U.S.
Securities and Exchange Commission





Washington,
D.C. 20549





Form
10-K





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





For
the fiscal year ended September 30, 2010





or





 ̈
            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:000-53610





Tuffnell
Ltd.


(Exact
name of registrant as specified in its charter)





Nevada
                26-2463465(State
      or other jurisdiction of
                (I.R.S.
      Employer Identification No.)incorporation
      or organization)





81 Oxford
Street


London, WID 2EU, United
Kingdom





(Address
of principal executive offices)





Registrant’s
telephone number, including area code: 011-44-
020-7903-5084





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





Securities
      registered pursuant to Section 12(g) of the Act:
                              Common Stock, $.001 par
    valueTitle
      of Class





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





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





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈    No
 ̈





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





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





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes ̈ Nox





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s year ended September 30, 2010:
$20,059,200.




APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





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





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the last practicable date:  January 5,
2011:  59,360,000 shares of common stock, $.001 par
value.





DOCUMENTS
INCORPORATED BY REFERENCE





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





Tuffnell
Ltd.





TABLE
OF CONTENTS





PART
      IItem
      1
                                                                Business
                                                                3Item
      1A
                                                                Risk
      Factors
                                                                8Item
      2
                                                                Properties
                                                                14Item
      3
                                                                Legal
      Proceedings
                                                                22Item
      4
                                                                (Removed
      and Reserved)
                                                                22PART
      IIItem
      5
                                                                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                23Item
      6
                                                                Selected
      Financial Data
                                                                24Item
      7
                                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                24Item
      7A
                                                                Quantitative
      and Qualitative Disclosures About Market Risk
                                                                26Item
      8
                                                                Financial
      Statements and Supplementary Data
                                                                27Item
      9
                                                                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                                39Item
      9A
                                                                Controls
      and Procedures
                                                                40Item
      9B
                                                                Other
      Information
                                                                41PART
      IIIItem
      10
                                                                Directors,
      Executive Officers and Corporate Governance
                                                                41Item
      11
                                                                Executive
      Compensation
                                                                43Item
      12
                                                                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                44Item
      13
                                                                Certain
      Relationships and Related Transactions, and Director
      Independence
                                                                45Item
      14
                                                                Principal
      Accounting Fees and Services
                                                                46PART
      IVItem
      15
                                                                Exhibits,
      Financial Statement Schedules
                                                                46Signatures
                                                                48




2


PART
I





Item
1.    Business





Tuffnell
Ltd. (the “Company”)  is seeking to become a producer of gold and
silver ore, and of other precious metals. The Company presently owns a mining
prospect in the state of Nevada, and a mining prospect in the State of Arizona.
The undeveloped properties are being evaluated by the Company.





The
Company  owns mining in Nevada and Arizona, and is seeking to acquire
additional undeveloped gold and silver mining properties and will seek to
evaluate such properties upon their acquisition.





We intend
to pursue growth opportunities through organic growth, as well as through an
opportunistic acquisition strategy.





·
            Organic growth. We will
      evaluate opportunities to discover and exploit previously untapped
      reserves.





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





Plan
of Operations





Overview





We are a
natural resource exploration company with an objective of acquiring, exploring,
and if warranted and feasible, exploiting natural resource properties. Our
primary focus in the natural resource sector is gold.





We do not
anticipate going into productions ourselves but instead anticipate optioning or
selling any ore bodies that we may discover to a major mining company. Most
major mining companies obtain their ore reserves through the purchase of ore
bodies found by junior exploration companies such as the Company. Although these
major mining companies do exploration work themselves, many of them rely on the
junior resource exploration companies to provide them with future deposits for
them to mine. By optioning or selling a deposit found by us to these major
mining companies, it would provide an immediate return to our shareholders
without the long time frame and cost of putting  mines into operation
ourselves, and it would also provide future capital for the Company to continue
operations.





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


3


Natural
resource exploration and development requires significant capital and our assets
and resources are very limited. Therefore, we anticipate participating in the
natural resource industry through the purchase or option of early stage
undeveloped properties.   To date, we have one property under
option and own another property.





General





The
Company was incorporated in the State of Nevada on July 26, 2007. On February
26, 2010, the Company’s principal shareholder entered into a stock purchase
agreement which provided for the sale of 31,500,000 shares of Common Stock of
the Company to George Dory. Effective February 26, 2010, Mr. Dory was appointed
Chief Executive Officer, President, Chief Financial Officer, Treasurer and
Director of the Company. Mr. Dory will be paid $4,000 per month for his services
to the Company. The Common Stock of the Company is trading on the
over-the-counter Bulletin Board under the symbol TUFF.





Market
Outlook





Market
indicators have shown increased strength for gold, silver and certain other
metals during recent years.





Potential
causes of constrained supply may include the difficulty in obtaining capital
funding and obtaining mining permits.





Recent
developments related to underground and surface mining are expected to result in
greater regulatory oversight, and may result in more stringent regulations and
perhaps additional legislation. These developments add further uncertainty and
may cause additional constraints. As the economy continues to recover, demand
for gold, silver and certain other metals may rise. Increased demand, coupled
with supply constraints, could result in increased demand.





Potential
legislation, regulation, treaties and accords at the local, state, federal and
international level, and changes in the interpretation or enforcement of
existing laws and regulations, have created uncertainty and could have a
significant impact on demand and our future operational and financial results.
For example, the increased scrutiny of surface mining could make it difficult to
receive permits or could otherwise cause production delays in the
future.





Sales
and Marketing





Although
the Company does not presently have any marketing staff, we intend to contract
with third-party producers to mine future owned or leased properties on a rate
per ounce or cost plus basis.  We intend to sell any gold, silver and
other metals produced by our future operations and third-party
producers.  Our future sales and marketing group may include personnel
dedicated to performing sales functions, transportation, distribution, market
research, contract administration, and credit/risk management
activities.


4


Suppliers





The main
types of goods we expect to purchase or lease are mining equipment and
replacement parts, steel-related  products, belting products,
lubricants, vehicles, fuel and tires. We do not believe that we will become
dependent on any individual supplier other than for purchases or lease of
certain mining equipment. The supplier base providing mining materials has been
relatively consistent in recent years. Purchases of certain mining equipment are
concentrated with one principal supplier; however, supplier competition
continues to develop.





Competition





The gold
and silver mining industry is highly competitive.





A number
of factors beyond our control affect the markets for gold, silver and other
metals. Continued demand for any production and the prices obtained by us depend
primarily on the consumption patterns of such industries in the U.S. and
elsewhere around the world; the availability, location, cost of and price of
competing sources. The most important factors on which we will compete are
delivered price (i.e., including transportation costs, which may be paid by our
customers), gold and silver quality characteristics and reliability of
supply.





Asset
Retirement Obligations





Asset
retirement obligations will primarily represent the present value of future
anticipated costs to restore surface land to levels equal to or greater than
pre-mining conditions, as required by the Surface Mining Control and Reclamation
Act (SMCRA).





Remediation
Obligations





Remediation
obligations primarily represent the present value of future anticipated costs
for water treatment of selenium and other similar discharges in excess of
allowable limits, as required by mining permits.





Regulatory
Matters





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





Future
legislation and regulations are expected to become increasingly restrictive, and
there may be more rigorous enforcement of existing and future laws and
regulations. Depending on the development of future laws and regulations, we may
experience substantial increases in equipment and operating costs and may
experience delays, interruptions or termination of operations. Failure to comply
with these laws and regulations may result in the assessment of administrative,
civil and criminal fines or penalties, the acceleration of cleanup and site
restoration costs, the issuance of injunctions to limit or cease operations and
the suspension or revocation of permits and other enforcement measures that
could have the effect of limiting production from our future
operations.





Mine
Safety and Health





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




5




The
United States, Canada and other countries in which we may operate have programs
for mine safety and health regulation and enforcement. As a result of
industry-wide fatal accidents in recent years, primarily at underground mines,
several states have adopted new safety and training regulations. In addition,
MSHA has issued numerous new policies and regulations addressing, but not
limited to, the following: emergency notification and response plans, increased
fines for violations and additional training and mine rescue coverage
requirements. Collectively, federal and state safety and health regulation in
the mining industry is perhaps the most comprehensive and pervasive system for
protection of employee health and safety affecting any segment of U.S. industry.
While these changes may have a significant effect on our future operating costs,
our U.S. competitors with underground and surface mines are subject to the same
degree of regulation.





Mining
Control and Reclamation Regulations





The SMCRA
is administered by the Office of Surface Mining Reclamation and Enforcement
(OSM) and establishes mining, environmental protection and reclamation standards
for all aspects of U.S. surface mining as well as many aspects of underground
mining. Mine operators must obtain SMCRA permits and permit renewals for mining
operations from the OSM. Where state regulatory agencies have adopted federal
mining programs under SMCRA, the state becomes the regulatory authority. States
in which we expect to have active future mining operations have achieved primary
control of enforcement through federal authorization.





SMCRA
permit provisions include requirements for prospecting; mine plan development;
topsoil removal, storage and replacement; selective handling of overburden
materials; mine pit backfilling and grading; protection of the hydrologic
balance; subsidence control for underground mines; surface drainage control;
mine drainage and mine discharge control and treatment; and
re-vegetation.





