restricted shares of common stock to treasury~~ and ~~the shares were cancelled by the~~Summary ~~Company. The~~of ~~shares~~Significant ~~were~~Accounting ~~returned to treasury for no consideration to the shareholder.~~Policies

~~In November~~The ~~2010,~~summary ~~the~~of ~~Company~~significant ~~revised~~accounting policies ~~and~~is ~~restated~~presented ~~its~~to ~~articles~~assist ofin ~~incorporation to increase~~ the ~~amount~~understanding of ~~authorized~~the ~~capital~~financial tostatements. ~~305,000,000,~~The ~~consisting~~financial ~~of 5,000,000~~statements ~~Preferred~~and ~~shares~~notes ~~and~~are ~~300,000,000~~representations of ~~Common~~management. ~~shares,~~These ~~and~~accounting topolicies ~~affect~~conform ato ~~10:1 forward~~accounting ~~stock~~principles ~~split. All~~generally ~~references~~accepted in the ~~accompanying~~United ~~financial statements~~States of America and have been ~~retroactively~~consistently ~~stated~~applied toin ~~reflect~~the ~~these~~preparation ~~changes~~of the financial statements.

~~Note 6. Related~~Nature ~~party~~of ~~transactions~~business and organization

~~During the~~Gunpowder ~~year~~Gold ~~ended~~Corp. ~~August~~(the 31“Company”), formerly ~~2010,~~named aSpartan ~~shareholder~~Business ~~paid~~Services ~~$40~~Corp.,~~700~~ was incorporated in the State of ~~expenses~~Nevada on ~~behalf~~November 19, 2008. The Company is an Exploration Stage Company as defined by Guide 7 of the ~~Company~~Securities ~~from~~Exchange ~~his~~Commission’s ~~personal~~Industry ~~account~~Guide and ASC Topic 915-10 “Development Stage Entities”. ~~These~~The ~~amounts~~Company ~~are~~has ~~reflected~~entered asinto an agreement to acquire a mineral ~~unsecured~~property located in the La Paz County, Arizona, and ~~non-interest~~has ~~bearing~~not ~~advances~~yet ~~with~~determined nowhether ~~maturity~~this ~~date~~property contains reserves that are economically recoverable. AsThe recoverability of ~~August 31~~property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation ~~2010~~of the Company’s interest in the underlying property, the ~~balance~~ability of ~~these~~the ~~amounts~~Company ~~was~~to ~~$40,700.~~obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds from the sale thereof

~~Officer’s compensation~~Use ~~paid to president/shareholder for the year ended August 31, 2010 and for the period~~ of ~~November 19, 2008 (Date of Inception) through August 31, 2009, was $7,450 (all cash) and $17,000 ($14,500 in cash and $2,500 in shares issued for service), respectively.~~estimates

~~Note~~The preparation of financial statements in 7conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. ~~Other~~Actual results ~~income~~could differ from these estimates.

~~During the~~Cash ~~year~~and ~~ended~~cash August 31, 2010, the Company reversed $3,500 of accrued accounting fees payable to Moore & Associates, the predecessor auditor. The PCAOB revoked the registration of Moore & Associates during 2009, forcing the Company to have Moore’s audit of its 2009 financial statements performed over. Management believes that they are not likely to ever pay this debt.equivalents

~~Note~~Cash and cash equivalents include interest 8.bearing ~~Subsequent~~and ~~events~~non-interest bearing bank deposits, money market accounts, and short-term instruments with a liquidation provision of three month or less.

~~In November~~Revenue 2010, the Company revised and restated its articles of incorporation to change its name to Gunpowder Gold Corp, to increase the amount of authorized capital to 305,000,000, consisting of 5,000,000 Preferred shares and 300,000,000 Common shares, and to affect a 10:1 forward stock split. All references in the accompanying financial statements have been retroactively stated to reflect these changes.recognition

25The Company has no revenues to date from its operations. Once revenues are generated, management will establish a revenue recognition policy.

~~GUNPOWDER GOLD~~Advertising ~~CORP.~~costs

~~(Formerly:~~Advertising costs are generally expensed ~~Spartan~~as ~~Business~~incurred ~~Services~~and ~~Corp~~are included in selling and marketing expenses in the accompanying statement of operations.) As of August 31, 2011, there were $19,505 advertising costs incurred, and none for 2010

~~(A Development~~Environmental ~~Stage Company)~~expenditures

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

~~The Company~~Concentrations ~~has recently changed the character~~ of ~~its~~credit business to become a precious metal exploration company and the Company intends to seek the acquisition of mineral exploration properties. Although the Company is currently in discussions regarding a potential transaction, there is no definitive agreement (or executed letter of intent) regarding such transactions and no assurance that a transaction will occur. The Company presently has no definitive plans, proposals, or other arrangements, written or otherwise.risk

The Company’s ~~has~~financial ~~evaluated~~instruments ~~all~~that are ~~subsequent~~exposed ~~events~~to ~~through~~concentrations ~~the~~of ~~date~~credit ~~the~~risk ~~financial statements~~primarily ~~have~~consist ~~been~~of ~~issued~~its cash and ~~has~~accounts ~~determined~~payable. ~~that~~The noCompany ~~other~~places ~~events~~its cash and ~~occurred~~cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

