**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

| **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   Nox

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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

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

|   | Non-Accelerated Filer o   | Smaller Reporting Company  x |
|--------|-------------------------------------|-----------------------------------|

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**TABLE OF CONTENTS**

| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1 |
|------------------------------------------------------|---|

| PART I | 3 |
|--------|---|

| ITEM 1. BUSINESS | 3 |
|------------------|---|

| ITEM 1A. RISK FACTORS | 5 |
|-----------------------|---|

| ITEM 1B. UNRESOLVED STAFF COMMENTS | 12 |
|------------------------------------|----|

| ITEM 2. DESCRIPTION OF PROPERTY | 12 |
|---------------------------------|----|

| ITEM 3. LEGAL PROCEEDINGS | 16 |
|---------------------------|----|

| ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 16 |
|-------------------------------------------------------------|----|

| PART II | 17 |
|---------|----|

| ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 17 |
|------------------------------------------------------------------|----|

| ITEM 6. SELECTED FINANCIAL DATA | 19 |
|---------------------------------|----|

| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 19 |
|-----------------------------------------------------------------------------------------------------|----|

| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 24 |
|---------------------------------------------------------------------|----|

| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 25 |
|-----------------------------------------------------|----|

| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 40 |
|----------------------------------------------------------------------------------------------|----|

| ITEM 9A(T). CONTROLS AND PROCEDURES | 40 |
|-------------------------------------|----|

| ITEM 9B. OTHER INFORMATION | 41 |
|----------------------------|----|

| PART III | 42 |
|----------|----|

| ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS | 42 |
|-------------------------------------------|----|

| ITEM 11. EXECUTIVE COMPENSATION | 44 |
|---------------------------------|----|

| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS | 46 |
|----------------------------------------------------------------------------------------------------------|----|

| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 47 |
|-----------------------------------------------------------------------------------|----|

| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | 48 |
|-------------------------------------------------|----|

| PART IV | 49 |
|---------|----|

| ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 49 |
|-----------------------------------------------------|----|

| SIGNATURES | 51 |
|------------|----|

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**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**

 

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

|   | **•** | our failure to obtain additional financing; |
|--------|------------|---------------------------------------------|

 

|   | **•** | our inability to continue as a going concern; |
|--------|------------|-----------------------------------------------|

 

|   | **•** | the unique difficulties and uncertainties inherent in the mineral exploration business; |
|--------|------------|-----------------------------------------------------------------------------------------|

 

|   | **•** | the inherent dangers involved in mineral exploration; |
|--------|------------|-------------------------------------------------------|

 

|   | **•** | our President’s and Secretary/Treasurer’s inability or unwillingness to devote a sufficient amount of time to our business operations; |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | environmental, health and safety laws in Peru; |
|--------|------------|------------------------------------------------|

 

|   | **•** | governmental regulations and processing licenses in Peru; |
|--------|------------|-----------------------------------------------------------|

 

|   | **•** | uncertainty as to the termination and renewal of our Peruvian mining concessions; |
|--------|------------|-----------------------------------------------------------------------------------|

 

|   | **•** | our drilling and exploration program and Banking Feasibility Study; |
|--------|------------|---------------------------------------------------------------------|

 

|   | **•** | our development projects in Peru; |
|--------|------------|-----------------------------------|

 

|   | **•** | Peruvian economic and political conditions; |
|--------|------------|---------------------------------------------|

 

|   | **•** | the Peruvian legal system; |
|--------|------------|----------------------------|

 

|   | **•** | native land claims in Peru; |
|--------|------------|-----------------------------|

 

|   | **•** | natural hazards in Peru; and |
|--------|------------|------------------------------|

 

|   | **•** | our common stock. |
|--------|------------|-------------------|

 

The preceding bullets outline some of the risks and uncertainties that may affect our forward-looking statements. For a full description of risks and uncertainties, see the sections elsewhere in this Form 10-K entitled “Risk Factors”, “Description of the Business” and “Management’s Discussion and Analysis”. Should one or more of these risks or uncertainties        materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.

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

We qualify all the forward-looking statements contained in this annual report by the foregoing cautionary statements.

 

1

 

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**PART I**

 

**ITEM 1.   BUSINESS**

 

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

**Business Development**

Our corporate contact information is 7425 Arbutus Street, Vancouver, British Columbia, Canada V6P 5T2, (778) 999-2575. We were incorporated on August 8, 2005 in the State of Nevada with the intention of acquiring mineral exploration projects. Effective September 21, 2007, the Company incorporated a wholly-owned subsidiary, Black Tusk Minerals Peru SAC (“Black Tusk Peru”), in Peru.

**Business of Issuer**

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

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

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

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

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

On April 24, 2008 (the “Closing Date”), we consummated the transactions contemplated by the Master Purchase Agreement and the Peru Transfer Agreement. Our consummation of the Master Purchase Agreement and the Peru Transfer Agreement was contingent upon, among other things, the formalization of the Peru Transfer Agreement into a public deed before a Peruvian notary public, recordation of the        Peru Transfer Agreement with the appropriate Peruvian governmental entity and registration of the Peru Properties in the name of “Black Tusk Minerals Peru SAC” with the appropriate Peruvian registries. All of the Peru Properties have been registered with the appropriate Peruvian registries, except for the properties designated “Altococha Mine,” “Black Tusk 1,” “Black Tusk 2,” “Black Tusk 3” and “Black Tusk 4.” We        hope to complete the registration of these properties as soon as possible.

 

**Business Strategy**

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

On August 31, 2009, a Canadian National Instrument 43-101 (“NI 43-101”) compliant technical report relating to the Peru Properties entitled “Geological Evaluation of the Huanza Property” dated August 28, 2009 (the “Technical Report”) was published and filed on SEDAR at www.sedar.com. The report was        prepared and authored by Glen MacDonald P.Geo., a “qualified person” as defined in NI 43-101, at the request of Robert Krause, a mineral 

 

2

 

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geologist for the Company. The Technical Report is based on information collected by Mr. MacDonald during a site visit to the Peru Properties performed in August 2009, with additional information provided by the Company. Other information was obtained from sources within the public domain. The Technical Report forms the basis for much of the information in this Annual Report on Form 10-K regarding        the Peru Properties. Readers are encouraged to review the Technical Report in its entirety for more information regarding the Peru Properties. 

**Competition**

 

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for the sale of the ore. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment,        government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

 

**Seasonality**

The climate in the project area is typical of the Peruvian Andes with both wet and dry seasons. The wet season is from December to March, during which limited periods of electrical storm activity can develop with hail, rain and occasionally snow above 5,000 meters. Individual rainfall events can be severe, with over an inch falling in an hour. Dense fog is common during the rainy season and temperatures        rarely reach above 15°C. The dry season is from April to November, during which the coldest temperatures can fall below 0°C and highest temperatures may exceed 25°C. Rainfall is very rare in the dry season.

 

**Government Regulations**

 

***Peruvian Environmental, Health and Safety Laws***

Our exploration and mining activities are subject to a number of Peruvian laws and regulations, including environmental laws and regulations, as well as certain industry technical standards, permits, licenses and authorizations. Additional matters subject to regulation include, but are not limited to, concession fees and penalties, transportation, production, water use and discharge, power use and        generation, use and storage of explosives, controlled chemical supplies, surface rights, community and stakeholders’ participation and involvement, plant and facilities’ construction approval, housing and other facilities for workers, reclamation, taxation, labor standards, mine safety and occupational health.

 

Environmental regulations and sustainable development standards in Peru have become increasingly stringent over the last decade, which may require us to dedicate a substantial amount of time and money to compliance and remediation activities. We expect additional laws and regulations will be enacted over time with respect to environmental, social and sustainable development matters. Recently, Peruvian        environmental laws have been enacted imposing closure and remediation obligations on the mining industry.

 

The development of more stringent environmental protection programs in Peru and in relevant trade agreements could impose constraints and additional costs on our operations and require us to make significant capital expenditures in the future. Future legislative, regulatory or trade developments may have an adverse effect on our business, properties, results of operations, financial condition or        prospects.

 

***Peruvian Licensing and Regulation***

 

Governmental approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental offices in Peru. We must comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the        permitting authority.

 

New laws and regulations, amendments to existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our results of operations, financial condition and prospects. Exploration, mining and processing activities are dependent upon the grant of appropriate licenses, concessions, leases, permits, approvals, certificates and regulatory        consents which may be withdrawn or made subject to limitations. There can also be no assurance that they will be granted or renewed or, if so, on what terms.

 

3

 

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Certain licenses contain a range of past, current and future obligations, including minimum expenditure requirements. In some cases there could be adverse consequences of breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the licenses or related contracts.

 

The level of any royalties or taxes payable to the Peruvian government or any other governmental authority in respect of the production of precious or base metals or minerals may be varied at any time as a result of changing legislation.

 

***Peruvian Mining Concessions***

 

Under the laws of Peru, mineral resources belong to the state and government concessions are required to explore for or exploit mineral reserves. In Peru, our mineral rights derive from concessions from the Peruvian Ministry of Energy and Mines for exploration, exploitation, extraction, transportation and/or production operations. Mining concessions in Peru may be terminated if the requirements of the        concessionaire are not satisfied.

 

According to the General Mining Law of Peru, “Validity Fees” are payable annually at a cost of US$ 3.00 per hectare and must be paid by the 30th of June. Should payment of Validity Fees not be made for two consecutive years, mining pediments or concessions will be cancelled. After pediments or concessions are held by a party for 6 years annual fees change according to the following        framework;

 

“Holders of mining concessions are obliged to achieve a minimum production equivalent to US$100.00 per hectare per year, within six years following the year in which the respective mining concession title is granted. If this minimum production is not reached, as of the first semester of the 7th year after the concession title has been granted, the holder of the concession should pay a US$ 6.00        penalty per hectare per year. If such minimum production is not obtained until the end of the 11th year after obtaining the concession title, the penalty to be paid as of the 12th year increases to US$ 20.00 per hectare per year.”

 

Following the same principle established in connection with the validity fee, evidence of compliance with the requested minimum production or investment or, in its defect, payment of the corresponding penalty can only be missed for one year. Non-compliance with any of these possibilities for two consecutive years, results in the cancellation of the mining concession.

 

***Peruvian Native Land Claims***

 

We are unaware of any outstanding native land claims on the Peru Properties. However, it is possible that a native land claim could be made in the future. Should we encounter a situation where a native person or group claims an interest in our claims, we may be able to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may        have to relinquish our interest in these claims. In either case, the costs and/or losses could be greater than our financial capacity and our business would fail. Notwithstanding the foregoing, we currently have a ten year term agreement with the Peasant Community of Huanza, which is the registered titleholder of the land in which our Peru Properties are located, for the use of their land to conduct mining exploration activities. This agreement has been recorded with the public registry        in order to ensure enforceability against the State and third parties with regards to all of the Peru Properties, except for the properties designated “Altococha Mine 14,” “Altococha Mine 15,” “Altococha Mine 16,” “Black Tusk 1,” “Black Tusk 2,” “Black Tusk 3” and “Black Tusk 4.” We hope to record the agreement with public registry with regards to these properties as soon as possible. 

 

**Employees**

We have no significant employees other than Michael McIsaac and Gavin Roy.

**ITEM 1A. RISK FACTORS**

 

Much of the information included in this annual report includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect        our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

 

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Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements.        Prospective investors should consider carefully the risk factors set out below.

**Risks Relating to the Company**

***If we do not obtain additional financing, our business will fail.***

 

As of May 31, 2009, we had no cash and a working capital deficit in the amount of $51,162. We currently do not have any operations and we have no revenue from operations. Our business plan calls for expenses in connection with the technical review and exploration of the Peru Properties. Our current operating funds will not be sufficient to carry out our planned exploration program on the Peru Properties.        In addition, we will require additional financing to provide funds for anticipated operating overhead, professional fees and regulatory filing fees. We will need to obtain additional financing to complete our planned programs and to sustain our business operations. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place the Peru Properties into commercial production, if warranted. The        Company’s plans for the next twelve months are to focus on the exploration of the Peru Properties and we estimate that cash requirements of approximately $575,000 will be required for exploration, administration, and working capital costs for the fiscal year ending May 31, 2010. However, we do not have any commitments to fund these costs. Therefore, we need to raise an additional $575,000 in the next twelve months. We believe that such funds, if raised, will be sufficient to meet        our liquidity requirements through May 31, 2010. Failure to raise needed financing could result in our having to discontinue our mining exploration and development business. Subsequent to May 31, 2009, we obtained proceeds in the amount of $50,113 through a private placement of 10% convertible promissory notes. 

 

***We may be unable to continue as a going concern.***

 

As discussed by the auditors in Note 1 to our financial statements contained elsewhere in this annual report, we have not generated any revenue or profitable operations since inception and will need to obtain equity financing and profitable operations to continue as a going concern. Also, we have a working capital deficit. These factors raise substantial doubt about our ability to continue as a going        concern. We are in the process of seeking sufficient financing to implement our business strategy. Because we will need additional financing to fund our extensive exploration activities there is substantial doubt about our ability to continue as a going concern.

 

We have incurred a net loss since of $1,883,491 for the period from August 8, 2005 (date of inception) to May 31, 2009. We estimate that we will be required to raise at least $575,000 during the fiscal year ending May 31, 2010 to satisfy our planned technical review and exploration activities for the Peru Properties and general working capital requirements for general administrative and other expenses.        However, we do not have any commitments to fund these costs. Therefore, we have to raise an additional $575,000 in the next twelve months. We believe that such funds, if raised, will be sufficient to meet our liquidity requirements through May 31, 2010. Subsequent to May 31, 2009, we obtained proceeds in the amount of $50,113 through a private placement of 10% convertible promissory notes. Our future is dependent upon our ability to obtain financing and upon future profitable operations        from the commercial exploitation of our mineral claims. These factors raise substantial doubt that we will be able to continue as a going concern.