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





Once a
permit application is prepared and submitted to the regulatory agency, it goes
through a completeness and technical review. Public notice of the proposed
permit is given for a comment period before a permit can be issued. Some SMCRA
mine permit applications take over a year to prepare, depending on the size and
complexity of the mine, and often take six months to two years to be issued.
Regulatory authorities have considerable discretion in the timing of the permit
issuance and the public has the right to comment on and otherwise engage in the
permitting process, including public hearings and through intervention in the
courts.





SMCRA
requires compliance with many other major environmental programs. These programs
include the Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act (RCRA), the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA) and employee right-to-know provisions. Besides OSM, other
federal regulatory agencies are involved in monitoring or permitting specific
aspects of mining operations. The Environmental Protection Agency (EPA) is the
lead agency for states with no authorized programs under the Clean Water Act,
RCRA and CERCLA. The U.S. Army Corps of Engineers (ACOE) regulates activities
affecting navigable waters and the U.S. Bureau of Alcohol, Tobacco and Firearms
regulates the use of explosive blasting.


6


Mine
Closure Costs





Various
federal and state laws and regulations, including SMCRA, will require us to
obtain surety bonds or other forms of financial security to secure payment of
certain long-term obligations, including mine closure or reclamation costs,
federal and state workers’ compensation costs and other miscellaneous
obligations. Many of these bonds are renewable on a yearly basis. Surety bond
costs have increased in recent years.





Environmental
Laws





We may
become subject to various federal and state environmental laws and regulations
that will impose significant requirements on our operations. The cost of
complying with current and future environmental laws and regulations and our
liabilities arising from past or future releases of, or exposure to, hazardous
substances, may adversely affect our business, results of operations or
financial condition. In addition, environmental laws and regulations,
particularly relating to air emissions, can reduce our
profitability.





Numerous
federal and state governmental permits and approvals are required for mining
operations. When we apply for these permits or approvals, we may be required to
prepare and present to federal or state authorities data pertaining to the
effect or impact that a proposed exploration for, or production or processing
of, may have on the environment. Compliance with these requirements can be
costly and time-consuming and can delay exploration or production operations. A
failure to obtain or comply with permits could result in significant fines and
penalties and could adversely affect the issuance of other permits for which we
may apply.





Clean
Water Act





The U.S.
Clean Water Act and corresponding state and local laws and regulations affect
mining operations by restricting the discharge of pollutants, including dredged
or fill materials, into waters of the United States. The Clean Water Act
provisions and associated state and federal regulations are complex and subject
to amendments, legal challenges and changes in implementation. As a result of
recent court decisions and regulatory actions, permitting requirements have
increased and could continue to increase the cost and time we expend on
compliance with water pollution regulations.





These and
other regulatory requirements, which have the potential to change due to legal
challenges, Congressional actions and other developments, increase the cost of,
or could even prohibit, certain current or future mining operations. Our
operations may not always be able to remain in full compliance with all Clean
Water Act obligations and permit requirements, and as a result we may be subject
to compliance orders and private party litigation seeking fines or penalties or
changes to our operations.





Clean
Water Act requirements that may affect our operations include the
following:


7


Section
404





Section
404 of the Clean Water Act requires mining companies to obtain ACOE permits to
place material in streams for the purpose of creating slurry ponds, water
impoundments, refuse areas, valley fills or other mining activities. Our
construction and mining activities, including our surface mining operations,
will frequently require Section 404 permits. ACOE issues two types of permits
pursuant to Section 404 of the Clean Water Act: nationwide (or “general”) and
“individual” permits. Nationwide permits are issued to streamline the permitting
process for dredging and filling activities that have minimal adverse
environmental impacts. An individual permit typically requires a more
comprehensive application process, including public notice and comment, but an
individual permit can be issued for ten years (and may be extended thereafter
upon application).





The
issuance of permits to construct valley fills and refuse impoundments under
Section 404 of the Clean Water Act, whether general permits commonly described
as the Nationwide Permit 21 (NWP 21), or individual permits, has been the
subject of many recent court cases and increased regulatory oversight, the
results of which may materially increase our permitting and operating costs,
result in permitting delays, suspend any then current operations or prevent the
opening of new mines.





Item
1A. Risk Factors





General
Risks





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





The
probability of our prospective mining claims having commercial reserves is
remote, and any funds spent on exploration will probably be lost.  In
all probability, our claims do not contain any commercial reserves, or may
contain reserves which are not economically feasible to recover.  As
such, any funds spent on exploration will, in all probability, be
lost.





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





The
Company has not commenced any production, thus it has had no revenues and faces
a high degree of risk. We do not own any
currently producing properties, nor own any property that has proven reserves of
commercially viable quantities of valuable metals.  Accordingly, we
have no revenues and we have no way to evaluate the likelihood that our business
will be successful. We have been involved primarily in organizational
activities, due diligence on potential claims and preliminary exploration
activities relating to our Little Butte property.  We have not
generated any revenues since our inception.


8


You
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 mineral properties. These potential problems include, but are not
limited to, unanticipated problems relating to exploration, and additional costs
and expenses that may exceed current estimates. Prior to completion of our
exploration stages, we anticipate that we will continue to incur increased
operating expenses without realizing any revenues. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from the development of our mining
properties and the production of minerals from our claims, we will not be able
to earn profits or continue operations. If we are unsuccessful in addressing
these risks, the business of the Company will most likely fail.





We lack a
significant operating history and have losses which we expect to continue into
the future. We
were incorporated on July 26, 2007, and we have not started any significant
development of our mining properties or realized any revenues. We have no
operating history upon which an evaluation of our future success or failure can
be made.  Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to explore our mining claims
and our ability to generate revenues from operations from our
claim.  Based upon our current plans, we expect to incur operating
losses in the foreseeable future.  This will happen because there will
be expenses associated with the research and exploration of our present and
future mineral properties when they are acquired, and we may not generate
revenues in the future.   Failure to generate revenues may cause
us to suspend or cease activities.





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





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





Because
our officer and directors of the company have other business activities and will
only be devoting a percentage of their time to our operations, our operations
may be sporadic with periodic interruptions or suspensions of
exploration.





Risks
in the Mining Industry





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


9


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





If access
to our mineral claims is restricted by inclement weather, we may be delayed in
our exploration and any future mining efforts.  It is possible that
snow, rain, or other environmental factors could cause the mining roads
providing access to our future claims to become impassable. If the roads are
impassable, we would be delayed in our exploration timetable and incur
unforeseen expenses.





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





In
addition, the legal and regulatory environment that pertains to the exploration
of gold and silver is subject to change. Change in existing regulations and new
regulations could increase our costs of doing business, and prevent us from
beginning or continuing operations.





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





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





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





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


o  industrial
and jewelry demand;


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


o  central
bank lending, sales and purchases of gold or copper;


o  forward
sales of gold and silver by producers and speculators;


10


o  production
and cost levels in major metal-producing regions;


o  rapid
short-term changes in supply and demand because of speculative or hedging
activities; and


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





Gold and
silver exploration and prospecting is highly competitive and speculative
business and we may not be successful in seeking available
opportunities.





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





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





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





All
mining is regulated by the government agencies at the federal, state and county
levels of government in the United States.  Compliance with such
regulation has a material effect on the economics of our operations and the
timing of project development.  Our primary regulatory costs are
expected to be related to filing fees pertaining to the location of unpatented
mining claims which were staked on Federal ground.  In the event
mineralization of commercial interests would be found by the exploration
program, obtaining licenses and permits from government agencies before the
commencement of mining activities would be very expensive and time consuming. An
environmental impact study may be required to be undertaken on our property in
order to obtain governmental approval to commence and conduct mining on
our  properties.





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





We face
substantial governmental regulation.





Safety





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


11


Current
Environmental Laws and Regulations





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





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


o  the
U.S. Endangered Species Act;


o  the
Clean Water Act;


o  the
Clean Air Act;


o  the
U.S. Resource Conservative and Recovery Act ("RCRA");


o  the
Migratory Bird Treaty Act;


o  the
Safe Drinking Water Act;


o  the
Emergency Planning and Community Right-to-Know Act;


o  the
Federal Land Policy and Management Act;


o  the
National Environmental Policy Act; and


o  the
National Historic Preservation Act.





The
United States Environmental Protection Agency continues the development of a
solid waste regulatory program specific to mining operations such as our
proposed operation, where the mineral extraction and beneficiation wastes are
not regulated as hazardous wastes.





Our
future properties may be in a historic mining district with past production and
abandoned mines.  We may be exposed to liability, or assertions of
liability that would require expenditure of legal defense costs under joint and
several liability statutes for cleanups of historical wastes that have not yet
been completed.





Environmental
Regulations





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





Potential
Legislation





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


12


Governmental
Regulation





If we
commence mining operations in the future, we will be subject to inspection and
regulation by:





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


o  The
Occupational Safety and Health Administration ("OSHA") also has jurisdiction
over safety and health standards  not covered by MSHA.





Environmental
Liability





We are
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste rock and materials that could occur as a
result of our mineral exploration and production.  To the extent that
we are subject to environmental liabilities, the payment of such liabilities or
the costs that we may incur to remedy environmental pollution would reduce funds
otherwise available to us and could have a material adverse effect on our
financial condition or results of operations. If we are unable to fully remedy
an environmental problem, we might be required to suspend operations or enter
into interim compliance measures pending completion of the required remedy. The
potential exposure may be significant and could have a material adverse effect
on us.  We have not purchased insurance for environmental risks
(including potential liability for pollution or other hazards as a result of the
disposal of waste products occurring from exploration and production) because it
is not generally available at a reasonable price.