2629

~~Item 9~~Note 1. ~~Changes~~ inNature ~~and~~of ~~Disagreements~~Business ~~With~~and ~~Accountants~~Summary of onSignificant Accounting ~~and Financial~~Policies ~~Disclosure.~~-continued

~~There have~~Mineral ~~been~~Rights ~~no disagreements regarding accounting~~ and ~~financial~~Exploration ~~disclosure matters with the independent certified public accountants of the Company.~~Costs

~~Item~~Costs of acquisition and option costs of mineral ~~9(A)~~rights are capitalized upon acquisition. ~~Controls~~ Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and ~~Procedures~~probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with FASB Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

~~Management’s~~Various factors could impact our ability to ~~Report~~achieve Onforecasted ~~Internal~~production ~~Control~~schedules. ~~Over~~Additionally, ~~Financial~~commodity ~~Reporting~~prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in cash flow models from exploration stage mineral interests. This, however, involves further risks in addition to those factors applicable to mineral interests where proven and proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically.

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

The Company reviews and evaluates long-lived assets ~~Pertain~~for toimpairment when events or changes in circumstances indicate that the ~~maintenance~~related ofcarrying ~~records~~amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that intheir carrying ~~reasonable~~amount ~~detail~~might ~~accurately~~not ~~and~~be ~~fairly~~recoverable. ~~reflect~~When the ~~transactions~~Company ~~and~~determines ~~dispositions~~that ofan impairment analysis should be done, the ~~assets~~analysis will ofbe performed using the ~~company;~~rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

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

-The ~~Provide~~Company ~~reasonable~~operates ~~assurance~~in ~~regarding~~the ~~prevention~~resource orexploration industry ~~timely~~that ~~detection~~is ofsubject ~~unauthorized~~to ~~acquisition,~~significant ~~use~~risks orand ~~disposition~~uncertainties, ofincluding ~~the~~financial, ~~company’s~~operational, ~~assets~~technological, ~~that~~and ~~could~~other ~~have~~risks associated with operating a ~~material~~resource ~~effect~~exploration onbusiness, including the ~~financial~~potential ~~statements~~risk of business failure.

27Basic and diluted net loss per share

~~Because of~~The ~~its~~Company ~~inherent~~computes ~~limitations,~~net ~~internal~~loss ~~control~~per ~~over~~share ~~financial reporting may not~~in ~~prevent~~accordance orwith ~~detect~~FASB ~~misstatements. Projections~~ASC of260, ~~any~~“Earnings ~~evaluation~~per ~~of effectiveness~~Share”, towhich ~~future~~requires ~~periods~~presentation ~~are~~of ~~subject~~both tobasic ~~the~~and ~~risk~~diluted ~~that controls may become~~earnings ~~inadequate~~per ~~because~~share of(“EPS”) ~~changes~~on ~~in conditions, or that~~ the ~~degree~~face of ~~compliance with~~ the ~~policies~~income or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement ~~preparation and presentation~~. ~~Because~~ ofBasic ~~the~~EPS ~~inherent limitations of internal control, there~~ is acomputed ~~risk~~by ~~that~~dividing ~~material~~net ~~misstatements~~loss ~~may~~available ~~not~~to ~~be prevented or detected on~~common ashareholders ~~timely~~(numerator) ~~basis~~ by ~~internal~~the ~~control~~weighted ~~over~~average ~~financial~~number ~~reporting.~~of ~~However,~~shares ~~these inherent~~outstanding ~~limitations~~(denominator) ~~are~~during ~~known features of~~ the ~~financial reporting process~~period. ~~Therefore,~~ itDiluted isEPS ~~possible~~gives effect to ~~design~~all ~~into~~potentially ~~the~~dilutive ~~process~~common ~~safeguards to~~shares ~~reduce,~~outstanding ~~though~~during ~~not~~the ~~eliminate, this risk~~period.

AsIn ~~of August~~computing 31Diluted EPS, ~~2010 management assessed~~ the ~~effectiveness~~average ~~of our internal control~~stock ~~over~~price ~~financial reporting based on the criteria~~ for ~~effective internal control over financial reporting established in Internal Control—Integrated Framework issued by~~ the ~~Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the~~ period ~~covered~~is byused ~~this~~in ~~report,~~determining ~~such internal controls and procedures were not effective to detect~~ the ~~inappropriate application~~number of USshares ~~GAAP~~assumed ~~rules as more fully described below. This was due~~ to ~~deficiencies~~be ~~that~~purchased ~~existed~~from in the ~~design~~exercise ~~or operation~~ of ~~our~~stock ~~internal~~options ~~controls~~or ~~over~~warrants. ~~financial~~Diluted ~~reporting~~EPS ~~that~~excludes ~~adversely~~all ~~affected~~potentially ~~our~~dilutive ~~internal~~shares ~~controls~~if ~~and~~their ~~that may~~effect beis ~~considered to be material weaknesses~~anti-dilutive.