 

***Because of the unique difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.***

 

Potential investors should be aware of the difficulties normally encountered by new 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. The expenditures to be made by us in the exploration of the mineral claims may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.

 

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***Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.***

 

The search for valuable minerals 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. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial        position.

 

***Increased costs could affect our financial condition.***

We anticipate that costs at our projects that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber and electricity.        Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability. 

 

***A shortage of equipment and supplies could adversely affect our ability to operate our business.***

 

We are dependent on various supplies and equipment to carry out our mine and development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production. 

 

***Recent market events and conditions***

 

In 2007, 2008 and into 2009, the U.S. credit markets began to experience serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, sub-prime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. These problems led to a slow-down in residential housing market transactions,        declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions continued and worsened in 2008, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency,        increased credit losses and tighter credit conditions. Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. In addition, general economic indicators have deteriorated, including declining consumer sentiment, increased        unemployment and declining economic growth and uncertainty about corporate earnings. 

 

These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase its cost of obtaining, capital and financing for its operations. The        Company’s access to additional capital may not be available on terms acceptable to it or at all. 

 

***General economic conditions***

 

The recent unprecedented events in global financial markets have had a profound impact on the global economy. Many industries, including the gold and base metal mining industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global        equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect our growth and profitability. Specifically:        

 

|   | **•** | The global credit/liquidity crisis could impact the cost and availability of financing and our overall liquidity;  |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | the volatility of ore prices may impact our future revenues, profits and cash flow; |
|--------|------------|-------------------------------------------------------------------------------------|

 

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|   | **•** | volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | the devaluation and volatility of global stock markets impacts the valuation of our equity securities, which may impact our ability to raise funds through the issuance of equity. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

These factors could have a material adverse effect on our financial condition and results of operations. 

 

***Because our President and our Secretary/Treasurer have only agreed to provide their services on a part-time basis, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.***

 

Gavin Roy, our President, currently devotes approximately thirty hours per week to our business affairs. Michael McIsaac, our Secretary and Treasurer, currently devotes two to four hours to our business affairs. If the demands of our business require it, Messrs. Roy and McIsaac are both prepared to adjust their timetables to devote more time to our business. However, neither of them may be        able to devote more time to our affairs when needed. It is possible that the demands of their other interests will increase, with the result that one or both would no longer be able to devote sufficient time to the management of our business. Competing demands on their time may lead to a divergence between their interests and the interests of other shareholders.

 

**Risks Associated with Doing Business in Peru**

 

***Environmental, health and safety laws and other regulations may increase our costs of doing business, restrict our operations or result in operational delays.***

 

Our exploration and mining activities are subject to a number of Peruvian laws and regulations, including environmental laws and regulations, as well as certain industry technical standards, permits, licenses and authorizations. Additional matters subject to regulation include, but are not limited to, concession fees and penalties, transportation, production, water use and discharge, power use and        generation, use and storage of explosives, controlled chemical supplies, surface rights, community and stakeholders’ participation and involvement, plant and facilities’ construction approval, housing and other facilities for workers, reclamation, taxation, labor standards, mine safety and occupational health.

 

Environmental regulations and sustainable development standards in Peru have become increasingly stringent over the last decade, which may require us to dedicate a substantial amount of time and money to compliance and remediation activities. We expect additional laws and regulations will be enacted over time with respect to environmental, social and sustainable development matters. Recently, Peruvian        environmental laws have been enacted imposing closure and remediation obligations on the mining industry.

 

The development of more stringent environmental protection programs in Peru and in relevant trade agreements could impose constraints and additional costs on our operations and require us to make significant capital expenditures in the future. We cannot assure you that future legislative, regulatory or trade developments will not have an adverse effect on our business, properties, results of operations,        financial condition or prospects.

 

***Governmental regulations and processing licenses.***

 

Governmental approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental offices. We must comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting        authority.

 

New laws and regulations, amendments to existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our results of operations, financial condition and prospects. Exploration, mining and processing activities are dependent upon the grant of appropriate licenses, concessions, leases, permits, approvals, certificates and regulatory        consents which may be withdrawn or made subject to limitations. There can also be no assurance that they will be granted or renewed or, if so, on what terms.

 

Certain licenses contain a range of past, current and future obligations, including minimum expenditure requirements. In some cases there could be adverse consequences of breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the licenses or related contracts.

 

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The level of any royalties or taxes payable to the Peruvian government or any other governmental authority in respect of the production of precious or base metals or minerals may be varied at any time as a result of changing legislation.

 

***There is uncertainty as to the termination and renewal of our mining concessions.***

 

Under the laws of Peru, mineral resources belong to the state and government concessions are required to explore for or exploit mineral reserves. In Peru, our mineral rights derive from concessions from the Peruvian Ministry of Energy and Mines for exploration, exploitation, extraction, transportation and/or production operations. Mining concessions in Peru may be terminated if the requirements of the        concessionaire are not satisfied.

 

In order to maintain our mining concessions in good standing in Peru, we are obligated to pay annual fees and to reach minimum production levels after the first six years after the concession title has been granted. If said minimum production is not reached, the holder of the concession would have to pay a US$6.00 penalty per hectare per year. It is possible to avoid payment of the penalty if evidence is        provided to the mining authorities that an amount equivalent to not less than ten times the applicable penalty has been invested. Therefore, if it is proven that an investment of US$60.00 per hectare per year has been made in the concession, there will be no obligation to pay the penalty (US$20.00 per hectare as of the twelfth year).

 

Following the same principle established in connection with the validity fee, evidence of compliance with the requested minimum production or investment or, in its defect, payment of the corresponding penalty can only be missed for one year. Non-compliance with any of these possibilities for two consecutive years, results in the cancellation of the mining concession.

 

Any termination or unfavorable modification of the terms of one or more of our concessions, or failure to obtain renewals of such concessions subject to renewal or extensions, could have a material adverse effect on our financial condition and prospects.

 

***Drilling and Exploration Program and Banking Feasibility Study (BFS).***

 

As with any significant undertaking or effort, the completion of a drilling and exploration program and BFS involves various uncertainties, including availability of materials and labor, labor relations issues, inclement weather, unforeseen engineering, environmental or geological issues, and unanticipated difficulties in obtaining any of the requisite licenses or permits, any of which could give rise to        delays or cost overruns or cause the results of the drilling and exploration program and BFS to be less than expected levels. In addition, during perforation and construction of the development tunnels, the contractors could encounter unexpected sub-surface conditions or other difficulties, which could delay or even prevent us from generating or receiving revenues.

 

***Development projects.***

 

The development of new mining operations, which generally result from identifying potentially economically recoverable volumes of minerals or metals, have no operating history upon which to base estimates of future cash operating costs. For such development projects, estimates of proven and probable reserves and cash operating costs are, to a large extent, based upon the interpretation of geological data        obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates, comparable facility and equipment operating costs, anticipated climatic conditions and other factors. As a result, it is possible that actual cash operating costs and economic returns may differ from those estimated.

 

***Peruvian economic and political conditions may have an adverse impact on our business.***

 

As of the date of this report, our operations are conducted solely in Peru. Accordingly, our business, financial condition or results of operations could be affected by changes in economic or other policies of the Peruvian government or other political, regulatory or economic developments in Peru. During the past several decades, Peru has had a history of political instability that has included military        coups and a succession of regimes with differing policies and programs. Past governments have frequently intervened in the nation’s economy and social structure. Among other actions, past governments have imposed controls on prices, exchange rates and local and foreign investment as well as limitations on imports, have restricted the ability of companies to dismiss employees, have expropriated private sector assets (including mining companies) and have prohibited the remittance of        profits to foreign investors.

 

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On April 9, 2006, Peruvian citizens participated in the election for president, congress and representatives to the Andean Parliament, to be appointed for the five-year period commencing July 28, 2006. 24 political parties participated in this election process. As none of the presidential candidates received more than 50 percent of the votes, on June 4, 2006 a run-off election between the top two vote        getters was held. On June 16, 2006, the National Office of Electoral Processes proclaimed Mr. Alan Garcia president-elect, thereby bringing the electoral process to an end. Mr. Garcia assumed office on July 28, 2006. Mr. Garcia, a member of the APRA party, was president of Peru from 1985 to 1990. At the inauguration an appeal was made to the most representative companies of the mining industry for a voluntary contribution for regional development, as long as metal and        mineral prices remain buoyant.

 

There is a risk of terrorism in Peru relating to Sendero Luminoso and the Movimiento Revolucionario Tupac Amaru, which were particularly active in the 1980s and early 1990s. We cannot guarantee that acts by these or other terrorist organizations will not adversely affect our operations in the future.

 

Because, as of the date of this report, we operate solely in Peru, we cannot provide any assurance that political developments in Peru will not have a material adverse effect on market conditions, prices of our securities, our ability to obtain financing, and our results of operations and financial condition.

 

***Legal system in Peru.***

 

Peru may have a less developed legal system than more established economies which could result in risks such as (i) effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute, being more difficult to obtain; (ii) a higher degree of discretion on the part of governmental authorities; (iii) the lack of judicial or        administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative inexperience of the judiciary and courts in such matters. Peruvian business people, government officials and agencies and the judicial system’s commitment to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to        the licenses and agreements for business.

 

There can be no assurance that joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness and enforcement of such arrangements in Peru cannot be guaranteed.

 

***Native land claims might affect our title to the Peru Properties and our business plan may fail.***

 

We are unaware of any outstanding native land claims on the Peru Properties. However, it is possible that a native land claim could be made in the future. Should we encounter a situation where a native person or group claims an interest in our claims, we may be able to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may        have to relinquish our interest in these claims. In either case, the costs and/or losses could be greater than our financial capacity and our business would fail. Notwithstanding the foregoing, we currently have a ten year term agreement with the Peasant Community of Huanza, which is the registered titleholder of the land in which our Peru Properties are located, for the use of their land to conduct mining exploration activities. This agreement has been recorded with the public registry        in order to ensure enforceability against the State and third parties with regards to all of the Peru Properties, except for the properties designated “Altococha Mine 14,” “Altococha Mine 15,” “Altococha Mine 16,” “Black Tusk 1,” “Black Tusk 2,” “Black Tusk 3” and “Black Tusk 4.” We hope to record the agreement with public registry with regards to these properties as soon as possible. 

 

***Natural hazards may have an adverse impact on our business.***

 

Fires, earthquakes, floods, volcanic eruptions or other similar catastrophic events could cause personal injury, loss of life, damage or destruction to the project or suspension of operations. Although we may maintain insurance to protect ourselves against certain risks, the proceeds of such insurance may not be adequate to cover reduced revenues, increased expenses or other liabilities arising from the        occurrence of any of the events described above. Moreover, there can be no assurance that insurance coverage will be available in the future at commercially reasonable rates or that the amounts for which we will be insured will cover all losses.

 

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**Risks Relating to Our Common Stock**

***Our common stock has a limited trading history and has experienced price volatility.***

Our common stock trades on the OTC Bulletin Board. The volume of trading in our common stock varies greatly and may often be light, resulting in what is known as a “thinly-traded” stock. Until a larger secondary market for our common stock develops, the price of our common stock may fluctuate substantially. The price of our common stock may also be impacted by any of the following, some of        which may have little or no relation to our company or industry:

|   | **•** | the breadth of our stockholder base and extent to which securities professionals follow our common stock;                       |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------|
|   | **•** | investor perception of our Company and the mining industry, including industry trends;                                          |
|   | **•** | domestic and international economic and capital market conditions, including fluctuations in commodity prices;                  |
|   | **•** | responses to quarter-to-quarter variations in our results of operations;                                                        |
|   | **•** | announcements of significant acquisitions, strategic alliances, joint ventures or capital commitments by us or our competitors; |
|   | **•** | additions or departures of key personnel;                                                                                       |
|   | **•** | sales or purchases of our common stock by large stockholders or our insiders;                                                   |
|   | **•** | accounting pronouncements or changes in accounting rules that affect our financial reporting; and                               |
|   | **•** | changes in legal and regulatory compliance unrelated to our performance.                                                        |

In addition, the stock market in general and the market for mineral exploration companies in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating results or asset values of those companies. These broad market and industry factors may seriously impact the market price and trading volume of our common shares regardless of our actual        operating performance.

***We anticipate that we will raise additional capital through equity financing, which may cause substantial dilution to our existing shareholders.***

We may require additional equity financing be raised in the future. We may issue securities on less than favorable terms to raise sufficient capital to fund our business plan. Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares. 

***We have not paid cash dividends on our common stock and do not anticipate paying any dividends on our common stock in the foreseeable future.***

We do not anticipate paying cash dividends on our common stock in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our board of directors considers relevant. Accordingly, investors        may only see a return on their investment if the value of our securities appreciates.

***A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.***

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability        to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to explore and develop new properties and continue our exploration and development of our current property interests. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

***Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.***

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice        requirements on broker-dealers who sell to persons other than 

 

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established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise        exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each        penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special        written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage        investor interest in and limit the marketability of our common stock.

***The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.***

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to        obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse        effect on the market for our shares.

 

**ITEM 1B. UNRESOLVED STAFF COMMENTS**

 

Not Applicable.

 

**ITEM 2. DESCRIPTION OF PROPERTY**

 

**Corporate Headquarters, Vancouver, British Columbia**

Our corporate headquarters are located at 7425 Arbutus Street, Vancouver, British Columbia, Canada V6P 5T2. Our current premises are adequate for our existing operations.

**Real Estate Investments**

We do not currently maintain any investments in real estate, real estate mortgages or securities of persons primarily engaged in real estate activities, nor do we expect to do so in the foreseeable future.

**GOLDEN BEAR Claim**

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

 

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

 

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

 

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**Peru Properties**

On August 31, 2009, a NI 43-101 compliant Technical Report relating to the Peru Properties entitled “Geological Evaluation of the Huanza Property” dated August 28, 2009 was published and filed on SEDAR at www.sedar.com. Readers are encouraged to review the Technical Report in its entirety for more information regarding        the Peru Properties. 