Environmental
Permits





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





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





There may
be possible title defects on our future mining claims.





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


13


We may
not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend activities.





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





Item
1B.  Unresolved Staff Comments.





None





Item
2.     Properties.





The principal executive offices of the
Company are leased and are located at 81 Oxford Street London, WID 2EU, United
Kingdom.


.


Mineral
Exploration Property - Little Butte





On March
12, 2010, the Company entered into an Option Agreement (the "Agreement")
with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest
granted the Company the sole and exclusive right and option to acquire an
undivided 100% right, title and interest in and to the Little Butte property
subject only to a royalty, being located in LaPaz
County, Arizona.





Under the
terms of the Agreement, MinQuest, Inc. has granted the Company the sole and
exclusive option to acquire a 100% undivided interest in and to the property by
making cash payments to MinQuest, Inc. of $39,261 on signing the Agreement,
$10,000 on or before February 25th 2011,
$20,000 US on or before March 12, 2011, $20,000 on or before the February
25th
2012, $30,000 on or before March 12, 2012, $30,000 on or before February 25th 2013,
$40,000 on or before March 12, 2013, $40,000 on or before February 25th 2014,
$50,000 on or before March 12, 2014, $175,000 on or before February 25th 2015,
$60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016 and
$60,000 on or before March 12, 2017. The Company shall also be responsible for
making all necessary property payments and taxes to keep the property in good
standing.





The
Company shall complete the following exploration expenditures on the property as
follows: (i) $250,000 on or before the first anniversary of the signing of the
Agreement (ii) $250,000 on or before the second anniversary of the signing of
the Agreement; (iii) $300,000 on or before the fourth anniversary of the signing
Agreement; (iv) $300,000 on or before the fifth anniversary of the signing of
the Agreement; (v) $300,000 on or before the sixth anniversary of the signing of
the Agreement; and (vi) $300,000 on or before the seventh anniversary of the
signing of the Agreement .


14


If and
when the option has been exercised, a 100% right title and interest in and to
the property shall vest in the Company free and clear of all charges except for
the Royalty. The Company may terminate the Agreement at any time by giving 30
days notice of such termination of the Agreement.





If the
Company is in default of the Agreement, MinQuest may terminate the Agreement but
only if:





(a)
MinQuest has first given the Company notice of the default containing
particulars of the obligations which the Company has not performed and (b) the
Company has not, within 30 days following delivery of such notice, cured such
default by appropriate payment or performance.





The
Company completed its preliminary Phase 1 drilling tests for its Little Butte
project during September 10, 2010.  Several holes had significant
intercepts.  For example, Hole LB1010 had the best intercept at the
northern-most hole drilled to test an interpreted fault zone and has discovered
high-grade gold/copper mineralization under the gravel cover.  LB1010
contains 15 feet averaging 0.25 oz/ton gold between 20 and 35
feet.  The gold intercepts include 5 feet averaging 0.59
oz/ton.  In addition the hole contains 95 feet averaging 1.13% copper
between 10 and 105 feet depth including 15 feet averaging 4.41%
copper.  The mineralization in LB1010 was evidenced by gold values up
to 0.59 oz/ton over 5 feet and copper values as high as 7.63% over 5
feet.  This new discovery under gravel cover has only one intercept so
true widths of intercepts cannot yet be established.  However, the
current interpretation of a vertically oriented fault zone is shown on the
LB1010 cross-section.  One other high-grade gold intercept (5 feet @
2.98 oz/ton gold) is noted in hole LB1009 to the south on the same fault
zone.  Because it is only a single assay interval, it is much less
significant that LB1010.





Land
Status: MinQuest Inc. holds the property via 85 unpatented mining claims which
are 100 percent owned and 7 patented claims, which are optioned with no retained
royalty.  12  of the 85 unpatented claims  were
recently located bringing the total land package to approximately 1,840
acres.  The Company has optioned the entire property package from
MinQuest, Inc.





History: The
first claims in the area, which became known as the Plomosa Mining District,
were staked in the 1890’s.  The largest producer was the Little Butte
Copper Mine, from which copper-gold ore mined averaged 4-6 percent copper and
0.2-0.3 oz/ton (7-10 g/t) gold according to 1940-1942
records.  Earlier production appears to have been somewhat higher
grade but production figures are not available.  The ore was mined
from a northwest trending fault zone which dips to the northeast.  The
host rocks are Tertiary age sediments.  Gold was mined from workings
west and southwest of the Little Butte Copper Minehosted by Precambrian
granite.  These high angle quartz-hematite veins dominantly trend
north to northeasterly but some trend northwesterly.  The only
recorded production from these areas, dated 1910 and 1911, averaged 1.13 oz/ton
(38.7 g/t) gold.  Total recorded production (1910-11, 1929-31, 1940-42
only) for the districtis only 5,000 ounces of
gold, 350,000 pounds of copper and 7,000 ounces of silver.





The most
recent attempt to mine in the district was conducted in 1960 when Loma Grande
Mining Company attempted to vat leach gold using cyanide.  The venture
failed, apparently because of a lack of experience on the part of the
operator.  In the period 1983 to 1990 several significant exploration
programs were conducted.  Tenneco drilled 6,005 feet in 24 holes in
the granitic basement rocks south of Little Copper Butte in
1983-84.  U.S. Borax drilled 8,790 feet in 18 holes in the
southwestern part of the district in 1984-86.  Homestake drilled
20,200 feet in 54 holes  in sediments in the northern portion of the
district in1988-91.  Only U.S. Borax analyzed drill cuttings for
copper.  All other drilling was only analyzed for
gold.  MinQuest, Inc. has conducted some analysis for
copper.


15


Geology
and Mineralization:  Basement rocks at Little Butte consist of
Precambrian age granite, gneiss and to a lessor extent,
schist.  Tertiary age sediments and volcanics were deposited on the
Precambrianrocks
beginning with a basal conglomerate derived from the basement.





Above the
conglomerate is a thick section of arkose-rich sediments.  This
section, which also contains siltstone, limestone and a few tuffaceous units is
often calcareous.  The arkosic portion of the section hosts the bulk
of the copper-gold mineralization tested by Homestake.





Above the
arkose-rich section there is a rapid change to  volcanic dominated
strata.  Andesitic to basaltic flows and tuff are interbedded with
lesser limestone, sandstone, shale and siltstone. Andesite to rhyolite dikes are
common.  All of the above rocks, with the possible exception of some
younger basalt flows and mafic dikes are altered by the mineralizing
event.





Doming,
caused by the inferred emplacement of a Tertiary age intrusive, has tilted older
Tertiary sediments and erosion has exposed Precambrian basement
rocks.  This doming has a northwest elongation parallel to the
regional bedding trend.  Regionally, rocks dip southwest, but around
the dome rocks dip off of the former high.  The most prominent
structures trend northwest, with northeast faults less conspicuous and
north-south faults common but poorly defined.  The northwest and
northeast sets appear to be tensional features while the north-south set is
strike slip in origin. The northwest set is dominant, probably younger than
other trends and may be in part post-mineral.  Rotation along
half-graben faults is evident especially along northwest trending faults in the
northeastern portion of the district.  The north-south and northeast
structure sets appear most mineralized.





Quartz-hematite-sulfide
(oxidized) stockworks and sheeted vein structures are found within the granitic
basement rocks over a 3,000 feet by 4,000 feet area.  A recently
completed study of stockwork veining within this area shows alteration and
mineralization characteristic of a Grasberg style system.  Early
widespread intense potassic alteration is cut by hematite veins and then by
quartz-sulfide veins.  Grab samples used in the study and containing
quartz-sulfide veins assayed as high as 1.05 oz/t (36 g/t)
gold.  Fluid inclusion temperatures as well as the lack of skarn
indicates the current level of erosion is high in the mineralizing
system.  The gold seen at surface could be leakage from a much larger
mineralized cupola occurring above an intrusive body at depth. While the
immediate target is the shallow sediment hosted mineralization, at some point
deeper drilling will be needed to test the stockworks and the deep
cupola.





A
detachment fault has been documented south of the district.  No
associated mineralization has been found.





Plotting
of all known rock chip and drill hole geochemistry for the district shows a
distinct metal zonation.  A molybdenum rich core (>50ppm) is
surrounded by a generally northeast trending copper-gold zone where many samples
average greater than 0.1 % copper and 0.15 ppm gold.  This zone as
currently defined is 6,500 feet wide and 13,000 feet long.  It is open
ended.  Anomalous lead-zinc-silver is found south of the copper-gold
zone.  Fluorite and barite are also common in the district, but
insufficient analyses were conducted to determine their zonal
pattern.





Copper-gold
mineralization occurs as two basic types at Little Butte. High angle faults,
shear zones, and stockworks (as mentioned above) contain copper/gold
mineralization in the form of quartz-hematite-sulfide (oxidized)
veinlets.  This structure hosted mineralization was slightly tested by
Tenneco whose stated target was actually flat lying detachment fault hosted
gold.  Scattered drilling in the granitic basement found several
narrow intercepts of 0.01-0.08 oz/ton (0.34-2.7 g/t) gold.





