**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A        Amendment No. 1**

 

| **x**                                      |   | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|--------------------------------------------|--------|----------------------------------------------------------------------------------------------|
| **For the fiscal year ended May 31, 2009** |
| **OR**                                     |
| **o**                                      |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

**For the transition period from**            **to**

 

**Commission file number: 000-52372**

 

 

**BLACK TUSK MINERALS INC.**

(Exact Name of Registrant as Specified in its Charter)

| **Nevada**                                                     |   | **20-3366333**                       |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State of other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                           |   |                                 |
| **7425 Arbutus Street**                                        |   |                                 |
| **Vancouver, British Columbia, Canada**                        |   | **V6P 5T2**                          |
| (Address of principal executive offices)                       |   | (Zip Code)                           |

 

**(778) 999-2575**

(Registrant’s Telephone Number, including Area Code)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:**None**

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: **Common Stock, $0.001 par value**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes   o     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   o       Nox

 

Indicate by checkmark 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   o

 

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

 

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

|   | Large Accelerated Filer o | Accelerated Filer o |
|--------|---------------------------|---------------------|

|   | Non-Accelerated Filer o   | 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   o      No  x

  

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: 

 

$2,810,229 as of November 28, 2009, based on a last sale price on the OTCBB of $0.12.

 

The number of shares of the Registrant’s Common Stock outstanding as of October 28, 2009 was 23,613,576.

 

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**EXPLANATORY NOTES**

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed by Black Tusk Minerals Inc. (the “Registrant”) to amend the Annual Report on Form 10-K filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on September 1, 2009 (the “Original Report”) to revise the certifications, adopted pursuant to Section 906 of the        Sarbanes-Oxley Act of 2002, filed as Exhibits 32.1 and 32.2 to the Original Report.

 

Aside from the foregoing revisions, this Amendment has not updated or amended events or information subsequent to the date of filing of the Original Report. Accordingly, this Amendment should be read in conjunction with the Registrant’s other filings made with the SEC. 

 

**PART IV**

 

**ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

**Exhibits**

| 31.1 | Certification of Principal Executive Officer filed pursuant to Rule 13a-14(a) of the Exchange Act                                                                          |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.2 | Certification of Principal Financial and Accounting Officer filed pursuant to Rule 13a-14(a) of the Exchange Act                                                           |
| 32.1 | Certification of Principal Executive Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                |
| 32.2 | Certification of Principal Financial and Accounting Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

 

 

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**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.

 

|   | **BLACK TUSK MINERALS INC.** |
|--------|------------------------------|

 

 

| October 29, 2009 | By: /s/  Gavin Roy________________________ |
|------------------|-------------------------------------------------|

|   | Gavin Roy, President and Principal Executive Officer |
|--------|------------------------------------------------------|

 

 

 

 

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