***Acquisition, Location and Description***

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

 

Concurrently with the execution of the Master Purchase Agreement, Marlene Ore Lamilla and Black Tusk Peru entered into the Peru Transfer Agreement, to govern the transfer and registration of the Peru Properties under Peruvian law.

 

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

 

The Peru Properties cover an area of 8066.51 hectares in the Republic of Peru.and consist of 19 claims (14 are registered and 5 are pending registration). The corner coordinates for the claims boundaries are registered with the Instituto Geológico Minero y Metalúrgico (INGAMMET) Avenida Las Artes Sur 220, San Borja, Lima. The Peru Properties are located approximately 75 kilometers northeast        of the capital, Lima, in the long hydrothermal alteration trend known as the Central Polymetallic Belt. This area is situated in the rugged Western Andean range at an average elevation of 4,200 meters, an area with a long history of successful production.

 

The Peru Properties consist of the following mining claims and pediments located in the District of Huanza, Province of Huarochiri, Department of Lima, Peru: 

 

 

| **N°** | **CONCESSION**         | **CODE**   | **INGEMMET**                                  | **PUBLIC REGISTRY** |
|------------|------------------------|------------|-----------------------------------------------|---------------------|
| 01         | ALTACOCHA MINE         | 0101292-07 | Resolution in process in INGEMMET             | Pending             |
| 02         | ALTOCOCHA MINE 1       | 0101324-07 | Resolution N°002242-2007-INACC/J          | 12089171            |
| 03         | ALTOCOCHA  MINE 2 | 0101325-07 | Resolution N° 002666-2007-INGEMMET/PCD/PM | 12134767            |
| 04         | ALTOCOCHA MINE 3       | 0101326-07 | Resolution N°000071-2007-INGEMMET/PCD/PM  | 12089882            |
| 05         | ALTOCOCHA MINE 4       | 0101327-07 | Resolution N° 002099-2007-INACC/J         | 12089359            |
| 06         | ALTOCOCHA MINE 5       | 0101328-07 | Resolution N° 000310-2007-INGEMMET/PCD/PM | 12189875            |
| 07         | ALTOCOCHA MINE 7       | 0101598-07 | Resolution N° 002425-2007-INACC/J         | 12089522            |
| 08         | ALTOCOCHA MINE 8       | 0101597-07 | Resolution N° 002458-2007-INACC/J         | 12089420            |
| 09         | ALTOCOCHA MINE 9       | 0101664-07 | Resolution N° 002100-2007-INACC/J         | 12089424            |
| 10         | ALTOCOCHA MINE 10      | 0101665-07 | Resolution N° 002579-2007-INGEMMET/PCD/PM | 12135392            |
| 11         | ALTOCOCHA MINE 11      | 0101666-07 | Resolution N° 000402-2007-INGEMMET/PCD/PM | 12089535            |
| 12         | ALTOCOCHA MINE 12      | 0101667-07 | Resolution N° 001448-2007-INGEMMET/PCD/PM | 12089549            |
| 13         | ALTOCOCHA MINE 14      | 0104158-07 | Resolution N° 004169-2008-INGEMMET/PCD/PM | 12359543            |
| 14         | ALTOCOCHA MINE 15      | 0106330-07 | Resolution N° 001890-2008-INGEMMET/PCD/PM | 12359721            |
| 15         | ALTOCOCHA MINE 16      | 0106329-07 | Resolution N° 001705-2008-INGEMMET/PCD/PM | 12359751            |
| 16         | BLACK TUSK 1           | 0102020-09 | Resolution in process in INGEMMET             | Pending             |
| 17         | BLACK TUSK 2           | 0102019-09 | Resolution in process in INGEMMET             | Pending             |
| 18         | BLACK TUSK 3           | 0102018-09 | Resolution in process in INGEMMET             | Pending             |
| 19         | BLACK TUSK 4           | 0102021-09 | Resolution in process in INGEMMET             | Pending             |

 

 

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***Access, Climate, Local Resources, Infrastructure and Physiography***

 

Access to the project area from Lima is via the Carterra Central highway to the towns of Chosica 70 (kilometers) or San Mateo (100 kilometers) then continuing via unpaved road, a further 50 kilometers from Chosica or San Mateo, traversing mountainous terrain. Driving time from Lima is approximately 5 hours. The elevation of the mine gate is about 4,100 meters above sea level

 

 

The climate in the project area is typical of the Peruvian Andes with both wet and dry seasons. The wet season is from December to March, during which limited periods of electrical storm activity can develop with hail, rain and occasionally snow above 5,000 meters. Individual rainfall events can be severe, with over an inch falling in an hour. Dense fog is common during the rainy season and temperatures        rarely reach above 15°C. The dry season is from April to November, during which the coldest temperatures can fall below 0°C and highest temperatures may exceed 25°C. Rainfall is very rare in the dry season.

 

The Peru Properties are located in an area of high altitude between 4,000 and 4,800 meters above sea level. The mountain slopes are steep to occasionally vertical where local topography is defined by fault planes. Valley floors and gently dipping terrain below 4,500 meters is covered with short grasses and small bushes near drainages and the upper terrain is covered with barren rock. Subsistence farming        is variably developed in the valleys and alpacas, llamas and goats are herded at higher elevations.

 

The town of San Mateo, with approximately 4,500 inhabitants, is the only population center in the immediate vicinity of the Property and is located along the Central Highway approximately two hours from Lima.

 

The western cordillera has a long history of mining and exploration, experienced Peruvian labor can be found in many towns including Chosica and San Mateo, the more local mountain village of Huanza (10 kilometers) is also likely to have a ready work force. The Village of Hunaza is supplied with hydroelectricity and is the closest 

 

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electrical supply to the project area. Electricity pylons, that once carried electricity to the Finlandia mine and mill, stand within the project concessions, power cables however have been removed. Water flows year-round in mountain streams.

 

The unpaved roads between the Carterra Central Highway and project area cross an operating freight rail road between Lima and La Oroya. The nearest airport to the Peru Properties is Jorge Chavez International Airport in Lima (100 kilometers). A few derelict buildings stand within the concession boundaries, ownership of these buildings is not known.

 

As an international mining centre Peru (and Lima in-particular) has a good supply of world-class mining and exploration related services including; drilling companies, Toronto Stock Exchange accredited assay laboratories, surveying companies, specialist tool and equipment suppliers.

 

***Operational History***

 

Gold mining in the Lima region of Peru dates back to the early colonial days, when the Spaniards are reported to have mined the polymetallic veins located in the Huanza area. 

 

More recent exploration and mining in the Huanza area started in the mid 1950s. Commercial production from the Nueva Condor mine, which the Altochocha properties surround, commenced in 1956. Based on information published prior to the completion of the Company’s Technical Report, it is reported that from 1956 to 1991, Compania Minera Huampar S.A., produced about 25,000 ounces of gold and about 15        million ounces of silver. 2.5 million tons averaging1.6 g/t Au, 5.4 oz/ton Ag, 3.8% Pb and 5.0% Zn was reported to have been milled. 

 

The mine, however, was shut down in 1991 due to a terrorist event which destroyed a major power plant, hence stopping part of the power supply to the city of Lima and also to the Altococha mine. Black Tusk has assembled a highly experienced management and consulting team that possesses the necessary skills and in-country experience to realize the full potential of these properties. 

 

***Peruvian General Mining Law***

 

According to the General Mining Law of Peru, Validity Fees are payable annually at a cost of US$ 3.00 per hectare and must be paid by the 30th of June. Should payment of Validity Fees not be made for two consecutive years, mining pediments or concessions will be cancelled. After pediments or concessions are held by a party for 6 years annual fees change according to the following framework;

 

“Holders of mining concessions are obliged to achieve a minimum production equivalent to US$100.00 per hectare per year, within six years following the year in which the respective mining concession title is granted. If this minimum production is not reached, as of the first semester of the 7th year after the concession title has been granted, the holder of the concession should pay a US$ 6.00        penalty per hectare per year. If such minimum production is not obtained until the end of the 11th year after obtaining the concession title, the penalty to be paid as of the 12th year increases to US$ 20.00 per hectare per year.”

 

Following the same principle established in connection with the validity fee, evidence of compliance with the requested minimum production or investment or, in its defect, payment of the corresponding penalty can only be missed for one year. Non-compliance with any of these possibilities for two consecutive years, results in the cancellation of the mining concession.

 

No permits are required for exploration work although an affidavit must be signed. An Environmental Impact Assessment (EIA) must be completed prior to any drilling.

 

***Present Condition***

 

On August 31, 2009, a NI 43-101 compliant Technical Report relating to the Peru Properties entitled “Geological Evaluation of the Huanza Property” dated August 28, 2009 was published and filed on SEDAR at www.sedar.com. Readers are encouraged to review the Technical Report in its entirety for more information regarding        the present condition of the Peru Properties. 

 

The total cost for the acquisition of the Peru Properties was $1,330,000. During the year ended May 31, 2009, the Company incurred $4,000 of mineral property costs related to the Peru Properties. The Company has made no improvements on the Peru Properties and they contain no physical plant, equipment, or other structures. The Company has neither improved the present condition of, nor undertaken any work        on, the Peru Properties aside from road construction.

 

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The Company’s anticipates using diesel generators as the exclusive power source for the Peru Properties.

 

As of May 31, 2009, the Company is without knowledge of any environmental issues specific to the Peru Properties. The Company intends to undertake an extensive environmental due diligence program on the entire site.

 

***Geological Setting and Deposit Types***

 

On August 31, 2009, a NI 43-101 compliant Technical Report relating to the Peru Properties entitled “Geological Evaluation of the Huanza Property” dated August 28, 2009 was published and filed on SEDAR at www.sedar.com. Readers are encouraged to review the Technical Report in its entirety for more information regarding        the geological setting and deposit types at the Peru Properties. 

 

As of May 31, 2009, we have performed very limited exploration and sampling of the Peru Properties. The Technical Report does not contain a mineral resources or mineral reserves estimate for the Peru Properties. 

***Recommended Program***

On August 31, 2009, a NI 43-101 compliant Technical Report relating to the Peru Properties entitled “Geological Evaluation of the Huanza Property” dated August 28, 2009 was published and filed on SEDAR at www.sedar.com. Readers are encouraged to review the Technical Report in its entirety for more information regarding        the recommended program for exploration and development of the Peru Properties.  

 

The Technical Report recommends the following program during the Company’s fiscal year ending May 31, 2010:

 

| Satellite Imagery                                            | $25,000  |
|--------------------------------------------------------------|----------|
| Airborne geophysical survey (500 km @ $200/km)               | $100,000 |
| Ground follow-up (geology, soil geochemistry, rock sampling) | $100,000 |

 

A drilling decision will be made following a review of results of this initial exploration work.

 

***Capital Expenditures***

 

As of May 31, 2009, the Company is in the exploration phase of its planned operations for the Peru Properties. Consequently, we do not anticipate making any capital expenditures for the fiscal year ending May 31, 2010. The only expenses we anticipate accruing prior to May 31, 2010 are those relating to operations, exploration, and technical review.

 

**ITEM 3. LEGAL PROCEEDINGS**

We know of no material, existing or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

**ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the fourth quarter of the fiscal year ended May 31, 2009.

 

 

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**PART II**

 

**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

 

**Market Information**

Our common stock is quoted on the Over The Counter Bulletin Board (“OTCBB”), which is sponsored by the Financial Industry Regulatory Authority (“FINRA”). The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network, which provides information on current “bids” and “asks” as well as volume information.        The OTCBB is not considered a “national exchange.” Our symbol is “BKTK.”

Our common stock began trading on the OTCBB on February 1, 2008. Accordingly, there is only a very limited trading history for our common stock. Prior to the shares of our common stock being quoted on OTCBB, the sales price to the public was fixed at $0.30 per share. Further, the market for shares in our common stock is limited because only a small number of our outstanding shares are available for        trading in the public market.

The high and low bid quotations of our common stock on the OTCBB as reported by FINRA were as follows:

| **FINRA OTC Bulletin Board(1)****(stock price data not available prior to March 14, 2008)** |
|---------------------------------------------------------------------------------------------|
| **Quarter Ended**                                                                           | **High** | **Low** |
| May 31, 2009                                                                                | $0.30 | $0.08 |
| February 28, 2009                                                                           | $0.12 | $0.10 |
| November 30, 2008                                                                           | $0.16 | $0.12 |
| August 31, 2008                                                                             | $0.25 | $0.16 |

 

|   | (1) | Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Holders**

Our common shares are issued in registered form. Computershare Trust Company of Canada, 510 Burrard Street, 2nd Floor, Vancouver, British Columbia, Canada V6C 3B9, (604) 661-9400 (phone), (604) 661-9401 (fax) is the registrar and transfer agent for our common shares. On August 29, 2009, the shareholders’ list of our common shares showed 85 registered shareholders and 23,418,576 shares        outstanding.

**Dividend Policy**

We have not paid any cash dividends on our common stock and we have no intention of paying any dividends on our shares of common stock in the near future. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

**Securities Authorized for Issuance Under Equity Compensation Plans**

On August 24, 2009, the Company’s Board of Directors adopted the Black Tusk Minerals Inc. 2009 Nonqualified Stock Option Plan (the “*Plan*”). The Plan is subject to approval by shareholders at the Company’s next annual meeting. 

 

Pursuant to the Plan, stock options may be granted to any person who is performing or who has been engaged to perform services of special importance to management of the Company in the operation, development and growth of the Company. The maximum number of shares with respect to which stock options may be granted under the Plan may not exceed 2,500,000. All stock options granted under the Plan shall be        nonqualified stock options and shall be evidenced by agreements, which shall be subject to the applicable provisions of the Plan. The foregoing description of the Plan is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to Company’s Current Report on Form 8-K filed with the SEC on August 29, 2009.