Secondly,
copper/gold mineralization also occurs in arkose of Tertiary age just above the
contact with Precambrian granite.  A 1988-91 gold exploration program
by Homestake found several ore grade drill intercepts (best hole contained 21
meters averaging 0.127 oz/ton or 4.4 g/t) gold hosted by the
arkose.  Several other +0.04 oz/ton (1.4 g/t) intercepts occur across
the tested area. The mineralization is all oxide and appears to be heap
leachable as shown by the few bottle roll tests done.


16


No copper
analysis of drill cuttings was done by Homestake.  MinQuest, Inc.
obtained the drilling pulps and have analyzed some holes for for soluble copper.
Of 11 holes studied, scattered over nearly 3 km2, 6 were
found to contain greater than 30 meters averaging greater than
0.10  percent acid soluble copper.  The best hole contains
93 meters averaging 0.25 percent copper.





Targets:The immediate
target at Little Butte is gold associated with arkosic sediments.  The
arkose hosted mineralization discovered by Homestake has a resource potential of
approximately 1.0 million ounces of heap leachable grade gold (+0.01
oz/ton).  Homestake tested only a small portion of the 13,000 feet by
6,500 feet zone which is open ended.  This target is located
peripheral to the altered quartz-hematite stockwork area.  The same
area has oxide copper potential as shown above. Finding major feeder structures,
which channel mineralization into the arkose, is the key to finding the targeted
size and grade.  The area known as the Walker Patented Claims (Walker
Target) have enough historic drilling to outline a small shallow resource.
Fill-in and extension drilling of this target is the initial program planned for
the property. Past bottle roll metallurgy shows good gold recoveries.This is an open pit heap
leach target that has room to grow.





A
compilation of all available work in the district shows copper-gold occurs
within a large open-ended zone.  A central molybdenum anomaly roughly
correlates with copper-gold bearing quartz-hematite-sulfide  stockwork
veining and potassic alteration.  This same assemblage (Cu-Au-FeOx) is
found in a number of world class copper-gold porphyries throughout the world
including Grassberg in Indonesia.  The target is copper-gold in a
large stockwork zone associated with a Tertiary age intrusive at
depth.  The strength of mineralization may increase as one approaches
the intrusive.  Although no skarns are present on the property, fluid
inclusion temperatures of +250o C for
quartz veins indicate the Tertiary intrusive related target is within a
drillable depth.  The Grassberg deposit consists of 1 billion tons
grading 1.4 percent copper and 0.06 oz/ton gold.  This is an
underground, block cavable target.





Mineral
Exploration Property - USE 1-4 Claims





We own a
100% interest in four mineral claims known as the USE 1 - 4 claims, which are
located in Esmeralda County in the west- central area of the State of Nevada,
approximately 18 air miles west of the town of Tonopah.  We purchased these
claims from Western Minerals Inc., an unaffiliated third party.





The USE
property consists of four contiguous, located, lode mineral claims, USE 1-4
comprising a total of 82.64 acres. The Company is the beneficial owner of the
mineral claims.





The
mineral claim area is underlain by unconsolidated material comprised of desert
wash, colluvium, alluvial and playa deposits of Quaternary period and
immediately adjacent to the claim  area on the south and west are Lower
Paleozoic age meta-sediments and Mesozoic age plutonic rock units.





Immediately
adjacent to the mineral claims on the southeast the observed rock exposures
reveal in places  low angle, thrust faulting.


17


The
underlying rock units exhibit a distinctive NW-SE trending aeromagnetic pattern
that could indicate a response due to a rock contact.  All of the mineral
claim area is drift or overburden covered and offers exploration potential. The
author feels that the potential exists for movement of mineralizing fluids to
have impregnated these northeasterly to east-westerly trending zones. These
fluids could emanate from deeper sources related to intrusive activity and
travel along structurally prepared conduits in the underlying
bedrock.





The
mineral claim is favorably situated and may require geophysical surveys to
determine in more detail its potential following the initial prospecting,
mapping and reconnaissance soil geochemistry program. An exploratory drilling
program could follow the Phase 1 and 2 surveys and be contingent upon positive
results being obtained from the previous fieldwork.





The
object of our initial exploration undertaking is to assess areas that may
require more detailed investigations to assist in determining their economic
significance


Property Description and
Location The USE mineral claims consist of 4 located mineral claims in
one contiguous, 2x2 group  that are listed as follows:





The USE
1-4 mineral claims  comprise a total of 82.64 acres. The mineral claim
area may be located on the Esmeralda County 1:250,000 map sheet or the Weepah
Quadrangle 71/2' map sheet. At the center of the property the latitude is 37°
57.600' N and the longitude is 117° 31.000' W. The USE 1-4 mineral claims lie
approximately 18 air miles southwest of Tonopah, NV.





Accessibility, Climate,
Local Resources, Infrastructure and
Physiography: The USE
property lies in the west central area of the State of Nevada southwest of the
Town of Tonopah and is accessible from Highway 95 by traveling north of the Town
for 34 miles to the Silver Peak cutoff (Nevada Highway 265). Go south for 18
miles towards Silver Peak and turn to the east at the Weepah junction. Travel
northeast for 3.4 miles to a fork in the road. Take the left fork and travel
north for 5 miles to the canyon and another fork in the road. Take the left fork
7 miles to the north to the ghost town of Weepah and take the right fork to
the east for 2 miles to a junction. Take the north fork for 5 miles to another
fork and keep to the right (southwest) for one mile to the
property.





The area
experiences about 4" - 8" of precipitation annually of which about 20% may occur
as a snow equivalent, this amount of precipitation suggests a climatic
classification of arid to semi-arid. The summers can experience hot weather,
middle 60's to 70's F° average with high spells of 100+F° while the winters
are generally more severe than the dry belt to the west and can last from
December through February. Temperatures experienced during mid-winter average,
for the month of January, from the high 20's to the low 40's F° with low spells
down to -20 F°.





The Town
of Tonopah offers much of the necessary amenities required to base and carry-out
an exploration program (accommodations, communications, equipment and supplies).
Larger or specialized equipment can be acquired in the City of Las Vegas lying
209 miles by paved road (Highway 95) to the south of Tonopah.





Infrastructure
such as highways and secondary roads, communications, accommodations and
supplies that are essential to carrying-out an exploration program are at hand
in the Tonopah-Silver Peak areas.


18


The USE
property lies in low sloping terrain that occurs on the western flank of a
moderately steep mountainous hill. Much of this area with many broad open
valleys and spiney mountain ridges hosts sagebrush and other desert plants on
the low hill slopes. Juniper and pinon growing above 6,500' with pinon becoming
more dominant at higher elevations. The area is arid. Many intermittent, old
south draining water courses traverse the area, but surface water is very scarce
and potable surface water does not occur. Drilling water would have to be
trucked in from Silver Peak. Mining holds an historical and contemporary place
in the development and economic well being of the area.





The claim
area ranges in elevation from 6,100' to 6,200' mean sea level. The physiographic
setting of the property can be described as open desert in the valleys within a
mosaic of north and northwest draining, dry watercourses that traverse the
general area. The area has been surficially altered both by fluvial and wind
erosion and the depositional (drift cover) effects of in-filling. Thickness of
drift cover in the valleys may vary considerably.





History: The recorded
mining history of the general area dates from the 1860's when prospectors passed
through heading north and west. The many significant lode gold, silver and other
mineral product deposits developed in the area was that of the Weepah Camp in
1904, Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation.





Regional Geology: The
regional geology of Nevada is depicted as being underlain by all major types of
rock units. These appear to range from oldest to youngest in an east to west
direction, respectively. The oldest units are found to occur in the southeast
corner of the State along the Colorado River. The bedrock units exhibit a
north-south fabric of alternating east-west ranges and valleys. This feature
suggests W to E compression that has expression through low angle thrust
faulting and bringing the older rock units into contact with the younger units
as a detached assemblage. Faulting plays a large part in many areas of Nevada
and an even larger part in the emplacement of mineral occurrences and ore
bodies.





The
geology of Esmeralda County has been recognized to contain three unconformable
assemblages; the older sedimentary and metamorphic units with a mid-aged
sedimentary and igneous assemblage and the youngest volcanic-sedimentary
assemblage. These major divisions are divided by unconformities, i.e. periods of
age that are not represented or erosion gaps in the record.





Local Geology: The
local geology within the Weepah area appears to be represented by the older
meta-sedimentary contacting with the younger Jurassic aged intrusive rock units.
The youngest Post Plutonic assemblage occurs about the older rock units. Thrust
faulting is evident in the area and may offer exploration
potential.





Tertiary
age volcano-sediments and ash fall tuff units are abundant on the west side of
the Weepah hills. Much of the area has very young unconsolidated cover on the
flanks of many of the hills and older stream courses.





Property
Geology: The geology of the USE property area may be described as
being covered by Quaternary age desert wash, collovium, alluvium and playa
deposits and immediately adjacent to the claim area are surrounding Lower
Paleozoic age meta-sediments and Mesozoic age intrusive rock (plutonic)
units.


19


This
young covered westerly sloping area occurs within a larger surrounding area of
rock exposure and known mineral occurrences on the northern flank of the Weepah
Hills exhibiting a good geological setting and an excellent target area in which
to conduct mineral exploration.





Thrust
faulting is evident within the adjacent area on the north side of the mineral
claims. Many more areas exhibiting thrusting are evident on the flanks of the
alluvial covered valleys particularly on the north-east and south sides of the
Weepah Hills mineral occurrences or structurally prepared bedrock should be
sought after in those areas.