~~The matters~~Comprehensive involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of August 31, 2010.income

~~Management believes~~The ~~that~~Company ~~the~~accounts ~~material~~for ~~weaknesses~~comprehensive income ~~set~~(loss) ~~forth~~ in ~~items~~accordance ~~(2)~~with ~~and~~ASC ~~(3)~~Topic ~~above~~220 ~~did not~~"Reporting ~~have~~Comprehensive anincome" ~~effect~~which onrequires ~~our~~comprehensive ~~financial~~income ~~results. However,~~(loss) and ~~management~~its ~~believes that~~components ~~the~~to ~~lack~~be ofreported when a ~~functioning~~company ~~audit~~has ~~committee~~items ~~and~~of ~~the~~comprehensive ~~lack~~income of(loss). aComprehensive ~~majority~~income of(loss) includes ~~outside~~net ~~directors~~income on(loss) ~~our~~plus ~~board~~other ofcomprehensive ~~directors~~income ~~results~~(loss). inThere ~~ineffective~~are ~~oversight~~no ~~in the~~differences ~~establishment~~or ~~and~~reconciling ~~monitoring~~items ofbetween ~~required~~net ~~internal~~income ~~controls~~ and ~~procedures,~~ ~~which~~comprehensive ~~could~~income ~~result~~for inthe ayears ~~material~~ended ~~misstatement~~August in31, ~~our~~2011 ~~financial~~and ~~statements in future periods~~2010.

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

~~Management’s~~The Company accounts for its income ~~Remediation~~taxes ~~Initiatives~~in accordance with ASC Topic 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

~~In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:~~30

WeDeferred ~~will~~income taxes ~~create~~reflect athe ~~position~~net totax ~~segregate~~effects ~~duties~~of ~~consistent~~temporary ~~with~~differences ~~control~~between ~~objectives~~the ~~and will~~carrying ~~increase~~amounts ~~our~~of ~~personnel~~assets ~~resources~~ and ~~technical~~liabilities ~~accounting~~for ~~expertise~~financial ~~within~~statement ~~the~~purposes ~~accounting~~and ~~function~~the ~~when~~amounts ~~funds~~used ~~are~~for ~~available~~income totax uspurposes. ~~And,~~ weSignificant ~~plan~~components ~~to appoint one or more outside directors to our board~~ of ~~directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake~~ the ~~oversight~~Company’s indeferred ~~the~~tax ~~establishment~~liabilities and ~~monitoring of required~~ ~~internal~~assets ~~controls and procedures such~~ as ~~reviewing~~of ~~and~~August ~~approving~~31, ~~estimates~~2011 and ~~assumptions~~ ~~made~~2010 ~~by management when funds~~ are ~~available~~as ~~to us.~~follows:

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

Deferred tax assets:	2011			2010
Net operating loss carryforwards	$	489,375		$	96,491
Income tax rate		34%			34%
		166,387			32,807
Less valuation allowance		(166,387	)		(32,807	)
	$	—		$	—

28Through August 31, 2011, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses carryforwards. At August 31, 2011, the Company had $489,375 of federal and state net operating losses carryforwards. The net operating loss carryforwards, if not utilized will begin to expire in 2028.

WeReconciliations of ~~anticipate~~the ~~that~~U.S. ~~these~~federal ~~initiatives~~statutory ~~will~~rate beto atthe ~~least~~actual ~~partially,~~tax ifrate ~~not~~for ~~fully, implemented~~the byyears ~~May~~ended August 31, 2011~~. Additionally,~~ ~~we plan to test our updated controls~~ and ~~remediate~~2010 ~~our~~is ~~deficiencies~~as ~~by May 31, 2011.~~follows:

Item 9(B). Other Information.

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

~~None~~Newly issued pronouncements

~~PART~~The Company has evaluated all recent accounting ~~III~~pronouncements and believes that none of them will have a material effect on the Company’s financial statements.

~~Item 10~~Note 2. ~~Directors,~~ ~~Executive~~Going ~~Officers and Corporate Governance.~~Concern

The Company’s financial statements are ~~directors~~prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and ~~executive~~liquidation ~~officers~~of liabilities in the normal course of business. The Company has incurred a net operating loss of $489,375 through August 31, 2011. The Company has not commenced its operations, rather, still in the development stages, raising substantial doubt about the Company’s ~~are:~~ability to continue as a going concern.

Name	Age	Position
Neil J. Pestell	41	Director, Chief Executive Officer, President,
10th Floor		Treasurer and Secretary
3 Hardeman Street
Manchester M3 3HF
United Kingdom

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

~~Directors~~The ability of the Company to continue as a ~~are~~going ~~elected~~concern is dependent upon its ability to ~~serve~~successfully ~~until~~accomplish the ~~next~~plans ~~annual~~described ~~meeting~~in ofthe ~~stockholders~~preceding paragraph and ~~until~~eventually ~~their~~secure ~~successors~~other ~~have~~sources ~~been~~of ~~elected~~financing and ~~qualified~~attain profitable operations. ~~Officers~~The ~~are~~accompanying ~~appointed~~financial ~~to serve~~statements ~~until~~do ~~the~~not ~~meeting~~include ofany ~~the~~adjustments that ~~board~~might ofbe ~~directors~~necessary ~~following~~if the ~~next~~Company ~~annual meeting~~is ofunable ~~stockholders~~to ~~and~~continue ~~until~~as ~~their~~a ~~successors~~going ~~have been elected and qualified~~concern.