 

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On August 25, 2009, the Committee (as defined in the Plan) and the Company’s Board of Directors authorized and approved the grant of 2,000,000 stock options at an exercise price of $0.20 per share, which was the closing price of the Company’s common shares on the OTC Bulletin Board on the trading day immediately prior to the date of grant. For more information regarding the grants of stock        option see “Item 11. Executive Compensation – Outstanding Equity Awards at Fiscal Year End.”

The following summary information is presented for the Plan as of May 31, 2009. 

 

|                                                                |                                                                             |                                                              |                                                                                                                                                             |
|---------------------------------------------------------------------|----------------------------------------------------------------------------------|-------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                     | **Number of Securities to****be Issued Upon Exercise****of Outstanding Options** | **Weighted Average****Exercise Price of****Outstanding Options,** | **Number of Securities****Remaining Available for****Future Issuance Under****Equity Compensation****Plans (Excluding****Securities Reflected in****Column (a)** |
| Plan Category                                                       | (a)                                                                              | (b)                                                               | (c)                                                                                                                                                              |
| Equity Compensation Plans Approved By Security Holders(1)           | Not Applicable                                                                   | Not Applicable                                                    | Not Applicable                                                                                                                                                   |
| Equity Compensation Plans Not Approved By Security Holders(1)  | 2,000,000                                                                        | $0.20                                                             | 500,000                                                                                                                                                          |

(1) The Plan has not been approved by the Company’s shareholders. The Plan is subject to approval by shareholders at the Company’s next annual meeting.

**Recent Sales of Unregistered Securities**

During the year ended May 31, 2009, we have offered and sold the following securities in unregistered transactions pursuant to exemptions under the Securities Act of 1933, as amended.

On June 17, 2008, the Company completed the offer and sale of 512,000 common shares, par value $0.001 per share, of the Company, at a price of $0.25 per share for aggregate gross proceeds of $128,000. The offering of common shares was conducted by the Company in a non-brokered private placement to non-U.S. persons outside the United States pursuant to an exemption from registration        available under Rule 903 of Regulation S of the Securities Act of 1933, as amended. The funds were used for working capital purposes and general expenses.

 

On September 8, 2008, the Registrant completed the offer and sale of 500,000 common shares, par value $0.001 per share, of the Company, at a price of $0.20 per share for aggregate gross proceeds of $100,000. The offering of common shares was conducted by the Company in a non-brokered private placement to non-U.S. persons outside the United States pursuant to an exemption from        registration available under Rule 903 of Regulation S of the Securities Act of 1933, as amended. The funds were used for working capital purposes and general expenses.

 

On May 29, 2009, under the terms of the Fee Arrangement Agreement with Dorsey & Whitney LLP, the Company settled its obligations by (i) issuing to a convertible promissory note in the principal amount of $50,000, accruing interest at the rate of 4% per annum, due and payable on the earlier of: (a) January 23, 2012, (b) the Company closes an Acquisition Transaction, as defined in        the Fee Arrangement Agreement or (c) the date the Company raises financing of $250,000 or more; and (ii) issuing warrants exercisable until January 23, 2012 to purchase Two Hundred Fifty Thousand (250,000) shares of common stock at an exercise price of $0.20 per share (a price equal to the purchase price the Company issued shares in September 2008), as a debt restructuring fee. The promissory note and warrants were issued to an accredited investor (as defined in Rule 501(a)) in a        private placement in reliance upon Section 4(2) of the Securities Act of 1933, as amended.

 

On May 29, 2009, under the terms of the Rodrigo Fee Agreement with Rodrigo, Elías & Medrano Abogados, the Company settled its obligations by (i) issuing to a convertible promissory note in the principal amount of $11,500, accruing interest at the rate of 4% per annum, due and payable on the earlier of: (a) January 23, 2012, (b) the Company closes an Acquisition Transaction,        as defined in the Rodrigo Fee Arrangement or (c) the date the Company raises financing of $250,000 or more; and (ii) issuing warrants exercisable until January 23, 2012 to purchase Hundred Fifty Thousand (50,000) shares of common stock at an exercise price of $0.20 per share (a price equal to the purchase price the Company 

 

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issued shares in September 2008), as a debt restructuring fee. The promissory note and warrants were issued to an accredited investor (as defined in Rule 501(a)) in a private placement in reliance upon Section 4(2) of the Securities Act of 1933, as amended.

Subsequent to its year end, on June 26, 2009, the Company issued four convertible notes in exchange for cash proceeds, in the principal amount of $50,113, used to pay concession fees due on the Company’s principal properties in Peru. The notes bear interest at 10% per annum and are convertible into the Company’s common shares at a conversion rate of $0.20 per share. The        principal amounts and due dates are as follows: $12,500 due on August 31, 2009; $16,000 due on December 31, 2009; $11,613 due on December 31, 2009; and $10,000 due on December 31, 2009. In conjunction with the convertible notes, the Company issued warrants to purchase 250,000 of the Company’s common shares at an exercise price of $0.20 per share, exercisable until January 23, 2012. 

Subsequent to its year end, on July 14, 2009, the Company entered into a fee arrangement agreement with Forstrom Jackson, Barristers and Solicitor to secure $2,881 of professional fees included in accounts payable by issuing a convertible note and issuing 12,500 warrants to purchase common stock at $0.20 per share until January 23, 2012. On July 14, 2009, the Company issued a        convertible note with an aggregate principal amount of $2,500, bearing interest at 4% per annum, and convertible into the Company’s common shares at a conversion price of $0.20. The note is due on the earlier of: (a) January 23, 2012, (b) the Company closes an Acquisition Transaction, defined as the sale of equity securities or securities convertible into equity securities, any merger, consolidation, statutory share exchange or acquisition transaction or any sale of substantially        all of the assets of the Company, any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company, unless following the completion of such transaction, the then existing shareholders of the Company own or control, indirectly or directly at least 50% of the voting power or liquidation rights of the Company or the successor of such merger, consolidation or statutory share exchange.) or (c) the date the Company raises financing of $250,000        or more. 

**Purchases of Equity Securities by the Issuer and Affiliated Purchasers**

During the period covered by this annual report, neither us nor any of our affiliates repurchased common shares of the Company registered under section 12 of the Exchange Act of 1934, as amended.

**ITEM 6. SELECTED FINANCIAL DATA**

Not Applicable.

**ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

*You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this annual report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these        forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this annual report. See “Cautionary Note Regardingt Forward-Looking Statements” above.*

**Plan of Operation**

***Golden Bear Claim***

 

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

 

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

 

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

 

 

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***Peru Properties***

 

The Company’s plans for the next twelve months are to focus on the exploration of the Peru Properties and estimates that cash requirements of approximately $575,000 will be required for exploration and administration costs and to fund working capital. We do not have any commitments to fund these costs. Therefore, we need to raise an additional $575,000 in debt or equity financing in the next twelve        months. We believe that such funds, if raised, will be sufficient to meet our liquidity requirements through May 31, 2010. However, we do not have any commitments to fund such costs during the next twelve months. Subsequent to May 31, 2009, we obtained proceeds in the amount of $50,113 through a private placement of 10% convertible promissory notes.

 

We anticipate that we will incur the following expenses over the next 12 months as of May 31, 2010:

 

|   | (1) | $200,000 for operating expenses, including general, legal, accounting and administrative expenses associated with our reporting obligations under the Securities Exchange Act of 1934, and general working capital expenditures;

     |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (2) | $375,000 for expenses related to the technical review and exploration of the Peru Properties, including, but not limited to, satellite imagery, the airborne geophysical survey, and geology, soil geochemistry, and rock sampling.

  |

Failure to raise needed financing could result in our having to discontinue our mining exploration and development business.

 

On August 31, 2009, a NI 43-101 compliant Technical Report relating to the Peru Properties entitled “Geological Evaluation of the Huanza Property” dated August 28, 2009 was published and filed on SEDAR at www.sedar.com. Readers are encouraged to review the Technical Report in its entirety for more information regarding        the Peru Properties and the recommended program for exploration and development of the Peru Properties..  

 

**Limited Operating History; Need for Additional Capital**

 

In Note 1 to the Company’s audited financial statements as of May 31, 2009, included elsewhere in this Form 10-K, the Company’s auditors included an explanatory paragraph stating that, because the Company had a working capital deficiency of $51,162 as of May 31, 2009, and had incurred accumulated losses of $1,883,491 for the period from August 8, 2005 (inception) to May        31, 2009, there was substantial doubt about its ability to continue as a going concern.

 

There is limited historical financial information about the Company upon which to base an evaluation of its performance. The Company is a development stage enterprise and has not generated any revenues from operations. The Company cannot guarantee it will be successful in its business operations. The Company’s business is subject to risks inherent in the establishment of a new mineral exploration        company, including limited capital resources, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. To become profitable and competitive, the Company will implement its plan of operation as detailed above.

 

The Company will be required to raise funds to complete the technical review of the Peru Properties, to conduct the recommended exploration program on the Peru Properties and for general working capital purposes. Such financing activities could include issuing debt or equity securities in the Company and could result in a dilution of the Company’s existing share capital. The Company can give no        assurance that future financing will be available to it on acceptable terms or at all. If financing is not available on satisfactory terms, the Company may be unable to continue, develop or expand its operations.

 

**Results of Operations**

We did not earn any revenues from May 31, 2008 to May 31, 2009. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are        discovered, that we will enter into commercial production of our mineral properties. 

 

We incurred operating expenses in the amount of $113,134 for the period from May 31, 2008 to May 31, 2009 compared to $1,670,861 for the period from May 31, 2007 to May 31, 2008. These operating expenses included: (a) professional fees in connection with our corporate organization of $53,037 (2008: $141,219); (b) donated office rent of $3,000 (2008: $3,000); (c) donated management services        of $6,000 (2008: $6,000); (d) impairment of mineral property costs of $Nil (2008: $1,422,577; and (e) general and administrative costs of $46,097 (2008: $98,065).

 

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We incurred a loss in the amount of $140,776 for the period from May 31, 2008 to May 31, 2009 compared to $1,670,861 for the period from May 31, 2007 to May 31, 2008. Our loss was attributable to organizational costs, professional fees, administrative expenses and property impairment costs.

**Liquidity and Capital Resources**

There is limited financial information about the Company upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations.

As at May 31, 2009, we had cash of $Nil (2008: $214), a working capital deficit of $51,162 (2008: $103,778) and an accumulated deficit of $1,883,491 (2008: $1,742,715). The decrease in working capital deficit was due to a decrease in accounts payable from $93,292 as at May 31, 2008 to $36,659 as at May 31, 2009 and a decrease in accrued liabilities from $2,781 to $Nil for the same periods.

Our continued existence and plans for future growth depend on our ability to obtain the capital necessary to operate by the sale of equity shares. We will need to raise additional capital to fund normal operating costs and exploration efforts. We anticipate that we will need $575,000 to fund our capital requirements through May 31, 2010. We do not have any commitments to fund these costs. Therefore, we        need to raise an additional $575,000 in debt or equity financing in the next twelve months. We believe that such funds, if raised, will be sufficient to meet our liquidity requirements through May 31, 2010. However, we do not have any commitments to fund such costs. If we are not able to generate sufficient revenues and cash flows or obtain additional or alternative funding, we will be unable to continue as a going concern. Our recurring losses and negative cash flow from operations        raise substantial doubt about our ability to continue as a going concern. Subsequent to May 31, 2009, we obtained proceeds in the amount of $50,113 through a private placement of 10% convertible promissory notes.

The Company’s consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable        future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company’s working capital deficiency of $51,162 and accumulated losses of $1,883,491 since inception raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

**Off-Balance Sheet Arrangements**

We have no off-balance sheet transactions.

**Critical Accounting Policies**

*Basis of Presentation*

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

*Use of Estimates*

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

 

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*Basic and Diluted Net Income (Loss) Per Share*

The Company computes net income (loss) per share in accordance with SFAS No. 128, “*Earnings per Share*”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted        average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares        if their effect is anti - dilutive. Shares underlying these securities totalled 607,500 as at May 31, 2009 (Nil – May 31, 2008).

*Comprehensive Loss*

SFAS No. 130, *“Reporting Comprehensive Income,”*establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial        statements. The Company’s Peruvian subsidiary uses the US dollar for its transactions and accounts for its operations in US dollars, which does not give rise to comprehensive income or loss.

*Cash and Cash Equivalents*

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

*Mineral Property Costs*

The Company has been in the exploration stage since its inception on August 8, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02,        “*Whether Mineral Rights Are Tangible or Intangible Assets*”. The Company assesses the carrying costs for impairment under SFAS 144, *“Accounting for Impairment or Disposal of Long Lived Assets”*at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the        costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

*Long-Lived Assets*

In accordance with SFAS No. 144, *“Accounting for the Impairment or Disposal of Long-Lived Assets”,*the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to:        significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or        disposed significantly before the end of its estimated useful life.

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

*Financial Instruments and Fair Value Measures*

Effective June 1, 2008, the Company adopted SFAS 157 “Fair Value Measurements” and SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities -- Including an Amendment of FASB Statement No. 115,” for financial assets and liabilities. Adoption did not have a material effect on the Company’s results of operations. FAS 159 provides companies the        irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The Company has not elected to measure any financial assets or liabilities at fair value that were not previously required to be measured at fair value.

The Company’s financial instruments consist principally of bank indebtedness, accounts payable, amounts due to related parties and convertible notes. 

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

 

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*Income Taxes*

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “*Accounting for Income Taxes*” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit        of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

*Foreign Currency Translation*

The Company’s functional and reporting currency is the United States dollar. The Company’s Peruvian subsidiary uses the US dollar for its transactions and accounts for its operations in US dollars. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “*Foreign Currency        Translation*”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

*Recently Issued Accounting Pronouncements*

In May 2009, FASB issued SFAS No. 165, “Subsequent Events”. SFAS 165 establishes general standards for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required        disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of SFAS 165 is not expected to have a material effect on the Company’s consolidated financial statements.