Deposit Type: The
deposit types that are found occurring in the regional area and the more
localized areas vary considerably. Silver and gold quartz veins predominate at
Tonopah. Some of the most productive veins represent the silicification and
replacement of sheeted zones of trachyte that was originally marked by close-set
parallel fractures, but not faulting. The two hosts of mineralized quartz veins
are 1) older pre-Tertiary volcanic rocks, i.e. Silver Peak (Mineral Ridge area),
Weepah and Hornsilver or 2) Tertiary rhyolite host rocks that occur at Tonopah
and other younger volcanic rocks, i.e. Goldfield and Divide. Base metal deposits
are more commonly of interest now than in the past and may be sought in the
general area. The industrial mineral barite that is observed to occur either in
vein or bedded types have been recognized in close proximity to the
mineral claim area.





The base
and precious metal deposit types that historically predominate in the general
area are as the copper-gold or copper-molybdenum porphyry occurrences with
peripheral base and precious metal occurrences as veins and/or contact zones of
mineralization.





Geophysical
techniques may be most effective in the covered areas as a follow-up to the
prospecting and soil sampling program.





Mineralization: By
far the largest production in the County comes from the vein-type of gold and
silver occurrences in quartz fissures in either pre-Tertiary volcanic or
Tertiary volcanic host rocks.





Geophysics of the USE 1-4
Mineral Claims: The aeromagnetic results are from a survey after U.S.G.S.
map GP-753.The USE property is seen to lie in an area of a distinctive NW-SE
aeromagnetic trend. The moderately strong changes in gradient of the
aeromagnetic contours in the claim area suggests changes that may be related to
a geological rock contact. In this area, ground geophysical surveys may add more
detail to our understanding of the possible potential of the mineral
claims.





Geochemistry of the USE 1-4
Mineral Claims: To the best of the authors' knowledge, the USE 1-4
property may not have undergone any detailed ground exploration work including
geochemistry which may have usefulness in this area. Although much surface hand
trenching has been performed in both the regional and local areas. The author
favors some mobile metal ion (MMI) soil sampling and very selective, total
digestion method followed by a sensitive trace element analyses.





Drilling:No drilling appears
to have taken place on the area covered by the USE 1-4  mineral
claims.


20


Sample Method and
Approach: Standard sampling methods are utilized, for example a rock
sample would be acquired from the rock exposure with a hammer. The sample will
be roughly 2”x2”x2” of freshly broken material. The sample grid location
correlated with global positioning system (GPS) location will be marked in the
logbook after a sample number has been assigned. The sample number would be
impressed on an aluminum tag and on a flagging that will be affixed at the
sample site for future location.




As
exploration work could be conducted and assessed, a decision would be made as to
its importance and priority. The next phase of work will be determined by the
results from the preceding one. At this point, it is necessary to suggest that a
three phase exploration approach be recommended.





Mineral Processing and
Metallurgical Testing:No mineral
processing or metallurgical testing analyses have been carried- out on the USE
property.





Mineral Resource and Mineral
Reserve Estimates: No mineralization has been encountered to date by the
author and no calculation of any reliable mineral resource or reserve,
conforming to currently accepted standards, could be undertaken at this time.
The Company believes that the known mineralization encountered to date in
neighboring areas is possibly indicative of a Commercially vital mineralized
system in the mineral claim area. The drift covered parts of the property offer
good exploration areas because of the possibility of mineralization, good
geological setting and generally a lack of exploration testing. Also, remote
sensing such as the aeromagnetic survey may indicate possible exploration areas
of interest within the USE 1-4 mineral claims.





Prospecting,
mapping and a reconnaissance geochemical soil survey of the claim area is
expected to be undertaken if and when the Company is in a position to do so. The
following two phase exploration proposal and cost estimate is being considered
with the understanding that consecutive exploration phases are contingent upon
positive results being obtained from each preceding phase:


21


Phase 1Detailed
      prospecting, mapping and MMI soil geochemistry. This program is expected
      to take 30-45 days to complete including turnaround time on the analyses
      that are conducted in Australia. The estimated cost for this all inclusive
      program is
                              
                              $
                              8,000Phase 2Magnetometer
      and VLF electromagnetic or other geophysical grid-controlled surveys over
      the areas of interest determined by the Phase 1 survey. This program is
      expected to take one month to complete. Included in this estimated cost
      are transportation, accommodation, board, grid installation, the
      geophysical surveys, maps and report
                              
                              
                              9,000Total
                              
                              $
                              17,000





Recommended Drilling:
No recommendations for drilling on the USE 1-4 mineral claims can be or has been
or has been made at this time. If the exploration were to proceed through Phase
2 this decision could possibly then be made.




The
Company has decided not to pursue the USE 1-4 claims.


Item
3.  Legal Proceedings.





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





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





None.


22


PART
II





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





General





The
Common Stock of the Company is currently traded on the over-the-counter Bulletin
Board market, and is quoted under the symbol TUFF.





Market
Price




The
following table sets forth the range of high and low closing bid prices per
share of the Common Stock of the Company (reflecting inter-dealer prices without
retail mark-up, mark-down or commission and may not represent actual
transactions) for the periods indicated.


High Closing
                        Bid Price
                      
                      
                      Low Closing
                        Bid PriceYear Ended December 31,
20093
      rd
      Quarter(1)
                      
                      $
                      None
                      
                      
                      $
                      None4
      th
      Quarter
                      
                      $
                      None
                      
                      
                      $
                      NoneHigh Closing
                        Bid Price
                      
                      
                      Low Closing
                        Bid PriceYear Ending December 31,
      2010(1)1
      st
      Quarter
                      
                      $
                      0.58
                      
                      
                      $
                      0.502
      nd
      Quarter
                      
                      $
                      1.21
                      
                      
                      $
                      0.553
      rd
      Quarter
                      
                      $
                      1.24
                      
                      
                      $
                      0.474
      th
      Quarter (through Dec.31, 2010)
                      
                      $
                      0.88
                      
                      
                      $
                      0.46


(1)
There was no trading in the Common Stock of the Company until September 19, 2009
when trading commenced on the over-the- counter bulletin board
market.





Stock Transfer
Agent





The
transfer agent of the Company is Empire Stock Transfer, 1859 Whitney Mesa Dr Henderson,
NV 89014.  Telephone (702) 818-5898.


23


No
Dividends





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





Item
6.  Selected Financial Data




Year Ended
                
                
                Year EndedSeptember 30, 2010
                
                
                September 30, 2009Revenues
                
                $
                0
                
                
                $
                0Mineral
      Explorations
                
                $
                227,454
                
                
                $
                800General
      and administrative expense
                
                $
                204,436
                
                
                $
                47,395Net
      loss
                
                $
                (431,890
                )
                
                $
                (48,195
                )Net
      loss per share
                
                $
                (0.01
                )
                
                $
                (0.00
                )





Item
7.  Management’s Discussion and Analysis of Financial Conditions and
Results of Operations.





Plan
of Operation





As at
September 30, 2010, we had a cash balance of $79,150.  In order to meet our
budgeted cash requirements over the next 12 months, we anticipate raising money
from equity financing from the sale of our Common Stock, additional shareholder
loan commitments and/or the sale of part of our interest in our mineral
claims.





If we are
not successful in raising additional financing, we anticipate that we will not
be able to proceed with our business plan.  In such a case, we may decide
to discontinue our current business plan and seek other business
opportunities. Any business opportunity may require our management to
perform diligence on possible acquisition of additional resource properties.
Such due diligence would likely include purchase investigation costs, such as
professional fees by consulting geologists, preparation of geological reports on
the properties, conducting title searches and travel costs for site visits.
 Our current cash on hand will not be sufficient to acquire any resource
property and additional funds will be required to close any possible
acquisition.  As a reporting company, we will need to maintain our periodic
filings with the appropriate regulatory authorities and will incur legal and
accounting costs.  If no other such opportunities are available and we
cannot raise additional capital to sustain minimum operations, we may be forced
to discontinue business.  We do not have any specific alternative business
opportunities in mind and have not planned for any such
contingency.





Based on
the nature of our business, we anticipate incurring operating losses in the
foreseeable future.  We base this expectation, in part, on the fact that
very few mineral claims in the exploration stage ultimately develop into
producing, profitable mines.  Our future financial results are also
uncertain due to a number of factors, some of which are outside our control.
 These factors include the following:





·
            our
      ability to raise additional
funding;





·
            the
      market price for minerals that may be found on the Little Butte mineral
      claims;


24


·
            the
      results of our proposed exploration programs on our mineral properties;
      and





·
            our
      ability to find joint venture partners for the development of our property
      interests





Due to
our lack of operating history and present inability to generate revenues, our
auditors have stated in their opinion that there currently exists substantial
doubt about our ability to continue as a going concern.





Results
of Operation





The
Company did not have any operating revenues or  income from the
inception (July 26, 2007) through September 30, 2010.  For the period
from inception, July 26, 2007 through the year ended September 30, 2010, the
Company recognized a net cumulative loss of $497,086.  Some general
and administrative expenses during the year were accrued.  Expenses
for the year were comprised of costs mainly associated with exploration, legal,
accounting and office expenses.