No executive officer or director of the Company has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.31

~~No executive~~Note ~~officer~~3. orMineral ~~director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.~~Property

~~Consultants~~Pursuant to a mineral property purchase option agreement dated January 21, 2011 and amended on March 9th, 2011, the Company plans to acquired a 100% undivided right, title and interest in a mineral claim, located in the La Paz County, Arizona, known as the Dome Rock Property. Agreed to consideration consisted of the following:

~~The Company expects to use consultants in the future to the extent necessary and appropriate~~1. ~~The Company does not delegate its authority and responsibility to~~ ~~make~~Scheduled ~~management~~option ~~decisions~~agreement topayments ~~consultants~~as ordefined ~~any other persons, nor shall any consultant have any discretionary authority or the authority to bind the Company in any material respect.~~below:

29· $20,000 to be paid within 30 days of the effective date of the amended agreement.

~~Item~~· ~~11. Executive~~$20,000 ~~Compensation.~~on or before the first anniversary of the Agreement;

~~All~~· ~~executive officers~~$30,000 ~~for~~on ~~services~~or inbefore ~~all capacities to~~ the ~~Company,~~first ~~received~~anniversary ~~the following~~of ~~compensation during~~ the ~~fiscal years ended August 31, 2010 and 2009.~~Agreement;

								Long-Term Compensation
		Annual compensation						Awards				Payouts
Name and Principal Position	Fiscal Year	Salary(1)		Bonus		Other Annual Compensation		Restricted Stock Awards(2)		Securities Underlying Options/ SARs		LTIP Payouts		All Other Compensation
Neil J. Pestell,	2010	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive Officer, President,
Secretary and Treasurer
Reno J. Calabrigo	2010	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive Officer, President, Secretary and Treasurer
Molly Blaszczak Chief Executive Officer,	2010	$	14,500	$	0	$	0	$	2,500	$	0	$	0	$	0
President, Secretary and Treasurer	2009	$	7,450	$	0	$	0	$	0	$	0	$	0	$	0
All executive officers as a group		$	21,950

· $40,000 on or before the first anniversary of the Agreement;

~~(1)~~· $50,000 ~~Personal~~on ~~benefits~~or ~~received~~before by the ~~Company’s~~first ~~executive~~anniversary ~~officers are valued below the levels which would otherwise require disclosure under the rules~~ of the ~~U.S. Securities and Exchange Commission.~~Agreement;

~~(2)~~· $60,000 ~~The~~on ~~Company~~or ~~does~~before ~~not~~the ~~currently~~fifth, ~~provide~~sixth ~~any~~and ~~contingent~~seventh oranniversary ~~deferred forms~~ of ~~compensation~~the ~~arrangements, annuities, pension or retirement benefits.~~Agreement;

~~Committees~~2. Paying ofany amounts to keep the ~~Board~~property ~~of Directors~~in good standing

~~The~~3. ~~Company~~Annual ~~does~~work ~~not~~requirements ~~have~~as andefined ~~audit committee, compensation committee, nominating committee, or an executive committee of the Board of Directors.~~below:

~~Compliance~~· Exploration ~~with~~expenditures ~~Section 16(a)~~on the property of $750,000 on or before the ~~Securities~~first ~~Exchange~~and ~~Act~~second anniversary of the Agreement;

~~Section~~· ~~16(a)~~Exploration ofexpenditures ~~the~~on ~~Exchange Act requires~~ the ~~Company’s~~property ~~executive~~of ~~officers and directors~~$500,000 ~~and~~on ~~persons~~or ~~who~~before ~~beneficially own more than ten percent of~~ the ~~Company’s~~ ~~equity~~third ~~securities,~~anniversary ~~to file reports~~ of ~~ownership and changes in~~ ~~ownership with~~ the Securities and Exchange Commission. Officers, directors and greater than 10% percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.Agreement;

~~The~~During the year ended August 31, 2011, the Company ~~encourages~~recorded ~~control~~$20,000 ~~persons~~in toacquisition becost upfor tomineral ~~date~~claims. ~~with~~The ~~their~~acquisitions ~~filings~~costs inhave been impaired and expensed during ~~relation~~the tocurrent ~~Section~~period 16because there have not been any reserves established and we could not project any future cash flows or salvage value and the acquisition costs were not recoverable. Consequently, we have recorded an impairment loss for the full amount of $20,000 for the year ended August 31, 2011. Please see ASC Topic 360 for Plant, Property, and Equipment and management analysis of Impairment.

~~Benefit Plans~~Note 4. Related party transactions

~~The Company~~During ~~does~~the ~~not~~year ~~have~~ended ~~any~~August ~~pension~~31, ~~plan~~2011 and 2010, ~~profit~~a ~~sharing~~shareholder ~~plan~~paid $36,160 orand ~~similar~~$-0-, ~~plans for~~respectively, of expenses on behalf of the ~~benefit~~Company from his personal account. These amounts are reflected as unsecured and non-interest bearing advances with no maturity date. As of ~~its~~August ~~officers~~31, ~~directors~~2011 orand ~~employees~~2010, the balance of these amounts was $76,860 and $40,700, respectively. ~~However~~During the year ended August 31, 2011 and 2010, the Company recorded ~~may~~consulting ~~establish~~expenses ~~such~~payable ~~plans~~to shareholders/officers of the Company in the ~~future~~amount of $52,000 and $-0-, respectively.

30At August 31, 2011, the company has $3,000 of accounts payable due to two directors of the company.