In April 2009 the FASB issued FSP No. 141R-1 “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”, or FSP 141R-1. FSP 141R-1 amends the provisions in Statement 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business        combinations. The FSP eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or        after December 15, 2008. The adoption of FSP 141R-1 is not expected to have a material impact on the Company’s consolidated financial statements. The effect of adopting FSP 141R-1 will depend upon the nature, terms and size of any acquired contingencies consummated after the effective date of January 1, 2009.

On April 9, 2009, the FASB issued three FSPs intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and other-than-temporary impairments of securities. 

FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” provides guidelines for making fair value measurements more consistent with the principles presented in FASB Statement No. 157, “Fair Value Measurements.” FSP FAS 157-4 must be applied prospectively        and retrospective application is not permitted. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS 124-2.In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to        expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years        beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.

FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on debt securities. FSP FAS 115-2 and FAS 124-2 are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods        ending after March 15, 2009. An entity may early adopt this FSP only if it also elects to early adopt FSP FAS 157-4.

FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP 107-1 and APB 28-1 is 

 

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effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. However, an entity may early adopt these interim fair value disclosure requirements only if it also elects to early adopt FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2. 

The Company is currently evaluating the impact, if any, that the adoption of these FSPs will have on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States.        It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position,        financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years        beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired,        the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not        expected to have a material effect on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods        within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

*Recently Adopted Accounting Pronouncements*

In February 2007, the FASB issued SFAS No. 159, “*The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115*”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only        to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.

 

In September 2006, the FASB issued SFAS No. 157, “*Fair Value Measurements*”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted        accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s consolidated financial        statements.

 

**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

Not Applicable.

 

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**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

 

Black Tusk Minerals Inc.

(An Exploration Stage Company)

 

May 31, 2009

 

|   | Index |
|--------|-------|

 

| Report of Independent Registered Public Accounting Firm | 24 |
|---------------------------------------------------------|----|

 

| Consolidated Balance Sheets | 25 |
|-----------------------------|----|

 

| Consolidated Statements of Operations | 26 |
|---------------------------------------|----|

 

| Consolidated Statements of Cash Flows | 27 |
|---------------------------------------|----|

 

| Consolidated Statement of Stockholders’ Equity (Deficit) | 28 |
|----------------------------------------------------------------|----|

 

| Notes to the Consolidated Financial Statements | 29 |
|------------------------------------------------|----|

 

 

24

 

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

To the Directors and Stockholders of

Black Tusk Minerals Inc. (An Exploration Stage Company)

 

We have audited the accompanying consolidated balance sheets of Black Tusk Minerals Inc. (An Exploration Stage Company) as of May 31, 2009 and 2008 and the related consolidated statements of operations, cash flows and stockholders’ deficit for the years then ended, and accumulated from August 8, 2005 (Date of Inception) to May 31, 2009. These consolidated financial statements are the responsibility        of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.        The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes 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 internal control over financial reporting. An audit also includes assessing the accounting principles used and significant        estimates made by management, as well as evaluating the overall financial statement presentation. 

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Black Tusk Minerals Inc. (An Exploration Stage Company) as of May 31, 2009 and 2008, and the results of its operations, cash flows and stockholders’ deficit for the years then ended and accumulated from August 8, 2005 (Date of Inception) to May 31, 2009, in        conformity with accounting principles generally accepted in the United States.

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has working capital deficiency and accumulated losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in        regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

*Manning Elliott LLP*

 

CHARTERED ACCOUNTANTS

Vancouver, Canada

August 28, 2009

 

 

 

 

25

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)

 

|  

                                                                                                                             | May 31,

2009

$ | May 31,

2008

$ |
|-------------------------------------------------------------------------------------------------------------------------------------------|------------------|------------------|
|                                                                                                                                      |             |             |
| ASSETS                                                                                                                                    |             |             |
| Current Assets                                                                                                                            |             |             |
| Cash                                                                                                                                      | –          | 214              |
| Prepaid expenses                                                                                                                          | 81               | 81               |
|                                                                                                                                      |             |             |
| Total Assets                                                                                                                              | 81               | 295              |
|                                                                                                                                      |             |             |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                               |             |             |
| Current Liabilities                                                                                                                       |             |             |
| Bank indebtedness                                                                                                                         | 149              | –          |
| Accounts payable                                                                                                                          | 36,659           | 93,292           |
| Accrued liabilities                                                                                                                       | –          | 2,781            |
| Loan payable (Note 5)                                                                                                                     | 5,000            | –          |
| Due to related parties (Note 3)                                                                                                           | 9,435            | 8,000            |
|                                                                                                                                      |             |             |
| Total Current Liabilities                                                                                                                 | 51,243           | 104,073          |
|                                                                                                                                      |             |             |
| Convertible Notes (Note 6)                                                                                                                | 39,660           | –          |
|                                                                                                                                      |             |             |
| Total Liabilities                                                                                                                         | 90,903           | 104,073          |
|                                                                                                                                      |             |             |
| Contingencies (Note 1)

Subsequent Events (Note 11)

 

 

Stockholders’ Deficit                                          |             |             |
| Common Stock, 200,000,000 shares authorized, $0.001 par value 

23,418,576 shares issued and outstanding (2008 – 22,406,576 shares) | 23,419           | 22,407           |
|                                                                                                                                      |             |             |
| Common Stock Subscribed (Note 7 (c))                                                                                                      | 2,000            | 125,750          |
| Additional Paid-in Capital                                                                                                                | 1,733,500        | 1,466,030        |
|                                                                                                                                      |             |             |
| Donated Capital (Note 3 (a))                                                                                                              | 33,750           | 24,750           |
|                                                                                                                                      |             |             |
| Deficit Accumulated During the Exploration Stage                                                                                          | (1,883,491)      | (1,742,715)      |
|                                                                                                                                      |             |             |
| Total Stockholders’ Deficit                                                                                                         | (90,822)         | (103,778)        |
|                                                                                                                                      |             |             |
| Total Liabilities and Stockholders’ Deficit                                                                                         | 81               | 295              |
|                                                                                                                                      |             |             |

 

 

26

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Expressed in US dollars)

 

 

|                                                                 |   | Accumulated 

From 

August 8, 2005 (Date of Inception) | For the Year Ended | For the Year 

Ended |
|----------------------------------------------------------------------|--------|---------------------------------------------------------|--------------------|----------------------|
|                                                                 |   | to May 31,                                              | May 31,            | May 31,              |
|                                                                 |   | 2009                                                    | 2009               | 2008                 |
|                                                                 |   | $                                                       | $                  | $                    |
|                                                                 |   |                                                    |               |                 |
|                                                                 |   |                                                    |               |                 |
| Revenue                                                              |   | –                                                 | –            | –              |
|                                                                 |   |                                                    |               |                 |
| Expenses                                                             |   |                                                    |               |                 |
|                                                                 |   |                                                    |               |                 |
| Donated rent (Note 3 (a))                                            |   | 11,250                                                  | 3,000              | 3,000                |
| Donated services (Note 3 (a))                                        |   | 22,500                                                  | 6,000              | 6,000                |
| General and administrative                                           |   | 171,790                                                 | 46,097             | 98,065               |
| Impairment of mineral property costs (Note 4)                        |   | 1,430,250                                               | –            | 1,422,577            |
| Mineral property costs                                               |   | 4,000                                                   | 4,000              | –              |
| Professional fees                                                    |   | 216,059                                                 | 54,037             | 141,219              |
|                                                                 |   |                                                    |               |                 |
| Total Operating Expenses                                             |   | 1,855,849                                               | 113,134            | 1,670,861            |
|                                                                 |   |                                                    |               |                 |
| Loss From Operations                                                 |   | (1,855,849)                                             | (113,134)          | (1,670,861)          |
|                                                                 |   |                                                    |               |                 |
| Other Expenses                                                       |   |                                                    |               |                 |
|                                                                 |   |                                                    |               |                 |
| Interest on convertible notes (Note 6)                               |   | (2,760)                                                 | (2,760)            | –              |
| Loss on conversion of accounts payable to convertible notes (Note 6) |   | (24,882)                                                | (24,882)           | –              |
|                                                                 |   |                                                    |               |                 |
| Total Other Expenses                                                 |   | (27,642)                                                | (27,642)           | –              |
|                                                                 |   |                                                    |               |                 |
| Net Loss                                                             |   | (1,883,491)                                             | (140,776)          | (1,670,861)          |
|                                                                 |   |                                                    |               |                 |
| Net Loss Per Share – Basic and Diluted                         |   |                                                    | (0.01)             | (0.09)               |
|                                                                 |   |                                                    |               |                 |
| Weighted Average Shares Outstanding                             |   |                                                    | 23,258,000         | 18,503,000           |
|                                                                 |   |                                                    |               |                 |

 

 

27

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US dollars)

 

 

|                                                                        | Accumulated 

From August 8, 2005 (Date of Inception) 

to May 31, 

2009 | For the Year 

Ended 

May 31,

2009 | For the Year 

Ended 

May 31,

2008 |
|-----------------------------------------------------------------------------|---------------------------------------------------------------------------|--------------------------------------|--------------------------------------|
|                                                                        | $                                                                         | $                                    | $                                    |
|                                                                        |                                                                      |                                 |                                 |
|                                                                        |                                                                      |                                 |                                 |
| Operating Activities                                                        |                                                                      |                                 |                                 |
| Net loss                                                                    | (1,883,491)                                                               | (140,776)                            | (1,670,861)                          |
| Adjustments to reconcile net loss to net cash used in operating activities: |                                                                      |                                 |                                 |
|                                                                        |                                                                      |                                 |                                 |
| Impairment of mineral property                                              | 1,430,250                                                                 | –                              | 1,422,577                            |
| Loss on conversion of accounts payable to convertible note                  | 24,882                                                                    | 24,882                               | –                              |
| Donated services and expenses                                               | 33,750                                                                    | 9,000                                | 9,000                                |
| Common stock issued for services                                            | 4,000                                                                     | –                              | –                              |
| Interest on convertible debt                                                | 2,760                                                                     | 2,760                                | –                              |
|                                                                        |                                                                      |                                 |                                 |
| Changes in operating assets and liabilities:                                |                                                                      |                                 |                                 |
| Prepaid expenses                                                            | (81)                                                                      | –                              | 702                                  |
| Accounts payable and accrued liabilities                                    | 98,159                                                                    | 2,086                                | 89,969                               |
| Due to related parties                                                      | 6,435                                                                     | 1,435                                | 5,000                                |
|                                                                        |                                                                      |                                 |                                 |
| Net Cash Used in Operating Activities                                       | (283,336)                                                                 | (100,613)                            | (143,613)                            |
|                                                                        |                                                                      |                                 |                                 |
| Investing Activities                                                        |                                                                      |                                 |                                 |
| Mineral property acquisition costs                                          | (100,250)                                                                 | –                              | (92,577)                             |
|                                                                        |                                                                      |                                 |                                 |
| Net Cash Used in Investing Activities                                       | (100,250)                                                                 | –                              | (92,577)                             |
|                                                                        |                                                                      |                                 |                                 |
| Financing Activities                                                        |                                                                      |                                 |                                 |
| Bank indebtedness                                                           | 149                                                                       | 149                                  | –                              |
| Proceeds from issuance of common stock                                      | 388,437                                                                   | 102,250                              | 110,437                              |
| Common stock subscribed                                                     | 2,000                                                                     | 2,000                                | 125,750                              |
| Proceeds from loans                                                         | 5,000                                                                     | 5,000                                | –                              |
| Share issuance costs                                                        | (12,000)                                                                  | (9,000)                              | (3,000)                              |
|                                                                        |                                                                      |                                 |                                 |
| Net Cash Provided by Financing Activities                                   | 383,586                                                                   | 100,399                              | 233,187                              |
|                                                                        |                                                                      |                                 |                                 |
| Decrease In Cash                                                            | –                                                                   | (214)                                | (3,003)                              |
|                                                                        |                                                                      |                                 |                                 |
| Cash - Beginning of Period                                                  | –                                                                   | 214                                  | 3,217                                |
|                                                                        |                                                                      |                                 |                                 |
| Cash - End of Period                                                        | –                                                                   | –                              | 214                                  |
|                                                                        |                                                                      |                                 |                                 |
| Supplemental Disclosures                                                    |                                                                      |                                 |                                 |
|                                                                        |                                                                      |                                 |                                 |
| Interest paid                                                               | 200                                                                       | 200                                  | –                              |
| Income tax paid                                                             | –                                                                   | –                              | –                              |
|                                                                        |                                                                      |                                 |                                 |
| Non-cash Investing and Financing Activities                                 |                                                                      |                                 |                                 |
|                                                                        |                                                                      |                                 |                                 |
| Common shares issued for mineral property                                   | 1,330,000                                                                 | –                              | 1,330,000                            |
|                                                                        |                                                                      |                                 |                                 |
| Settlement of accounts payable for convertible notes                        | 61,500                                                                    | 61,500                               | –                              |
|                                                                        |                                                                      |                                 |                                 |

 

28

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Consolidated Statement of Stockholders’ Equity (Deficit)

For the Period from August 8, 2005 (Date of Inception) to May 31, 2009

(Expressed in US dollars)