Revenues: The Company
did not have any revenues during the fiscal years ended September 30, 2010
and  2009. The mining claims have not been developed nor have any
production operations been conducted on the mining claims of the
Company.





Mineral Exploration:
The Company has acquired two mining claims and has conducted preliminary mining
exploration testing and evaluation of its claims. During the fiscal year ended
September 30,2010, the Company incurred $227,454 for geological testing and
evaluation, compared to $800 during the fiscal year ended September 30,2009, an
increase of $226,654.





General and Administrative
Expenses: During the fiscal year ended September 30, 2010, the Company
incurred general and administrative expenses of $204,436, compared to $47,395
during the fiscal year ended September 30,2009, an increase of $157,041. General
and administrative expenses were incurred primarily for accounting services,
legal services, office expenses and travel.





Net Loss: The Company
incurred a net loss of $431,890 during its fiscal year ended September 30, 2010,
compared to a net loss of $48,195 during the fiscal year ended September 30,
2009, an increase of $383,695. The increase in the net loss of the Company was
attributable to the acquisition of mining claims and the cost of becoming a
registered public company and compliance with reporting and other requirements
of a reporting company under the Securities Exchange Act of 1934.





Liquidity
and Capital Resources





At
September 30, 2010, the Company had limited capital resources and will rely upon
the issuance of Common Stock and additional capital contributions from
shareholders to fund future exploration and administrative expenses pending full
implementation of the Company’s business model.





On April
26, 2010, the Company closed a private placement of 500,000 units at $1.00 per
unit for a total offering price of $500,000.  The units were offered
by the Company pursuant to an exemption from registration pursuant to Regulation
S under the Securities Act of 1933, as amended.  Each unit consisted
of one share of Common Stock of the Company and one non-transferable share
purchase warrant.  The warrants are exercisable at a price of $1.50
per share commencing April 26, 2010, and expire on April 26,
2012.


25


During
November 2010, the Company sold 166,667 shares of common stock for $100,000 with
a warrant to purchase 166,667 additional shares of Common Stock at an exercise
price of $1.00 per share that expires on November 4, 2012. The units
were offered by the Company pursuant to an exemption from registration pursuant
to regulation S under the Securities Act of 1933, as amended.


Critical
Accounting Policies





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





Our
significant accounting policies are summarized in Note 2 of our financial
statements.  While all these significant accounting policies impact
its financial condition and results of operations, the Company’s views certain
of these policies as critical.  Policies determined to be critical are
those policies that have the most significant impact on the Company’s financial
statements and require management to use a greater degree of judgment and
estimates.  Actual results may differ from those
estimates.  Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.





Item
7(A). Quantitative and Qualitative Disclosures About Market Risk.





Not
Applicable


26


Item
8.  Financial Statements and Supplementary Data





Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of





Tuffnell
Ltd.





(An
Exploration Stage Company)





London,
United Kingdom





We have
audited the accompanying balance sheets of Tuffnell Ltd. (the “Company”) as of
September 30, 2010 and 2009, and the related statements of operations,
stockholders’ equity (deficit), and cash flows for the years then ended, and for
the period from July 26, 2007 (inception) through September 30, 2010. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Tuffnell Ltd. as of September 30,
2010 and 2009, and the results of its operations and its cash flows for the
years then ended and for the period from July 26, 2007 (inception) through
September 30, 2009, in conformity with accounting principles generally accepted
in the United States of America.


As
discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2011 raise
substantial doubt about its ability to continue as a going concern. The 2010
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





LBB &
Associates Ltd., LLP





Houston,
Texas





January
6, 2011


27





TUFFNELL
LTD.


(An
Exploration Stage Company)


BALANCE
SHEETS





September 30, 2010
                          
                          
                          September 30, 2009ASSETSCurrent
      assets:Cash
                          
                          $
                          79,150
                          
                          
                          $
                          444Prepaid
      deposits
                          
                          
                          5,330
                          
                          
                          
                          -Total
      current assets
                          
                          
                          84,480
                          
                          
                          
                          444Capital
      assets:Mineral
      property interests
                          
                          
                          39,261
                          
                          
                          
                          -Total
      assets
                          
                          $
                          123,741
                          
                          
                          $
                          444LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                          
                          $
                          29,351
                          
                          
                          $
                          -Notes
      payable – Related party
                          
                          
                          57,576
                          
                          
                          
                          31,740Total
      current liabilities
                          
                          
                          86,927
                          
                          
                          
                          31,740Total
      liabilities
                          
                          
                          86,927
                          
                          
                          
                          31,740CommitmentsSTOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value, 75,000,000 shares authorized, 59,360,000 and
      58,860,000 shares issued and outstanding at September 30, 2010 and 2009,
      respectively
                          
                          
                          59,360
                          
                          
                          
                          58,860Additional
      paid-in capital
                          
                          
                          474,540
                          
                          
                          
                          (24,960
                          )Deficit
      accumulated during the exploration stage
                          
                          
                          (497,086
                          )
                          
                          
                          (65,196
                          )Total
      stockholders' equity (deficit)
                          
                          
                          36,814
                          
                          
                          
                          (31,296
                          )Total
      liabilities and stockholders' equity (deficit)
                          
                          $
                          123,741
                          
                          
                          $
                          444





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





28





TUFFNELL
LTD.


(An
Exploration Stage Company)


STATEMENTS
OF OPERATIONS





For
the years ended September 30, 2010 and 2009 and the period from


July
26, 2007 (inception) through September 30, 2010





Year ended
                      
                      
                      Year ended
                      
                      
                      Inception throughSeptember30,2010
                      
                      
                      September30,2009
                      
                      
                      September30,2010Costs
      and expenses:Mineral
      exploration
                      
                      $
                      227,454
                      
                      
                      $
                      800
                      
                      
                      $
                      231,754General
      and administrative
                      
                      
                      204,436
                      
                      
                      
                      47,395
                      
                      
                      
                      265,332Total
      expenses
                      
                      
                      431,890
                      
                      
                      
                      48,195
                      
                      
                      
                      497,086Net
      loss
                      
                      $
                      (431,890
                      )
                      
                      $
                      (48,195
                      )
                      
                      $
                      (497,086
                      )Net
      loss per share:Basic
      and diluted
                      
                      
                      (0.01
                      )
                      
                      
                      (0.00
                      )Weighted
      average shares outstanding:Basic
      and diluted
                      
                      
                      59,075,068
                      
                      
                      
                      57,309,534





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





29




TUFFNELL
LTD.
 (An
Exploration Stage Company)
 STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)
 Period
from July 26, 2007 (Inception) through September 30, 2010


Common stock
                                      
                                      
                                      
                                      
                                      
                                      DeficitAdditional
                                      
                                      
                                      accumulatedpaid-in
                                      
                                      
                                      during theShares
                                      
                                      
                                      Amount
                                      
                                      
                                      capital
                                      
                                      
                                      exploration
                                      
                                      
                                      TotalIssuance
      of common stock for cash
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Net
      loss
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Balance,September
      30, 2007
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Issuance
      of common stock for cash
                                      
                                      
                                      31,500,000
                                      
                                      
                                      
                                      31,500
                                      
                                      
                                      
                                      (28,000
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,500Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (17,001
                                      )
                                      
                                      
                                      (17,001
                                      )Balance,
      September 30, 2008
                                      
                                      
                                      31,500,000
                                      
                                      
                                      $
                                      31,500
                                      
                                      
                                      $
                                      (28,000
                                      )
                                      
                                      $
                                      (17,001
                                      )
                                      
                                      $
                                      (13,501
                                      )Issuance
      of common stock for cash
                                      
                                      
                                      27,360,000
                                      
                                      
                                      
                                      27,360
                                      
                                      
                                      
                                      3,040
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      30,400Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (48,195
                                      )
                                      
                                      
                                      (48,195
                                      )Balance,
      September 30, 2009
                                      
                                      
                                      58,860,000
                                      
                                      
                                      $
                                      58,860
                                      
                                      
                                      $
                                      (24,960
                                      )
                                      
                                      $
                                      (65,196
                                      )
                                      
                                      $
                                      (31,296
                                      )Issuance
      of common stock for cash
                                      
                                      
                                      500,000
                                      
                                      
                                      
                                      500
                                      
                                      
                                      
                                      499,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      500,000Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (431,890
                                      )
                                      
                                      
                                      (431,890
                                      )Balance,
      September 30, 2010
                                      
                                      
                                      59,360,000
                                      
                                      
                                      $
                                      59,360
                                      
                                      
                                      $
                                      474,540
                                      
                                      
                                      $
                                      (497,086
                                      )
                                      
                                      $
                                      36,814




The
accompanying notes are an integral part of these financial
statements.
  30


TUFFNELL
LTD.