~~Board Compensation~~Note 5. Other income

~~Directors of~~During the year ended August 31, 2010, the Company ~~have~~reversed ~~not~~$3,500 ~~received~~of ~~any~~accrued ~~compensation~~accounting infees ~~their~~payable ~~capacity~~to asMoore ~~directors~~& Associates, the predecessor auditor due to the PCAOB ~~during~~revoking the ~~fiscal~~registration ~~years~~of ~~ended~~Moore ~~August~~& ~~31,~~Associates ~~2009~~because ~~and~~of ~~2010~~violations of PCAOB rules. The reversed accrued was reflected in the other income account. Management believes that they are not likely to ever pay this debt.

~~Director~~Note ~~and~~6. ~~Officer Indemnification~~Stockholders’ equity and ~~Limitations on Liability~~warrants

~~Article~~The 7Company's articles of incorporation provide for the authorization of ~~our~~five ~~Articles~~million (5,000,000) shares of ~~Incorporation~~preferred ~~and~~stock ~~Article~~with ~~VII~~par values of ~~our~~$0.001 ~~Bylaws~~and ~~limit~~three ~~the~~hundred million ~~liability~~(300,000,000) shares of ~~directors,~~common ~~officers~~stock ~~and~~with ~~employees~~par tovalue of $0.001. Common stock holders have all the ~~fullest~~rights ~~extent~~and ~~permitted~~obligations that normally bypertain to stockholders of Nevada ~~law~~corporations. ~~Consequently~~As of August 31, ~~our~~2011 ~~directors~~and ~~will~~2010 ~~not~~the beCompany ~~personally~~had ~~liable~~90 ~~for~~million shares of common stock ~~monetary~~issued ~~damages~~and ~~for~~outstanding, ~~breach~~respectively. ofThe ~~their~~Company ~~fiduciary~~has ~~duties~~not asissued ~~directors,~~any ~~except~~shares ~~in the~~of ~~following~~preferred ~~circumstances:~~stock.

* A violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;32

*On ANovember ~~transaction~~25, ~~from~~2008 ~~which~~ the ~~director,~~Company ~~officer,~~issued ~~employee~~25,000,000 shares orof ~~agent~~common ~~derived~~stock an($0.001 ~~improper~~par ~~personal~~value) ~~benefit;~~to the Company’s president/shareholder for services provided valued at $2,500.

*On ~~Willful~~November ~~misconduct~~25, or2008 ~~a conscious disregard for~~ the ~~best~~Company ~~interests~~issued 75,000,000 shares of ~~the~~common ~~corporation~~stock in($0.001 apar ~~proceeding~~value) byto ~~or in~~ the ~~right~~Company’s ofpresident/shareholder ~~the~~for ~~corporation~~cash tototaling ~~procure a judgment in its favor on in a proceeding by or in the right of a shareholder~~$7,500.

~~This~~In April 2009, the Company initiated a Private ~~limitation~~Placement for the sale of ~~liability~~40,000,000 ~~does~~shares ~~not~~of ~~apply~~common ~~arising~~stock ~~under~~to ~~federal~~investors ~~securities~~at ~~laws~~$0.001 ~~and~~per share. As of August 31, 2009, all subscriptions ~~does~~have ~~not~~been ~~affect~~received ~~the~~from ~~availability~~26 ofinvestors, ~~equitable~~raising ~~remedies~~$38,473 ~~such~~in asproceeds, ~~injunctive~~net ~~relief or~~of ~~rescission~~$1,527 of offering costs.

~~Insofar as~~On ~~indemnification~~March ~~for~~1, ~~liabilities~~2010 ~~arising~~and ~~under~~May ~~the~~6, ~~Securities~~2010, ~~Act~~the ofCompany’s president/shareholder ~~1933~~contributed ~~may be~~a ~~permitted~~total toof ~~directors~~$6,000 ~~officers,~~to ~~and controlling persons of~~ the Company ~~pursuant~~ toas ~~the~~additional ~~foregoing~~paid ~~provisions,~~in orcapital ~~otherwise,~~to ~~the~~cover ~~Company~~expenses. ~~has~~This ~~been advised~~money ~~that~~was incontributed ~~the~~without ~~opinion~~any expectation of ~~the~~it ~~Commission~~being ~~such~~paid ~~indemnification~~back, isand ~~against~~was ~~public policy~~not ~~as expressed~~ in ~~the~~exchange ~~Securities~~for ~~Act~~shares of ~~1933~~the ~~and,~~Company’s ~~is therefore, unenforceable~~stock.

~~Item~~On August 31, 2010, a shareholder of the Company ~~12. Security~~returned ~~Ownership~~50,000,000 restricted shares of ~~Certain~~common ~~Beneficial~~stock ~~Owners~~to treasury and ~~Management~~the ~~and~~shares were cancelled by the Company. The ~~Related~~shares ~~Stockholder~~were ~~Matters~~returned to treasury for no consideration to the shareholder.

~~The~~In November 2010, the Company revised and restated ~~following~~its ~~table~~articles ~~sets~~of ~~forth~~incorporation ~~information~~to onincrease the ~~ownership~~amount of ~~the~~authorized ~~outstanding~~capital to 305,000,000 shares, consisting of 5,000,000 preferred ~~securities~~shares and 300,000,000 shares of Common stock, and the Company byhad ~~officers~~a ~~and~~10:1 ~~directors~~forward asstock ~~well~~split. asAll ~~those~~references ~~who~~in ~~own~~the accompanying ~~beneficially~~financial ~~more~~statements ~~than~~have ~~five~~been ~~percent~~retroactively ofstated ~~our~~to ~~outstanding~~reflect ~~Common Stock~~these changes.