 

|                                                                                                   |        |    |       |          |       |    | Deficit     |        |
|--------------------------------------------------------------------------------------------------------|-------------|---------|------------|---------------|------------|---------|-------------|-------------|
|                                                                                                   |        |    |       |          |       |    | Accumulated |        |
|                                                                                                   |        |    | Additional | Stock         | Common     |    | During the  |        |
|                                                                                                   |        |    | Paid-in    | Subscriptions | Stock      | Donated | Exploration |        |
|                                                                                                   | Shares      | Amount  | Capital    | Receivable    | Subscribed | Capital | Stage       | Total       |
|                                                                                                   | #           | $       | $          | $             | $          | $       | $           | $           |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Balance – August 8, 2005 (Date of Inception)                                                     | –     | – | –    | –       | –    | – | –     | –     |
|                                                                                                   |        |    |       |          |       |    |        |        |
| August 8, 2005 – common shares issued for cash at $0.0005 per share                              | 9,500,000   | 9,500   | (4,750)    | –       | –    | – | –     | 4,750       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| March 24, 2006 – common shares issued for cash at $0.005 per share                               | 7,300,000   | 7,300   | 29,200     | –       | –    | – | –     | 36,500      |
|                                                                                                   |        |    |       |          |       |    |        |        |
| May 31, 2006 – common shares issued for cash at $0.125 per share                                 | 72,000      | 72      | 8,928      | (250)         | –    | – | –     | 8,750       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Donated rent and services                                                                              | –     | – | –    | –       | –    | 6,750   | –     | 6,750       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Net loss for the period                                                                                | –     | – | –    | –       | –    | – | (24,639)    | (24,639)    |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Balance – May 31, 2006                                                                           | 16,872,000  | 16,872  | 33,378     | (250)         | –    | 6,750   | (24,639)    | 32,111      |
|                                                                                                   |        |    |       |          |       |    |        |        |
| August 31, 2006 – common shares issued for services at $0.005 per share                          | 800,000     | 800     | 3,200      | –       | –    | – | –     | 4,000       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Donated rent and services                                                                              | –     | – | –    | –       | –    | 9,000   | –     | 9,000       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Net loss for the year                                                                                  | –     | – | –    | –       | –    | – | (47,215)    | (47,215)    |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Balance – May 31, 2007                                                                           | 17,672,000  | 17,672  | 36,578     | (250)         | –    | 15,750  | (71,854)    | (2,104)     |
|                                                                                                   |        |    |       |          |       |    |        |        |
| September 1, 2007 - common shares issued for cash at $0.15 per share                                   | 628,076     | 628     | 93,584     | –       | –    | – | –     | 94,212      |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Share issuance costs                                                                                   | –     | – | (3,000)    | –       | –    | – | –     | (3,000)     |
|                                                                                                   |        |    |       |          |       |    |        |        |
| February 8, 2008 - common shares issued for cash at $0.15 per share                                    | 106,500     | 107     | 15,868     | –       | –    | – | –     | 15,975      |
|                                                                                                   |        |    |       |          |       |    |        |        |
| April 24, 2008 – common shares issued for mineral property at a fair value of $0.133 per share   | 10,000,000  | 10,000  | 1,320,000  | –       | –    | – | –     | 1,330,000   |
|                                                                                                   |        |    |       |          |       |    |        |        |
| April 24, 2008 – common shares returned for cancellation (Note 3)                                | (6,000,000) | (6,000) | 3,000      | –       | –    | – | –     | (3,000)     |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Subscriptions received                                                                                 | –     | – | –    | 250           | –    | – | –     | 250         |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Common stock subscribed                                                                                | –     | – | –    | –       | 125,750    | – | –     | 125,750     |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Donated rent and services                                                                              | –     | – | –    | –       | –    | 9,000   | –     | 9,000       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Net loss for the year                                                                                  | –     | – | –    | –       | –    | – | (1,670,861) | (1,670,861) |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Balance – May 31, 2008                                                                           | 22,406,576  | 22,407  | 1,466,030  | –       | 125,750    | 24,750  | (1,742,715) | (103,778)   |
|                                                                                                   |        |    |       |          |       |    |        |        |
| June 17, 2008 - common shares issued for cash at $0.25 per share                                       | 512,000     | 512     | 127,488    | –       | (125,750)  | – | –     | 2,250       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| September 8, 2008 – common shares issued for cash at $0.20 per share                             | 500,000     | 500     | 99,500     | –       | –    | – | –     | 100,000     |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Share issuance costs                                                                                   | –     | – | (9,000)    | –       | –    | – | –     | (9,000)     |
|                                                                                                   |        |    |       |          |       |    |        |        |
| January 23, 2009 – intrinsic value of beneficial conversion feature on convertible debt (Note 6) | –     | – | 24,600     | –       | –    | – | –     | 24,600      |
|                                                                                                   |        |    |       |          |       |    |        |        |
| January 23, 2009 – fair value of warrants issued                                                 | –     | – | 24,882     | –       | –    | – | –     | 24,882      |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Common stock subscribed                                                                                | –     | – | –    | –       | 2,000      | – | –     | 2,000       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Donated rent and services                                                                              | –     | – | –    | –       | –    | 9,000   | –     | 9,000       |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Net loss for the year                                                                                  | –     | – | –    | –       | –    | – | (140,776)   | (140,776)   |
|                                                                                                   |        |    |       |          |       |    |        |        |
| Balance – May 31, 2009                                                                           | 23,418,576  | 23,419  | 1,733,500  | –       | 2,000      | 33,750  | (1,883,491) | (90,822)    |

 

 

29

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 1. | Nature of Business and Continuance of Operations |
|----|--------------------------------------------------|

Black Tusk Minerals Inc. (the “Company”) was incorporated in the State of Nevada on August 8, 2005. Effective September 21, 2007, the Company incorporated a wholly-owned Peruvian subsidiary, Black Tusk Minerals Peru SAC. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7        “*Accounting and Reporting for Development Stage Enterprises*”. The Company’s principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable        future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at May 31, 2009, the Company has a working capital deficiency of $51,162 and has accumulated losses of $1,883,491 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a        going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

| 2. | Summary of Significant Accounting Policies |
|----|--------------------------------------------|

|   | a) | Basis of Presentation |
|--------|----|-----------------------|

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

|   | b) | Use of Estimates |
|--------|----|------------------|

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

|   | c) | Basic and Diluted Net Income (Loss) Per Share |
|--------|----|-----------------------------------------------|

The Company computes net income (loss) per share in accordance with SFAS No. 128, “*Earnings per Share*”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator)        by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive        potential shares if their effect is anti - dilutive. Shares underlying these securities totalled 607,500 as at May 31, 2009 (Nil – May 31, 2008).

 

30

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 2. | Summary of Significant Accounting Policies (continued) |
|----|--------------------------------------------------------|

|   | d) | Comprehensive Loss |
|--------|----|--------------------|

SFAS No. 130, *“Reporting Comprehensive Income,”*establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss        in the financial statements. The Company’s Peruvian subsidiary uses the US dollar for its transactions and accounts for its operations in US dollars, which does not give rise to comprehensive income or loss.

|   | e) | Cash and Cash Equivalents |
|--------|----|---------------------------|

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

|   | f) | Mineral Property Costs |
|--------|----|------------------------|

The Company has been in the exploration stage since its inception on August 8, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance        in EITF 04-02, “*Whether Mineral Rights Are Tangible or Intangible Assets*”. The Company assesses the carrying costs for impairment under SFAS 144, *“Accounting for Impairment or Disposal of Long Lived Assets”*at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable        reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

|   | g) | Long-Lived Assets |
|--------|----|-------------------|

In accordance with SFAS No. 144, *“Accounting for the Impairment or Disposal of Long-Lived Assets”,*the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but        are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than        not be sold or disposed significantly before the end of its estimated useful life.

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

|   | h) | Financial Instruments and Fair Value Measures |
|--------|----|-----------------------------------------------|

Effective June 1, 2008, the Company adopted SFAS 157 “Fair Value Measurements” and SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities -- Including an Amendment of FASB Statement No. 115,” for financial assets and liabilities. Adoption did not have a material effect on the Company’s results of        operations. FAS 159 provides companies the irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The Company has not elected to measure any financial assets or liabilities at fair value that were not previously required to be measured at fair value.

The Company’s financial instruments consist principally of bank indebtedness, accounts payable, amounts due to related parties and convertible notes. 

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

 

31

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 2. | Summary of Significant Accounting Policies (continued) |
|----|--------------------------------------------------------|

|   | i) | Income Taxes |
|--------|----|--------------|

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “*Accounting for Income Taxes*” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried        forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

|   | j) | Foreign Currency Translation |
|--------|----|------------------------------|

The Company’s functional and reporting currency is the United States dollar. The Company’s Peruvian subsidiary uses the US dollar for its transactions and accounts for its operations in US dollars. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “*Foreign Currency        Translation*”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

|   | k) | Recently Issued Accounting Pronouncements |
|--------|----|-------------------------------------------|

In May 2009, FASB issued SFAS No. 165, “Subsequent Events”. SFAS 165 establishes general standards for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which        includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of SFAS 165 is not expected to have a material effect on the Company’s consolidated financial statements.

In April 2009 the FASB issued FSP No. 141R-1 “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”, or FSP 141R-1. FSP 141R-1 amends the provisions in Statement 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from        contingencies in business combinations. The FSP eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual        reporting period beginning on or after December 15, 2008. The adoption of FSP 141R-1 is not expected to have a material impact on the Company’s consolidated financial statements. The effect of adopting FSP 141R-1 will depend upon the nature, terms and size of any acquired contingencies consummated after the effective date of January 1, 2009.

On April 9, 2009, the FASB issued three FSPs intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and other-than-temporary impairments of securities. 

FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” provides guidelines for making fair value measurements more consistent with the principles presented in FASB Statement No. 157, “Fair Value Measurements.” FSP FAS 157-4 must be        applied prospectively and retrospective application is not permitted. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS 124-2.In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair        value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements        made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.

 

32

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 2. | Summary of Significant Accounting Policies (continued) |
|----|--------------------------------------------------------|

|   | k) | Recently Issued Accounting Pronouncements (continued) |
|--------|----|-------------------------------------------------------|

FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on debt securities. FSP FAS 115-2 and FAS 124-2 are effective for interim and annual periods ending after June 15, 2009, with early adoption        permitted for periods ending after March 15, 2009. An entity may early adopt this FSP only if it also elects to early adopt FSP FAS 157-4.

FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. However, an entity may early        adopt these interim fair value disclosure requirements only if it also elects to early adopt FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2. 

The Company is currently evaluating the impact, if any, that the adoption of these FSPs will have on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in        the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s        financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements        issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize        the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of        this statement is not expected to have a material effect on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years,        and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

 

33

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 2. | Summary of Significant Accounting Policies (continued) |
|----|--------------------------------------------------------|

|   | l) | Recently Adopted Accounting Pronouncements |
|--------|----|--------------------------------------------|

 

In February 2007, the FASB issued SFAS No. 159, “*The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115*”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of        SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s consolidated financial        statements.

 

In September 2006, the FASB issued SFAS No. 157, “*Fair Value Measurements*”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in        generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s consolidated        financial statements.

 

| 3. | Related Party Transactions and Balances |
|----|-----------------------------------------|

|   | a) | During the year ended May 31, 2009, the Company recognized a total of $6,000 (2008 - $6,000) for donated services at $500 per month, and $3,000 (2008 - $3,000) for donated rent at $250 per month provided by the President of the Company. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b) | At May 31, 2009, the Company is indebted to a shareholder of the Company for a cash advance of $nil (2008 - $5,000). This amount is unsecured, non-interest bearing and due on demand. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c) | At May 31, 2009, the Company is indebted to a director of the Company for $1,625 (2008 - $1,625), representing consideration for returning 3,250,000 shares of common stock to the Company for cancellation. This amount is unsecured, non-interest bearing and due on demand. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d) | At May 31, 2009, the Company is indebted to the former president of the Company for $1,375 (2008 - $1,375), representing consideration for returning 2,750,000 shares of common stock to the Company for cancellation. This amount is unsecured, non-interest bearing and due on demand. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | e) | At May 31, 2009, the Company is indebted to the president of the Company for $6,435 (2008 - $nil), representing expenses paid on behalf of the Company. This amount is non-interest bearing, unsecured and has no specific repayment terms. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| 4. | Mineral Properties |
|----|--------------------|

|   | a) | On August 13, 2007, the Company entered into a term sheet with two individuals detailing the principal terms of the Company’s acquisition of 15 mining concessions and pediments covering approximately 8,000 hectares located in the District of Huanza, Province of Huarochiri, Peru,. These concessions are subject to a 1% net smelter royalty granted to                        those individuals. As a result, the Company formed a Peruvian subsidiary to acquire the concessions. On December 5, 2007, the Company entered into a Master Purchase Agreement pursuant to which the Company issued an aggregate of 10,000,000 common shares of the Company to the individuals for the transfer of the properties to the Company’s subsidiary. On April 24, 2008, the Company issued the 10,000,000 common shares at a fair value of $1,330,000. The Company paid                        $50,000 for the right to use adjacent property for mineral exploration purposes and have spent $41,860 on road building. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

For the year ended May 31, 2009 the Company recognized an impairment loss of $nil (2008- $1,421,860), as it had not yet been determined whether there are proven or probable reserves on the property. During the year ended May 31, 2009, the Company incurred $4,000 of mineral property costs.

 

34

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 4. | Mineral Properties (continued) |
|----|--------------------------------|

|   | b) | On December 19, 2005 the Company acquired a 100% interest in a mineral claim located in British Columbia, Canada, in consideration for $7,500. Advance royalties of $25,000 are payable annually commencing 36 months from execution of the agreement. The claim is registered in the name of the President of the Company, who has executed a trust agreement                        whereby the President agreed to hold the claim in trust on behalf of the Company. The cost of the mineral property was initially capitalized. On May 15, 2006, the Company forfeited ownership of the mineral claim and subsequently replaced the mineral claim with the staking of a new claim on August 24, 2006 under the same terms of the agreement. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

For the year ended May 31, 2009 the Company recognized an impairment loss of $nil (2008- $717), as it had not yet been determined whether the new claim had proven or probable reserves on the property.

On December 31, 2007, the Golden Bear mineral claim located in British Columbia, Canada expired and the Company did not renew the rights to the claim.

 

| 5. | Loan Payable |
|----|--------------|

On January 5, 2009, $5,000 was advanced to the Company. This loan is non – interest bearing, unsecured and has no specific terms of repayment.