(An
Exploration Stage Company)


STATEMENTS
OF CASH FLOWS


For
the years ended September 30, 2010 and 2009 and


the
period from July 26, 2007 (Inception) through September 30, 2010





Year ended
                                            
                                            
                                            Year ended
                                            
                                            
                                            Inception throughSeptember30,2010
                                            
                                            
                                            September30,2009
                                            
                                            
                                            September30,2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                            
                                            $
                                            (431,890
                                            )
                                            
                                            $
                                            (48,195
                                            )
                                            
                                            $
                                            (497,086
                                            )Adjustment
      to reconcile net loss tocash used in operation
      activities:Net
      change in:Prepaid
      deposits
                                            
                                            
                                            (5,330
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (5,330
                                            )Accounts
      payable
                                            
                                            
                                            29,351
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            29,351CASH
      FLOWS USED IN OPERATING ACTIVITIES
                                            
                                            
                                            (407,869
                                            )
                                            
                                            
                                            (48,195
                                            )
                                            
                                            
                                            (473,065
                                            )CASH
      FLOW FROM INVESTING ACTIVITIES:Purchase
      of mineral property interests
                                            
                                            
                                            (39,261
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (39,261
                                            )CASH
      FLOWS USED IN INVESTING ACTIVITIES
                                            
                                            
                                            (39,261
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (39,261
                                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Cash
      received from the sale of common stock
                                            
                                            
                                            500,000
                                            
                                            
                                            
                                            30,400
                                            
                                            
                                            
                                            533,900Shareholder
      advances, net
                                            
                                            
                                            25,836
                                            
                                            
                                            
                                            3,000
                                            
                                            
                                            
                                            57,576CASH
      FLOWS PROVIDED BYFINANCING
      ACTIVITIES
                                            
                                            
                                            525,836
                                            
                                            
                                            
                                            33,400
                                            
                                            
                                            
                                            591,476NET
      INCREASE (DECREASE) IN CASH
                                            
                                            
                                            78,706
                                            
                                            
                                            
                                            (14,795
                                            )
                                            
                                            
                                            79,150Cash,
      beginning of period
                                            
                                            
                                            444
                                            
                                            
                                            
                                            15,239
                                            
                                            
                                            
                                            -Cash,
      end of period
                                            
                                            $
                                            79,150
                                            
                                            
                                            $
                                            444
                                            
                                            
                                            $
                                            79,150SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid on interest expenses
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Cash
      paid for income taxes
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -





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


31


TUFFNELL
LTD.


(An
Exploration Stage Company)





NOTES
TO THE FINANCIAL STATEMENTS





September
30, 2010





Note
1         Nature and Continuance of
Operations





The
Company was incorporated in the State of Nevada on July 26, 2007.  On
February 26, 2010, the Company’s principal shareholder entered into a stock
purchase agreement which provided for the sale of 31,500,000 shares of common
stock of the Company to George Dory. Effective February 26, 2010, Mr. Dory was
appointed Chief Executive Officer, President, Chief Financial Officer, Treasurer
and Director of the Company. Mr. Dory will be paid $4,000 per month for his
services to the Company.





General





The
Company is in the exploration stage, and is in the process of exploring and
evaluating its mineral properties and determining whether they contain ore
reserves that are economically recoverable. The recoverability of amounts shown
for mineral properties is dependent upon the discovery of economically
recoverable ore reserves, the ability of the Company to obtain the necessary
financing to complete development, confirmation of the Company’s interest in the underlying
mineral claims and upon future profitable production or proceeds from the
disposition of all or part of its mineral properties.





Going
Concern





These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year.  Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern.  At September 30, 2010, the Company had not yet achieved
profitable operations, has accumulated losses of $497,086 since its inception,
has a working capital deficit of $2,447, and expects to incur further losses in
the development of its business, all of which raise substantial doubt about the
Company's ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management has no formal plan in place to address this
concern but considers that the Company will be able to obtain additional funds
by equity financing and/or related party advances, however there is no assurance
of additional funding being available.


32





Note
2 Summary of
Significant Accounting Policies





The
financial statements have, in management's opinion, been properly prepared
within the framework of the significant accounting policies summarized
below:





Use of Estimates and
Assumptions





Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful
judgment.  Actual results may vary from these estimates.





Exploration Stage
Company





The
Company complies with Financial Accounting Standards Board Accounting Standard
Codification Statement No. 915 and Securities and Exchange Commission Industry
Guide 7 for its characterization of the Company as an exploration
stage.





Cash and Cash
Equivalents





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





Impairment of Long-lived
Assets





The
Company reviews long-lived assets for indicators of impairment whenever events
or changes in circumstances indicate that the carrying value may not be
recoverable. If the review indicates that the carrying amount of the asset may
not be recoverable, the potential impairment is measured based on a projected
discounted cash flow method using a discount rate that is considered to be
commensurate with the risk inherent in the Company's current business model. For
purposes of recognition and measurement of an impairment loss, a long-lived
asset is grouped with other assets at the lowest level for which identifiable
cash flows are largely independent of the cash flows of other
assets.


33




Environmental
Costs





Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused
by past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company's commitments to
plan of action based on the then known facts.





Mineral Property Acquisition
Costs





The cost
of acquiring mineral properties are capitalized and will be amortized over their
estimated useful lives following the commencement of production or expensed
if it is determined that the mineral property has no future economic value or
the properties are sold or abandoned.





Cost
includes cash consideration and the fair market value of shares issued on the
acquisition of mineral properties. Properties acquired under option agreements,
whereby payments are made at the sole discretion of the Company, are recorded in
the accounts at such time as the payments are made.





The
recoverable amounts for mineral properties is dependent upon the existence of
economically recoverable reserves; the acquisition and maintenance of
appropriate permits, licenses and rights; the ability of the Company to obtain
financing to complete the exploration and development of the properties; and
upon future profitable production or alternatively upon the Company’s ability to
recover its spent costs from the sale of its interests.





The
amounts recorded as mineral properties reflect actual costs incurred and are not
intended to express present or future values. The capitalized amounts may be
written down if potential future cash flows, including potential sales proceeds,
related to the property are estimated to be less than the carrying value of the
property. Management of the Company reviews the carrying value of each mineral
property interest quarterly, and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. Reductions in the
carrying value of each property would be recorded to the extent the carrying
value of the investment exceeds the estimated future net cash
flows.





Exploration and Development
Costs





Exploration
costs are expensed as incurred. When it is determined that a mining deposit can
be economically and legally extracted or produced based on established proven and probable
reserves, further exploration and development costs related to such reserves
incurred after such determination will be capitalized. The establishment of
proven and probable reserves is based on results of final feasibility studies
which indicate whether a property is economically feasible. Upon commencement of
commercial production, capitalized costs will be transferred to the appropriate
asset category and amortized over their estimated
useful lives. Capitalized costs, net of salvage values, relating to a deposit
which is abandoned or considered uneconomic for the foreseeable future, will be
written off.




Asset
Retirement Obligations
  The
Company has adopted the provisions of FASB ASC 410, which establishes standards
for the initial measurement and subsequent accounting for obligations associated
with the sale, abandonment or other disposal of long-lived tangible assets
arising from the acquisition, construction or development and for normal
operations of such assets. The adoption of this standard has had no effect on
the Company’s financial position or results of operations. As of September 30,
2010, management has determined that the Company does not presently have such an
obligation.


34





Income
Taxes





The
Company uses the assets and liability method of accounting for income
taxes.  Under the assets and liability method deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.





Basic and Diluted Loss Per
Share





Basic
loss per share is computed using the weighted average number of shares
outstanding during the period.  Diluted loss per share has not been
provided as it would be anti-dilutive.





Foreign Currency
Translation





The
Company's functional currency is United States ("U.S.") dollars as substantially
all of the Company's operations use this denomination.  The Company
uses the U.S. dollar as its reporting currency.





Transactions
undertaken in currencies other than the functional currency of the entity are
translated using the exchange rate in effect as of the transaction
date.  Any exchange gains and losses would be included in Other Income
(Expenses) on the Statement of Operations.





Property and
Equipment





Property
and equipment other than oil and natural gas properties is carried at cost.
Depreciation is provided principally on the straight-line method over the useful
lives as follows:





Furniture
and
equipment              3
– 7 years





Financial
Instruments





The
carrying value of cash, accounts payable and accrued liabilities and related
party loan approximate their fair value because of the short maturity of these
instruments.  Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments.





Recent Accounting
Pronouncements





Effective
July 1, 2009, we adopted the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 105-10, “Generally Accepted Accounting
Principles.” ASC 105-10 establishes the FASB Accounting Standards CodificationTM
(“Codification”) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with GAAP for SEC registrants. All guidance
contained in the Codification carries an equal level of authority. The
Codification supersedes all existing non-SEC accounting and reporting standards.
The FASB will now issue new standards in the form of Accounting Standards
Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own
right. ASUs will serve only to update the Codification, provide background
information about the guidance and provide the bases for conclusions on the
changes in the Codification. References made to FASB guidance have been updated
for the Codification throughout this document.





35





Effective
April 1, 2009, we adopted guidance issued by the FASB that requires disclosure
about the fair value of financial instruments for interim financial statements
of publicly traded companies, which is included in the Codification in ASC
825-10-65, “Financial Instruments.” The adoption of ASC 825-10-65 did not have
an impact on our consolidated results of operations or financial condition. Our
adoption of the standard had no impact on our financial results.





Effective
January 1, 2009, we adopted guidance issued by the FASB that relates to the
presentation and accounting for noncontrolling interests, which is included in
the Codification in ASC 810-10-65, “Consolidation.” In accordance with ASC
810-10-65, noncontrolling interests (previously shown as minority interest) are
reported below net income under the heading “Net income attributable to
noncontrolling interests” in the statements of income and shown as a component
of equity in the balance sheets. Our adoption of the standard had no impact on
our financial results.