Name and Address	Amount and Nature	Percentage
of Beneficial Owner	of Beneficial Ownership	of Class
Neil J. Pestell	50,000,000 shares of		55.6%
10th Floor	Common Stock
3 Hardman Street
Manchester, M3 3HF
United Kingdom

The Company closed a private placement in February 2011, for the sale of 266,667 Units at $0.75 per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $0.90 per share during a term of two years, expiring on March 1, 2013. No warrants have been exercised as of August 31, 2011. The subscription raised $200,000 in proceeds from one investor.

~~(1)~~The ~~Under SEC~~Company ~~Rule~~calculated ~~13d-3,~~the afair ~~beneficial~~value ~~owner~~ of ~~a security includes any person who,~~these ~~directly~~warrants ~~or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting~~ of ~~shares; and (ii) investment power~~$163, ~~which~~734 ~~includes~~using the ~~power~~Black toScholes ~~dispose or direct the disposition of shares~~model. ~~Certain shares~~The ~~may~~Company beused ~~deemed to be beneficially owned by more than one person (if, for example, persons share~~ the ~~power~~following toassumptions: ~~vote~~stock orprice ~~the power to dispose~~ of ~~the shares)~~$1. ~~In addition~~04, ~~shares~~an ~~are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon~~ exercise ~~of an~~ ~~option)~~price ~~within 60 days~~ of ~~the~~$0.90, ~~date~~expected asterm of ~~which~~24 ~~the~~months ~~information~~(using ~~is provided. In computing~~ the ~~percentage~~simplified ~~ownership of any person~~method), ~~the~~volatility ~~amount~~ of ~~shares outstanding~~108%, ~~is deemed to include the amount of shares beneficially owned by such person (~~and ~~only~~discount ~~such~~rate ~~person) by reason~~ of ~~these acquisition rights~~0.69%. AsThe afair ~~result,~~value ~~the percentage~~ of ~~outstanding~~the ~~shares~~warrants ofis ~~any~~treated ~~person~~ as ~~shown~~offering incosts ~~this table~~and ~~does~~it ~~not~~would ~~necessarily~~be ~~reflect~~a ~~the~~debit ~~person’s~~and ~~actual~~credit ~~ownership~~entry ~~or voting power with respect~~ to ~~the~~additional ~~number~~paid ofin ~~shares~~capital ofresulting in ~~Common~~a ~~Stock~~null ~~actually~~effect ~~outstanding~~in onnet ~~the date of this Information Statement~~equity.

On April 8, 2011, the Company closed the private placement of 235,294 Units at .85 per unit per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $1.00 per share during a term expiring on April 15, 2013. No warrants have been exercised as of May 31, 2011. The subscription raised $200,000 in proceeds from one investor.The Company calculated the fair value of these warrants of $40,235 using the Black Scholes model. The Company used the following assumptions: stock price of $0.53, an exercise price of $1.00, expected term of 24 months (using the simplified method), volatility of 94%, and discount rate of 0.45%. The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

~~Item 13. Certain~~The ~~Relationships~~following ~~and~~is ~~Related~~a ~~Transactions,~~summary ~~and~~of ~~Director~~the status of ~~Independence~~all of the Company’s stock warrants as of August 31, 2011.

Not Applicable. See Item 8 – Note 6 to the financial statements of the Company.

	Number Of Warrants		Weighted- Average Exercise Price
Outstanding at September 1, 2010		—	$	0.00
Granted		501,961	$	0.95
Exercised		—	$	0.00
Cancelled		—	$	0.00
Outstanding at August 31, 2011		501,961	$	0.95
Warrants exercisable at August 31, 2011		501,961	$	0.95

~~Item 14. Principal Accounting Fees and Services.~~33

The ~~aggregate~~ ~~fees~~following ~~billed~~tables bysummarize ~~our~~information about ~~principal~~stock ~~accounting~~warrants ~~firm~~outstanding ~~for~~and ~~fees~~exercisable ~~billed~~at ~~for fiscal years ended~~ August 31, ~~2010 and 2009, are as follows~~2011:

Name	Audit Fees			Audit Related Fees		Tax Fees		All Other Fees
STOCK WARRANTS OUTSTANDING AND EXERCISABLE
Seale and Beers, CPAs for fiscal year ended August 31, 2010	$	4,750		$	0	$	0	$	0
Number of Warrants Outstanding	Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price
Seale and Beers, CPAs for fiscal year ended August 31, 2009	$	3,500		$	0	$	0	$	0
501,961	1.82		$ 0.95
501,961	1.82		$ 0.95

~~The Company~~Note ~~does not currently have an audit committee~~7. AsSubsequent a result, our Board of Directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.events

~~PART~~On September 18, 2011, the Company closed the IVprivate placement of 466,667 Units at .15 per unit per Unit, for aggregate gross proceeds of $70,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $.25 per share during a term expiring on April 15, 2013. The subscription raised $70,000 in proceeds from one investor.