 

| 6. | Convertible Notes |
|----|-------------------|

On January 23, 2009, the Company entered into two fee arrangement agreements to settle $61,500 of professional fees included in accounts payable. Pursuant to the agreement the Company issued two convertible notes with an aggregate principal amount of $61,500, bearing interest at 4% per annum, and convertible into the Company’s common shares at a conversion price of $0.20 and        warrants to purchase 300,000 shares of the Company’s common stock at $0.20 per share until January 23, 2012. The note is due on the earlier of: (a) January 23, 2012, (b) the Company closes an Acquisition Transaction (defined as the sale of equity securities or securities convertible into equity securities, any merger, consolidation, statutory share exchange or acquisition transaction, any sale of substantially all of the assets of the Company or any similar transaction involving        the issuance, cancellation or restructuring of equity securities of the Company, unless following the completion of such transaction, the then existing shareholders of the Company own or control, indirectly or directly at least 50% of the voting power or liquidation rights of the Company or the successor of such merger, consolidation or statutory share exchange) or (c) the date the Company raises financing of $250,000 or more. In accordance with EITF 98-5        “*Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios*”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,600 as additional paid-in capital and reduced the carrying value of the convertible notes to $36,900. The carrying value of the convertible notes is to be accreted over the term of the convertible notes up to        their face value of $61,500. As at May 31, 2009, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $38,797 and $863, respectively.

In addition, the Company recorded a loss on conversion of accounts payable to convertible debt of $24,882 equal to the fair value of the warrants issued pursuant to the fee arrangement agreements.

 

| 7. | Common Stock |
|----|--------------|

|   | a) | On June 17, 2008, the Company issued 512,000 shares of common stock at $0.25 per share for gross proceeds of $128,000, of which $125,750 was included in common stock subscribed at May 31, 2008. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b) | On September 8, 2008, the Company completed the offer and sale of 500,000 shares of common stock at $0.20 per share for gross proceeds of $100,000. In connection with this private placement, the Company incurred $9,000 of share issuance costs. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c) | On March 13, 2009 the company received $2,000 for stock subscriptions at $0.20 per share. |
|--------|----|-------------------------------------------------------------------------------------------|

 

35

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 8. | Share Purchase Warrants |
|----|-------------------------|

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

|                         | Number of Warrants | Weighted Average Exercise

Price |
|------------------------------|--------------------|----------------------------------|
|                         |               |                             |
| Balance – May 31, 2008 | –            | –                          |
|                         |               |                             |
| Issued (Note 6)              | 300,000            | $0.20                            |
|                         |               |                             |
| Balance – May 31, 2009 | 300,000            | $0.20                            |

 

| 9. | Income Taxes |
|----|--------------|

 

The Company accounts for income taxes under SFAS No. 109, “*Accounting for Income Taxes*.” Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will        be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the U.S federal and state income tax rates to earnings before income taxes. The Company has net operating loss carryforwards of approximately $1,822,962 available to offset taxable income in future years which expire beginning in fiscal 2026. Pursuant to SFAS 109, the potential benefit of the net operating loss carryforward has not been recognized in the        financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

 

The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

|                                                  |   | May 31,

2009

$ |   | May 31,

2008

$ |
|-------------------------------------------------------|--------|------------------|--------|------------------|
|                                                  |   |             |   |             |
| Net loss before income taxes per financial statements |   | 140,776          |   | 1,670,861        |
|                                                  |   |             |   |             |
| Income tax rate                                       |   | 35%              |   | 35%              |
|                                                  |   |             |   |             |
| Income tax recovery                                   |   | (49,271)         |   | (584,801)        |
|                                                  |   |             |   |             |
| Permanent differences                                 |   | 12,271           |   | 3,150            |
|                                                  |   |             |   |             |
| Valuation allowance change                            |   | 37,000           |   | 581,651          |
|                                                  |   |             |   |             |
| Provision for income taxes                            |   | –          |   | –          |

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred        income tax assets and liabilities at May 31, 2009 and 2008 are as follows:

|                            |   | May 31,

2009

$ |   | May 31,

2008

$ |
|---------------------------------|--------|------------------|--------|------------------|
|                            |   |             |   |             |
| Net operating loss carryforward |   | 638,000          |   | 601,000          |
|                            |   |             |   |             |
| Valuation allowance             |   | (638,000)        |   | (601,000)        |
|                            |   |             |   |             |
| Net deferred income tax asset   |   | –          |   | –          |

 

 

36

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 9. | Income Tax (continued) |
|----|------------------------|

 

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets,        the impact of the change on the valuation allowance is generally reflected in current income.

 

| 10 | Fair Value Measurements |
|----|-------------------------|

SFAS No. 157 *“Fair Value Measurements”*requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A        financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

*Level 1*

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

*Level 2*

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

*Level 3*

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Pursuant to SFAS No. 157, the fair value of our cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. 

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of May 31, 2009 as follows: 

 

|                                     | Fair Value Measurements Using |              |
|------------------------------------------|-------------------------------|-------------------|
|                                     |                          |              |   |   |
|                                     | Quoted Prices in              | Significant  |   |   |
|                                     | Active Markets                | Other             | Significant |   |
|                                     | For Identical                 | Observable        | Unobservable |   |
|                                     | Instruments                   | Inputs            | Inputs | Balance as of |
|                                     | (Level 1)                     | (Level 2)         | (Level 3) | May 31, 2009 |
|                                     | $                             | $                 | $ | $ |
|                                     |                          |              |   |   |
| Liabilities:                             |                          |              |   |   |
| Bank indebtedness                        | 149                           | –           | – | 149 |
| Convertible notes                        | –                       | 39,660            | – | 39,660 |
|                                     |                          |              |   |   |
| Total liabilities measured at fair value | 149                           | 39,660            | – | 39,809 |

 

We believe that the recorded values of all of our other financial instruments, including accounts payable and amounts due to related parties, approximate their current fair values because of their nature and respective maturity dates or durations.

 

37

 

----

Black Tusk Minerals Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

(Expressed in US dollars)

 

| 11. | Subsequent Events |
|-----|-------------------|

|   | a) | On June 26, 2009, the Company issued four convertible notes in exchange for cash proceeds used to pay concession fees due on the Company’s principal mineral properties in Peru. The notes bear interest at 10% per annum and are convertible into the Company’s common shares at a conversion rate of $0.20 per share. The principal amounts and due                        dates are as follows: $12,500 due on August 31, 2009; $10,000 on December 31, 2009; $11,613 on December 31, 2009, and $16,000 on December 31, 2009. In conjunction with the convertible notes, the Company issued warrants to purchase 250,000 common shares of the Company at a price of $0.20 per share until January 23, 2012. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b) | On July 14, 2009, the Company entered into a fee arrangement agreement to settle $2,881 of professional fees included in accounts payable. Pursuant to the agreement the Company issued a convertible note with an aggregate principal amount of $2,500, bearing interest at 4% per annum, and convertible into the Company’s common shares at a conversion                        price of $0.20 and 12,500 warrants to purchase common stock of the Company at $0.20 per share until January 23, 2012. The note is due on the earlier of: (a) January 23, 2012, (b) the Company closing an Acquisition Transaction (defined as the sale of equity securities or securities convertible into equity securities, any merger, consolidation, statutory share exchange or acquisition transaction or any sale of substantially all of the assets of the Company, any similar                        transaction involving the issuance, cancellation or restructuring of equity securities of the Company, unless following the completion of such transaction, the then existing shareholders of the Company own or control, indirectly or directly at least 50% of the voting power or liquidation rights of the Company or the successor of such merger, consolidation or statutory share exchange), or (c) the date the Company raises financing of $250,000 or more. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c) | On August 24, 2009 the Company approved a stock option plan. On August 25, 2009 2,000,000 options were granted at an exercise price of $0.20. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------|

 

38

 

----

**ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

None. 

**ITEM 9A(T).   CONTROLS AND PROCEDURES**

**Disclosure Control and Procedure**

At the end of the period covered by this report on Form 10-K for the year ended May 31, 2009, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the President, who is the principal executive officer, and Treasurer, who is the principal financial and accounting officer, of the effectiveness of the design and operations of the        Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation the President and the Treasurer have concluded that the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and        reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

**Management’s Report on Internal Control Over Financial Reporting**

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for        external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance        with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or        operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of May 31, 2009 based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the principles and framework of the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the        documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of May 31, 2009 and no material weaknesses were discovered. 

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

**Changes in Internal Control Over Financial Reporting**

There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) that occurred during the Company’s the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

**ITEM 9B.   OTHER INFORMATION**

 

None.

 

 

39

 

----

**PART III**

 

**ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS**

**Directors and Executive Officers and Significant Employees**

All directors of the Company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers and significant employees, their ages (as of May 31, 2009), positions held, and date        first elected/appointed, are as follows:

| **Name**        | **Position**                   | **Age** | **Date First Elected/Appointed** |
|-----------------|--------------------------------|---------|----------------------------------|
| Gavin Roy       | President and Director         | 43      | August 9, 2007                   |
| Michael McIsaac | Secretary, Treasurer, Director | 38      | September 10, 2008               |

***Gavin Roy***

Gavin Roy was elected Vice President of the Company on August 9, 2007, resigned as Vice President on April 24, 2008 and was appointed as Director and President effective April 24, 2008. Mr. Roy is currently the principal of Magellan Management Company, a venture capital firm in Vancouver, British Columbia. Prior to forming Magellan Management in 2005, Mr. Roy’s principal occupation        during the past five years has been as an investment advisor with Canaccord Capital Corporation, Octagon Capital Corporation and Global Securities Corporation. Mr. Roy has been a registrant in Canada with the British Columbia, Alberta, Saskatchewan and Ontario securities commissions. Mr. Roy is a director of the following U.S. reporting issuers: Chilco River Holdings, Inc. and Plaza Resources Inc.

***Michael McIsaac***

Mr. McIsaac was appointed as Director, Secretary and Treasurer on September 10, 2008. Mr. McIsaac has been a Chartered Accountant (“CA”) since 1997 and has over 15 years of experience working with public and privately-owned companies. He completed his CA articles with BDO Dunwoody LLP in Vancouver and completed the Institute of Chartered Accountants of British Columbia in-depth        taxation courses while working at Walsh King Chartered Accountants, a CA firm specializing in corporate tax. In 2002, Mr. McIsaac joined Pacific Opportunity Capital Ltd. as Manager of Corporate Finance, where he focused on assisting a broad range of private and public companies with financing issues and solutions. In 2003, Mr. McIsaac joined Johnsen Archer LLP, a medium-sized accounting firm in Vancouver, as a corporate partner. From June 2004 to June 2005, Mr. McIsaac        also served as the chief financial officer of Fortress Minerals Corp., a Canadian company listed on the TSX and a member of the Lundin Group. On June 30, 2008, Mr. McIsaac left Johnsen Archer LLP and founded The Renaissance Group Chartered Accountants Ltd., where he remains as a partner. Mr. McIsaac received his B.A. in Economics from Simon Fraser University in 1993. He is a member of the Canadian Institute of Chartered Accountants and Institute of Chartered Accountants of        British Columbia.

**Significant Employees**

We have no significant employees besides Gavin Roy and Michael McIsaac.

**Family Relationships**

There are no family relationships among our board of directors or officers.

**Involvement in Certain Legal Proceedings**

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

 

 

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|   | 1.         | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;                                                                                                   |
|--------|-----------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 2.         | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);                                                                                                                                                      |
|   | 3.         | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
|   | 4.         | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.                                      |

**Conflicts of Interest**

To our knowledge, and other than as disclosed in this report, there are no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or of any proposed director, officer or other member of management as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of        other companies, and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

**Section 16(a) Beneficial Ownership Reporting Compliance**

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, directors, and persons who beneficially own more than 10% of the Company’s common stock (“10% Stockholders”), to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Such officers, directors and 10% Stockholders are also        required by SEC rules to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended May 31, 2009, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, except for the following:

 

| **NAME AND NATURE OF AFFILIATION**                             | **LATE REPORTS** | **REPORTS NOT FILED** |
|----------------------------------------------------------------|------------------|-----------------------|
| Gavin Roy – President and Director                       | 4                | 0                     |
| Michael McIsaac – Secretary, Treasurer and Director      | 1                | 0                     |
| Kurt Bordian – former Secretary, Treasurer, and Director | 0                | 0                     |

 

**Code of Ethics**

The Company is aware of its corporate governance responsibilities and seeks to operate to the highest ethical standards. However, the Company has not adopted a code of ethics because of its limited size. The Company only has two employees, who also serve as the only two officers and directors, and therefore has not found it necessary to adopt a code of ethics.

**Corporate Governance**

As of August 29, 2009, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate the Company’s        requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the President of the Company at the address on the cover of this annual report.

 

 

41

 

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**Audit Committee**

We do not have a standing audit committee at the present time. To our knowledge, and other than as disclosed in this report, there are no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or of any proposed director, officer or other member of management as a result of their outside business interests except that certain of        the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

We believe that the members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of the Company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of        directors as it currently exists. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any significant revenues from operations to date.