~~Item~~The Company has evaluated all subsequent events ~~15. Exhibits.~~through ~~Financial~~the ~~Statement~~date ~~Schedules~~the financial statements have been issued and has determined that no other events occurred.

~~Exhibits~~PART III

~~1.1~~Item ~~The Articles of Incorporation of the Company are incorporated by reference herein to Exhibit 1~~10.1 toDirectors, ~~its~~Executive ~~Form~~Officers ~~8-A~~and ~~registration~~Corporate ~~statement (formerly Spartan Business Services Corporation)~~Governance.

~~1.2~~All Andirectors ~~Amendment~~of toour Company hold office until the ~~Articles~~next ofannual ~~Incorporation~~general meeting of the ~~Company~~stockholders isor ~~incorporated~~until their successors are elected and qualified. The officers of our Company are appointed by ~~reference~~our ~~herein~~board toof ~~Exhibit~~directors 1and hold office until their earlier death, retirement, resignation or removal.2 toOur ~~its~~directors, executive ~~Form~~officers ~~8-A~~and ~~registration~~other ~~statement~~significant employees, their ages, positions held and duration each person has held that position, are as follows:

1.3 The By Laws of the Company are hereby incorporated herein by reference to Exhibit 3.2 of its Form S-1 registration statement (333-156796) filed on January 20, 2009 (formerly Spartan Business Services Corporation)

Name	Position Held with the Company	Age	Date First Appointed
Neil J. Pestell	Chief Executive Officer, President, Secretary and Treasurer	42	August 10, 2010
Richard Kehmeier	Director	63	January 24, 2011
Dennis Lance	Director	67	January 24, 2011

~~1.4~~Business ~~Statement re: computation of per share earnings~~Background

~~Reference~~The following is ~~made~~a tobrief account of the ~~statements~~education and ofbusiness ~~operations~~experience of ~~the~~each ~~financial~~director, ~~statements~~executive ofofficer ~~the~~and ~~Company~~key ~~for~~employee ~~the~~during ~~fiscal~~at ~~year~~least ~~ended~~the ~~August~~past ~~31,~~five ~~2010~~years, ~~included~~indicating ineach person’s ~~this~~principal ~~Form~~occupation ~~10-K~~during ~~annual~~the ~~report~~period, and the name and principal business of the ~~Company~~organization by which he was employed.

2Neil J.1 ~~Description~~Pestell, Mr. Pestell has been the Chairman of ~~subsidiaries~~the Board, President, Chief Financial Officer, Secretary, and Treasurer of the Company since August 10, 2010. From 2008 to 2010, he was the Chief Executive Officer and President of CPF (Thermal Solutions) L.T.D. that served as a consultant to various capital development projects in the United Kingdom, including sites in preparation for the 2012 summer Olympic games. Mr. Pestell was previously employed as a thermal insulation and systems engineer by NIC Construction in the United Kingdom, including the position of Development Manager.

31Richard Kehmeier is a Certified Professional Geologist with nearly forty years of international experience in all phases of resource development for the mining industry.1 ~~Certification~~Mr. Kehmeier has been the Senior Geologist for Vector Engineering Inc. in Golden, Colorado. During his caree,r he has held such positions as Vice President of ~~Neil~~Exploration Jat Gold Reserve Corp and Atlas Corporation and has worked for companies such as Union Carbide, and Anaconda. ~~Pestell~~Mr. Kehmeier graduated from the Colorado School of Mines with a Bachelor of Science in Geological Engineering and a Master of Science in Geology. Mr. Keheier is an exploration consultant to the Company and he is paid $500 per month for such services.

~~32.1 Certification of Neil J. Pestell~~34

32Dennis Lance is an exploration geologist with more than 40 years of domestic and international experience in base and precious metals exploration. Mr. Lance has an extensive background both in field and management positions, and has worked for such companies as Phelps Dodge Corporation, Houston Oil and Minerals and USMX Inc. Mr. Lance has acted as an independent geological consultant to mining exploration companies, including Thunder Mountain Gold, Inc., from 2006 to present and Freegold Ventures Ltd., from 2006 to 2008 where his responsibilities were surveying, geochemistry, geological mapping and generative exploration work in preparation for 43-101 resource estimates. Mr. Lance earned a B.A. in Earth Science from California State University, and attended Graduate School at the Mackay School of Mines (University of Nevada). Mr. Lance became a Director of the Company on January 24, 2011.

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

~~Pursuant to~~No ~~the~~executive ~~requirements~~officer ~~of Section 13~~ or ~~15(d)~~director of the ~~Securities~~Company has ~~Exchange~~been ~~Act~~convicted ~~of 1934,~~in ~~the~~any ~~registrant~~criminal ~~has~~proceeding ~~duly~~(excluding ~~caused~~traffic ~~this~~violations) ~~report~~or tois bethe ~~signed~~subject onof ~~its~~a ~~behalf~~criminal ~~by the~~proceeding ~~undersigned,~~which ~~thereunto~~is currently ~~duly authorized~~pending.

		Gunpowder Gold Corporation
Date: December 10, 2010	By:	/s/ Neil J. Pestell
		Neil J. Pestell
		Director, Chief Executive Officer, President, Treasurer, chief financial officer and principal accounting officer, and Secretary

Consultants

~~Pursuant~~The Company expects to use consultants in the future to the ~~requirements~~extent ofnecessary ~~the~~and ~~Securities~~appropriate. ~~Exchange~~The ~~Act~~Company ofdoes ~~1934,~~not ~~this~~delegate ~~report~~its ~~has~~authority ~~been~~and responsibility to make management ~~signed~~decisions ~~below~~to byconsultants ~~the~~or ~~following~~any other persons, onnor ~~behalf~~shall ofany ~~the~~consultant ~~registrant~~have ~~and~~any indiscretionary authority or the ~~capacities~~ ~~and~~authority onto bind the ~~dates~~Company ~~indicated~~in any material respect.

		Gunpowder Gold Corporation
Date: December 10, 2010	By:	/s/ Neil J. Pestell
		Neil J. Pestell
		Chief Executive Officer, Treasurer, chief financial officer and accounting officer, and Secretary

Item 11. Executive Compensation.

33All executive officers, for services in all capacities to the Company, received the following compensation during the fiscal years ended August 31, 2011 and 2010.

								Long-Term Compensation
		Annual compensation						Awards				Payouts
Name and Principal Position	Fiscal Year	Salary(1)		Bonus		Other Annual Compensation		Restricted Stock Awards(2)		Securities Underlying Options/ SARs		LTIP Payouts		All Other Compensation
Neil J. Pestell,	2011	$	0	$	0	$	44,000	$	0	$	0	$	0	$	0
Chief Executive Officer, President,
Secretary and Treasurer	2010	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Reno J. Calabrigo	2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive Officer, President, Secretary and Treasurer	2010	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Molly Blaszczak Chief Executive Officer,	2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0
President, Secretary and Treasurer	2010	$	14,500	$	0	$	0	$	2,500	$	0	$	0	$	0

All executive officers as a group			14,500			$	44,000	$	2,500

_______________________

(1)	Personal benefits received by the Company’s executive officers are valued below the levels which would otherwise require disclosure under the rules of the U.S. Securities and Exchange Commission.

(2)	The Company does not currently provide any contingent or deferred forms of compensation arrangements, annuities, pension or retirement benefits.

Committees of the Board of Directors

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

Compliance with Section 16(a) of the Securities Exchange Act

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

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

Benefit Plans

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

Board Compensation

Directors of the Company have not received any compensation in their capacity as directors during the fiscal years ended August 31, 2010 and 2011.

Director and Officer Indemnification and Limitations on Liability

Article 7 of our Articles of Incorporation and Article VII of our Bylaws limit the liability of directors, officers and employees to the fullest extent permitted by Nevada law. Consequently, our directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except in the following circumstances:

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

A transaction from which the director, officer, employee, or agent derived an improper personal benefit;

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

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

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

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

The following table sets forth information on the ownership of the outstanding securities of the Company by officers and directors as well as those who own beneficially more than five percent of our outstanding Common Stock as of August 31, 2011.

Name and Address	Amount and Nature	Percentage
of Beneficial Owner(1)	of Beneficial Ownership	of Class

Neil J. Pestell 10 ^th Floor 3 Hardman Street Manchester, M3 3HF United Kingdom	50,000,000 shares of Common Stock	55.%

Cede & Co. 55 Water Street New York, New York	19,300,000 shares of Common Stock	21.3%

Richard J. Kehmeier 25817 Red Cload Drive Conifer, Colorado 80433

Dennis L. Lance P.O. Box 448 Weiser, Idaho 83672

_____________________

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

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year on September 1, 2010 or in any presently proposed transaction which, in either case, has or will materially affect us.

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed by our principal accounting firm for fees billed for fiscal years ended August 31, 2011 and 2010, are as follows:

Name	Audit Fees		Audit Related Fees		Tax Fees		All Other Fees

Seale and Beers, CPAs for fiscal year ended August 31, 2011	$	11,250	$	0	$	0	$	0

Seale and Beers, CPAs for fiscal year ended August 31, 2010	$	4,750	$	0	$	0	$	0

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

PART IV

Item 15. Exhibits. Financial Statement Schedules.

Exhibits

1.1

The Articles of Incorporation of the Company are incorporated by reference herein to Exhibit 1.1 to its Form 8-A registration statement (formerly Spartan Business Services Corporation)

1.2

An Amendment to the Articles of Incorporation of the Company is incorporated by reference herein to Exhibit 1.2 to its Form 8-A registration statement

1.3

The By Laws of the Company are hereby incorporated herein by reference to Exhibit 3.2 of its Form S-1 registration statement (333-156796) filed on January 20, 2009 (formerly Spartan Business Services Corporation)

1.4

Statement re: computation of per share earnings

Reference is made to the statements of operations of the financial statements of the Company for the fiscal year ended August 31, 2011, included in this Form 10-K annual report of the Company.

31.1

Certification of Neil J. Pestell

32.1

Certification of Neil J. Pestell

SIGNATURES

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

		Gunpowder Gold Corporation

Date: December ___, 2011	By:	/s/ Neil J. Pestell
		Neil J. Pestell
		Chief Executive Officer, President

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

Signature and Title		Date

/s/ Neil J. Pestell		December 14, 2011
Neil J. Pestell, Chief Executive Officer, President and Director

/s/ Richard J. Kehmeier		December 14, 2011
Richard J. Kehmeier, Director

/s/ Dennis L. Lance		December 14, 2011
Dennis L. Lance, Director

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