**ITEM 11. EXECUTIVE COMPENSATION**

A summary of cash and other compensation paid to our Principal Executive Officer and other executives for the fiscal year ended May 31, 2009 is as follows:

| **Name and Principal Position**

**(a)**                      | **Year**

**(b)** | **Salary ($)**

**(c)** | **Bonus ($)**

**(d)** | **Stock Awards ($)**

**(e)** | **Option Awards ($)**

**(f)** | **Non-Equity Incentive Plan Compensation ($)**

**(g)** | **Nonqualified Deferred Compensation Earnings ($)**

**(h)** | **All Other Compensation ($)**

**(i)** | **Total ($)**

**(j)** |
|---------------------------------------------------------------|-------------------|-------------------------|------------------------|-------------------------------|--------------------------------|---------------------------------------------------------|--------------------------------------------------------------|-----------------------------------------|------------------------|
| **Gavin Roy**, President and Director (former Vice President) | May 31, 2009      | NIL                     | NIL                    | NIL                           | (1)                            | NIL                                                     | NIL                                                          | (1)                                     | (1)                    |
| May 31, 2008                                                  | NIL               | NIL                     | NIL                    | NIL                           | NIL                            | NIL                                                     | (1)                                                          | (1)                                     |
| May 31, 2007                                                  | NIL               | NIL                     | NIL                    | NIL                           | NIL                            | NIL                                                     | (1)                                                          | (1)                                     |
| **Michael McIsaac**, Secretary, Treasurer and Director        | May 31, 2009      | NIL                     | NIL                    | NIL                           | 500,000                        | NIL                                                     | NIL                                                          | NIL                                     | NIL                    |
| May 31, 2008                                                  | NIL               | NIL                     | NIL                    | NIL                           | NIL                            | NIL                                                     | NIL                                                          | NIL                                     |
| May 31, 2007                                                  | NIL               | NIL                     | NIL                    | NIL                           | NIL                            | NIL                                                     | NIL                                                          | NIL                                     |
| **Kurt Bordian**

Former Secretary, Treasurer and Director    | May 31, 2009      | NIL                     | NIL                    | NIL                           | NIL                            | NIL                                                     | NIL                                                          | NIL                                     | NIL                    |
| May 31, 2008                                                  | NIL               | NIL                     | NIL                    | NIL                           | NIL                            | NIL                                                     | NIL                                                          | NIL                                     |
|                                                          | May 31, 2007      | NIL                     | NIL                    | NIL                           | NIL                            | NIL                                                     | NIL                                                          | NIL                                     | NIL                    |

 

 

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| (1) | Magellan Management Company, of which Mr. Roy is a principal, has provided administrative and consulting services to the Company. On August 31, 2006, Magellan Management Company acquired 400,000 shares of the Company’s common stock at $0.001 per share for consulting services for one year ending August 31, 2007. On September 12, 2007, the                        Company increased its authorized capital from 100,000,000 common shares to 200,000,000 common shares and effected a 2-for-1 forward stock split of its issued and outstanding shares of common stock, thus increasing Magellan’s consulting payment to 800,000 shares. Gavin Roy was elected Vice President of the Company on August 9, 2007 and resigned as Vice President on April 24, 2008. Gavin Roy was appointed President and Director of the Company effective April 24,                        2008. During the fiscal year ended May 31, 2009, the Company paid $26,528.67to Magellan Management Company for administrative and consulting services and granted Magellan Management Company 1,000,000 stock options.. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Narrative Disclosure to Summary Compensation Table**

We do not pay to our directors or officers any salary or ongoing consulting fees. We anticipate that compensation may be paid to an officer in the event that we decide to proceed with advanced exploration programs on the Peru Properties. Please reference the executive compensation table and accompanying footnote above for all information concerning executive and director compensation.

**Other Compensation Information**

The Company does not maintain any long-term compensation plans, and did not maintain such plans at any time during our two most recently completed fiscal years ended May 31, 2009. As such, there were no long-term compensation plan awards or payouts to any of the named executive officers of the Company during our two most recently completed fiscal years ended May 31, 2009 and 2008.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

**Outstanding Equity Awards at Fiscal Year-End**

On August 24, 2009, the Company’s Board of Directors adopted the Black Tusk Minerals Inc. 2009 Nonqualified Stock Option Plan (the “*Plan*”). The Plan is subject to approval by shareholders at the Company’s next annual meeting. 

 

Pursuant to the Plan, stock options may be granted to any person who is performing or who has been engaged to perform services of special importance to management of the Company in the operation, development and growth of the Company. The maximum number of shares with respect to which stock options may be granted under the Plan may not exceed 2,500,000. All stock options granted under the Plan shall be        nonqualified stock options and shall be evidenced by agreements, which shall be subject to the applicable provisions of the Plan. The foregoing description of the Plan is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to Company’s Current Report on Form 8-K filed with the SEC on August 29, 2009.

 

On August 25, 2009, the Committee (as defined in the Plan) and the Company’s Board of Directors authorized and approved the following stock option grants at an exercise price of $0.20 per share, which was the closing price of the Company’s common shares on the OTC Bulletin Board on the trading day immediately prior to the date of grant:

| **Name**                    | **Stock Options** | **Exercise Price** |
|-----------------------------|-------------------|--------------------|
| Magellan Management Company | 1,000,000         | $0.20              |
| Michael McIsaac             | 500,000           | $0.20              |
| Robert Krause               | 500,000           | $0.20              |

 

**Retirement, Resignation or Termination Plans**

We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our Company or as a result of a change in the responsibilities of an executive following a change in control of our Company.

 

 

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**Compensation of Directors**

We do not pay to our directors any compensation for serving on our board of directors.

**Employment Contracts and Termination of Employment and Change-In-Control Arrangements**

None.

**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS**

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of August 29, 2009 by:

|   | **•** | each person who is known by us to beneficially own more than 5% of our issued and outstanding shares of common stock; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------|

|   | **•** | our named executive officers; |
|--------|------------|-------------------------------|

|   | **•** | our directors; and |
|--------|------------|--------------------|

|   | **•** | all of our executive officers and directors as a group. |
|--------|------------|---------------------------------------------------------|

 

 

| **(1) Title of Class**                        | **(2) Name and Address of Beneficial Owner**                          | **(3) Amount and Nature of Beneficial Owner**                                                                                                                         | **(4) Percent of Class*** |
|-----------------------------------------------|-----------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|
| **Directors and Named Executive Officers**    |
| Common Stock                                  | Gavin Roy

7425 Arbutus Street

Vancouver, BC V6P 5T2                 | 4,110,000 shares directly and indirectly owned by the President (1,160,000 indirectly owned as principal of Magellan Management Company and 2,950,000 directly owned) | 17.6%                     |
| Common Stock                                  | Michael McIsaac

5530 Baillie Street

Vancouver, BC V5Z 3M8           | 253,333 shares directly owned                                                                                                                                         | 1.1%                      |
| **Directors and Named Executives as a Group** |                                                                  | 4,363,333                                                                                                                                                             | 18.6%                     |
| **5% Shareholders**                           |
| Common Stock                                  | Cede & Co.

PO Box 222

Bowling Green Station

New York, NY 10274 | 3,436,000 shares directly owned                                                                                                                                       | 15%                       |
| Common Stock                                  | Matthew Fahey

650 – 1500 W. Georgia St.

Vancouver, BC V6G 3A9 | 1,700,000 shares directly owned                                                                                                                                       | 7.3%                      |
| Common Stock                                  | Robin Lyman

1322 Devonshire St.

Vancouver, BC V6H 2G4               | 1,700,000 shares directly owned                                                                                                                                       | 7.3%                      |
|                                               |                                                                       |                                                                                                                                                                       |                           |  |  |  |

 

 

 

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| Common Stock | Magellan Management Co.

7425 Arbutus Street

Vancouver, BC V6P 5T2     | 1,160,000 shares directly owned | 5%   |
|--------------|-------------------------------------------------------------------------|---------------------------------|------|
| Common Stock | Leonard Raymond de Melt

810 Malecon Cisneros Miraflores

Lima 18, Peru | 1,580,000 shares directly owned | 6.7% |
| Common Stock | Stacy de Melt                                                           | 2,200,000 shares directly owned | 9.4% |

* Percentages are calculated on a partially diluted basis based on 23,418,576 shares issued and outstanding on August 29, 2009 and shares acquirable by the holder within the next 60 days.

We have no knowledge of any other arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**

Except for the transactions described below, none of our directors, executive officers or more-than-five-percent shareholders, nor any associate, affiliate, or family member of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, since the start of the fiscal year ending May 31, 2009, which has materially affected or will materially affect        us. 

|   | **•** | During the year ended May 31, 2009, the Company recognized a total of $6,000 (2008 - $6,000) for donated services at $500 per month, and $3,000 (2008 - $3,000) for donated rent at $250 per month provided by the President of the Company. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | At May 31, 2009, the Company is indebted to a shareholder of the Company for a cash advance of $nil (2008 - $5,000). This amount is unsecured, non-interest bearing and due on demand. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | At May 31, 2009, the Company is indebted to a director of the Company for $1,625 (2008 - $1,625), representing consideration for returning 3,250,000 shares of common stock to the Company for cancellation. This amount is unsecured, non-interest bearing and due on demand. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | At May 31, 2009, the Company is indebted to the former president of the Company for $1,375 (2008 - $1,375), representing consideration for returning 2,750,000 shares of common stock to the Company for cancellation. This amount is unsecured, non-interest bearing and due on demand. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | At May 31, 2009, the Company is indebted to the president of the Company for $6,435 (2008 - $nil), representing expenses paid on behalf of the Company. This amount is non-interest bearing, unsecured and has no specific repayment terms. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | On June 26, 2008, the Company received a cash loan of $4,000 secured by a promissory note, bearing interest at 8% per annum. The note is unsecured and was due on August 26, 2008. The cash loan was repaid on August 8, 2008 and the Company paid interest of $200 on the loan |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Other than as set forth above, none of our directors, executive officers or more-than-five-percent shareholders, nor any associate, affiliate, or family member of the foregoing, has entered into any agreement with the Company in which any of them is to receive from the Company or provide to the Company anything of value.

 

**Director Independence**

We currently act with two directors: Gavin Roy and Michael McIsaac. We have determined that neither Mr. Roy nor Mr. McIsaac is an independent director as defined by Nasdaq Marketplace Rule 5605(a)(2) due to the fact that they are current executive officers.

 

 

45

 

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**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**

**Audit Fees**

The aggregate fees billed by the Company’s auditors for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements for fiscal years ended May 31, 2009 and 2008 and reviews of the consolidated financial statements included in the Company’s Forms 10-K for fiscal years ended May 31, 2009 and 2008 were $16,350 and $15,432        , respectively.

**Audit-Related Fees**

The aggregate fees billed by the Company’s auditors for any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under ‘Audit Fees’ above for fiscal years ended May 31, 2009 and 2008 were $Nil and $Nil,respectively.

**Tax Fees**

The aggregate fees billed by the Company’s auditors for professional services for tax compliance, tax advice, and tax planning for fiscal years ended May 31, 2009 and 2008 were $Nil and $Nil,respectively.

**All Other Fees**

The aggregate fees billed by the Company’s auditors for all other non-audit services rendered to the Company, such as attending meetings and other miscellaneous financial consulting, for fiscal years ended May 31, 2009 and 2008 were $Nil and $Nil,respectively.

 

 

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**PART IV**

 

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

 

**Financial Statements**

 

The following financial statements have been filed with this Annual Report on Form 10-K and are presented in Item 8, herein.

 

1. Report of Independent Registered Public Accounting Firm

 

2. Consolidated Balance Sheets

 

3. Consolidated Statements of Operations 

 

4. Consolidated Statements of Cash Flows

 

5. Consolidated Statements of Stockholders Equity (Deficit)

 

6. Notes to the Consolidated Financial Statements 

 

**Exhibits**

 

| 3.1  | Articles of Incorporation (incorporated by reference from our SB-2 filed on September 28, 2006)                                                                                                                                                            |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2  | Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on September 11, 2007)                                                                                                                                          |
| 3.3  | Bylaws (incorporated by reference from our SB-2 filed on September 28, 2006)                                                                                                                                                                               |
| 10.1 | Property Acquisition Agreement, dated August 24, 2006, between Black Tusk Minerals Inc. and George E. Nicholson Limited (incorporated by reference from our SB-2 filed on September 28, 2006)                                                              |
| 10.2 | Term Sheet, dated August 13, 2007, among Black Tusk Minerals Inc., Leonard Raymond De Melt and Marlene Ore Lamilla (incorporated by reference from our Current Report on Form 8-K filed on August 14, 2007)                                                |
| 10.3 | Master Purchase Agreement, dated December 5, 2007, among Black Tusk Minerals Inc., Black Tusk Minerals Peru SAC, Leonard Raymond De Melt and Marlene Ore Lamilla (incorporated by reference from our Current Report on Form 8-K filed on December 7, 2007) |
| 10.4 | Mining Concessions and Claims Transfer Agreement, dated December 5, 2007, between Black Tusk Minerals Peru SAC and Marlene Ore Lamilla (English Translation) (incorporated by reference from our Current Report on Form 8-K filed on April 28, 2008)       |
| 10.5 | Fee Arrangement Agreement with Dorsey & Whitney LLP, dated May 29, 2009                                                                                                                                                                                |
| 10.6 | Fee Arrangement Agreement with Rodrigo, Elías & Medrano Abogados, dated May 29, 2009                                                                                                                                                            |
| 10.7 | Fee Arrangement Agreement with Forstrom Jackson, Barristers and Solicitors, dated July 14, 2009                                                                                                                                                            |
| 10.8 | Black Tusk Minerals Inc. 2009 Nonqualified Stock Option Plan (incorporated by reference from our Current Report on Form 8-K filed on August 29, 2009)                                                                                                      |
| 23.1 | Consent of Glen MacDonald                                                                                                                                                                                                                                  |
| 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 filed pursuant to Rule 13a-14(a) of the Exchange Act                                                                                                                            |

 

 

 

47

 

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| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 32.2 | Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

 

48

 

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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.** |
|--------|------------------------------|

 

 

| August 31, 2009 | By:__/s/  Gavin Roy________________________ |
|-----------------|--------------------------------------------------|

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

 

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.** |
|--------|------------------------------|

 

 

| August 31, 2009 | By:__/s/  Michael McIsaac_____________________ |
|-----------------|-----------------------------------------------------|

|   | Michael McIsaac, Secretary, Treasurer and Principal |
|--------|-----------------------------------------------------|

|   | Financial and Accounting Officer |
|--------|----------------------------------|

 

 

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

 

| **Signature** |                | **Title** |                                           | **Date** |
|---------------|---------------------|-----------|------------------------------------------------|----------|
|          |                |      |                                           |     |
|          | /s/ Gavin Roy       |      | President, and Director                        |     | August 31, 2009 |
|          | Gavin Roy           |      | (Principal Executive Officer)                  |     |   |
|          | /s/ Michael McIsaac |      | Secretary, Treasurer, and Director             |     | August 31, 2009 |
|          | Michael McIsaac     |      | (Principal Financial and 

Accounting Officer) |     |   |

 

 

 

49

 

----