Effective
January 1, 2009, we adopted guidance issued by the FASB that requires enhanced
disclosures regarding derivative instruments and hedging activities, enabling a
better understanding of their effects on an entity’s financial position,
financial performance and cash flows. The guidance is included in the
Codification in ASC 815-10, “Derivatives and Hedging.” Our adoption of the
standard had no impact on our financial results





Effective
January 1, 2008, we adopted ASC 820-10, “Fair Value Measurements and
Disclosures,” with respect to recurring financial assets and liabilities. We
adopted ASC 820-10 on January 1, 2009, as it relates to nonrecurring fair value
measurement requirements for nonfinancial assets and liabilities. ASC 820-10
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. Our adoption of the standard had no impact on our
consolidated financial results. Our adoption of the standard had no impact on
our financial results.





Management
does not believe that any recently issued, but not yet effective accounting
standards will have a material effect on the accompanying financial
statements.





36





Note
3         Related Party
Transactions





The
related party loan is due to a director of the Company for funds
advanced.  The loan is unsecured, non-interest bearing and has no
specific terms for repayment.





The
company incurred the following fees for director and officer
compensation





Year ended September
                    30, 2010
                  
                  
                  Year ended
                    September 30, 2009Management
      fees
                  
                  $
                  30,048
                  
                  
                  $
                  1,000





Note
4   Equity
Transactions





During
the period from July 26, 2007 (inception) to September 30, 2008, the Company
issued 31,500,000 (post-split) shares of common stock to a director of the
Company for $3,500.





In
October 2008 the Company raised $30,400 through a private offering which
included 38 shareholders, and the issuance of 27,360,000 (post-split) shares of
common stock.





In
November 2008 the Board of Directors of the Company approved a 1 for 18 forward
stock split. The stock split is presented retroactively throughout the financial
statements and footnotes.





On April
26, 2010, the Company closed a private placement of 500,000 units at $1.00 per
unit for a total offering price of $500,000. The units were offered by the
Company pursuant to an exemption from registration pursuant to Regulation S
under the Securities Act of 1933, as amended. Each unit consists of one common
share of the Company and one non-transferable share purchase warrant. The
warrants are exercisable at a price of $1.50 per share commencing April 26, 2010
and expire on April 26, 2012. The private placement was fully subscribed to by a
non-U.S. corporation. The relative fair valve of the share purchase warrant was
$141,702.





Note
5  Commitments





On March
12, 2010, the Company entered into an Option Agreement (the "Agreement")
with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest
granted the Company the sole and exclusive right and option to acquire an
undivided 100% right, title and interest in and to the Little Butte property
subject only to a royalty, being located in LaPaz County, Arizona
(the "Property").





Under the
terms of the Agreement, MinQuest has granted the Company the sole and exclusive
option to acquire a 100% undivided interest in and to the Property by
making cash payments to MinQuest of $39,261 upon signing the Agreement,
$10,000 on or before February 25, 2011, $20,000 (US) on or before March 12,
2011, $20,000 on or before the February 25, 2012, $30,000 on or before March 12,
2012, $30,000 on or before February 25, 2013, $40,000 on or before March 12,
2013, $40,000 on or before February 25, 2014, $50,000 on or before March 12,
2014, $175,000 on or before February 25, 2015, $60,000 on or before March 12,
2015, $60,000 on or before March 12, 2016, and $60,000 on or before March 12,
2017.





The
Company shall also be responsible for making all necessary property payments and
taxes to keep the Property in good standing. The cash payments above include
payments to Jack Walker pursuant to a property option agreement which has been
assigned by MinQuest to the Company as set out in the Agreement.





37





As it
relates to the above payments, Jack Walker received $5,000 upon signing the
Agreement, shall receive $10,000 on or before February 25, 2011, $20,000 on or
before the February 25, 2012, $30,000 on or before February 25 2013, $40,000 on
or before February 25, 2014 and $175,000 on or before February 25,
2015.





The
Company shall complete the following exploration expenditures on the Property as
follows: (i) $250,000 on or before the first anniversary of the signing of the
Agreement (ii) $250,000 on or before the second anniversary of the signing of
the Agreement; (iii) $300,000 on or before the fourth anniversary of the signing
Agreement; (iv) $300,000 on or before the fifth anniversary of the signing of
the Agreement; (v) $300,000 on or before the sixth anniversary of the signing of
the Agreement; and (vi) $300,000 on or before the seventh anniversary of the
signing of the Agreement .





If and
when the option has been exercised, a 100% right, title and interest in and to
the property shall vest in the Company free and clear of all charges except for
the royalty. The Company may terminate the Agreement at any time by giving 30
days notice of such termination of the Agreement.





If the
Company is in default of the Agreement, MinQuest may terminate the Agreement but
only if:





(a)
MinQuest has first given the Company notice of the default containing
particulars of the obligations which the Company has not performed, and (b) the
Company has not, within 30 days following delivery of such notice, cured such
default by appropriate payment or performance





On April
27, 2010, MinQuest and the Company entered into an Option Amendment Agreement
wherein the date of first payment was extended from March 12, 2010, as set out
in the option agreement dated March 12, 2010 above, to April 30,
2010.  On April 29, 2010, the Company made the first payment of
$39,261 to MinQuest in accordance with the Agreement.





Effective
February 26, 2010, Mr. Dory was appointed Chief Executive Officer, President,
Chief Financial Officer, Treasurer and Director of the Company. Mr. Dory will be
paid $4,000 per month for his services to the Company.





Effective
April 12, 2010 Mr. Jared Beebe was appointed a Director of the Company which has
agreed to pay Mr. Beebe $500 per month for his services.





Effective
April 1, 2010, Mr. Richard Kehmeier was appointed a Director of the Company
which has agreed to pay Mr. Kehmeier $500 per month for his
services.





Note
6   Income
Taxes





A
reconciliation of income tax provision to the provision that would be recognized
under the statutory rates is as follows:





September 30, 2010
                  
                  
                  September 30, 2009$
                  
                  
                  $Refundable
      income tax attributable to:Net
      operating loss
                  
                  
                  146,800
                  
                  
                  
                  16,400Change
      in valuation allowance
                  
                  
                  (146,800
                  )
                  
                  
                  (16,400
                  )Net
      refundable amount
                  
                  
                  -
                  
                  
                  
                  -




38




The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:




September 30, 2010
                  
                  
                  September 30, 2009$
                  
                  
                  $Refund
      attributable to operating loss
                  
                  
                  169,000
                  
                  
                  
                  22,200Valuation
      allowance
                  
                  
                  (169,000
                  )
                  
                  
                  (22,200
                  )Net
      deferred tax asset
                  
                  
                  -
                  
                  
                  
                  -




The
amount taken into income as deferred tax assets must reflect that portion of the
income tax loss carry forwards that is more likely-than-not to be realized from
future operations.  The Company has chosen to provide an allowance of
100% against all available income tax loss carry forwards, regardless of their
time of expiry.





No
provision for income taxes has been provided in these financial statements due
to the net loss.  At September 30, 2010 the Company has net operating
loss carry forwards, which expire commencing in 2028, totalling approximately
$496,900, the benefit of which has not been recorded in the financial
statements.





Note
7  Subsequent
Events





On
November 4, 2010, the Company closed a private placement of 166,667 units at
$.60 per unit for a total offering price of $100,000. The units were offered
by the Company pursuant to an exemption from registration pursuant to
Regulation S under the Securities Act of 1933, as amended. Each unit consists of
one common share of the Company and one non-transferable share purchase warrant.
The warrants are exercisable at a price of $1.00 per share commencing November
5, 2010 and expire on November 4, 2012. The private placement was fully
subscribed to by a non-U.S. corporation. The relative fair valve of the share
purchase warrant was $29,084. These shares have not yet been
issued.





39


Item
9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.





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





Item
9(A).  Controls and Procedures.




Management’s
Report On Internal Control Over Financial Reporting




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




-
            Pertain to the maintenance of
      records that in reasonable detail accurately and fairly reflect the
      transactions and dispositions of the assets of the
      Company;


-
            Providereasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with accounting principles generally accepted in
      the United States of America and that receipts and expenditures of the
      company arebeing made only in accordance
      with authorizations of management and directors of the
      Company;
      and


-
            Provide reasonable assurance
      regarding prevention or timely detection of unauthorized
      acquisition, use or
      disposition of the Company’s assets that couldhave a material effect on the
      financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  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 the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.




Our
management evaluated the effectiveness of our disclosure controls and procedures
and our internal controls over financial reporting as of the end of September
30, 2010.  This evaluation was conducted by George Dory, our Chief
Executive Officer, President, and principal financial and accounting
officer.





Disclosure
controls are controls and other procedures that are designed to ensure that
information that we are required to disclose in the reports we file pursuant to
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported.





Limitations
on the Effectiveness of Controls





Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all error and fraud.  A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are
met.





40




Further,
any control system reflects limitations on resources, and the benefits of a
control system must be considered relative to its costs.  These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake.
 Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control.  A design of a control system is also based upon certain
assumptions about potential future conditions; over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate.  Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and may not be detected




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
SEC that permit the Company to provide only the management's report in this
annual report.




Conclusion





Based
upon his evaluation of our controls, our Chief Executive Officer and principal
financial and accounting officer has concluded that, subject to the limitations
noted above, the disclosure controls and financial reporting controls are
effective providing reasonable assurance that material information relating to
us is made known to management on a timely basis during the period when our
reports are being prepared.  There were no changes in our internal controls
and internal controls over financial reporting that occurred during the period
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.





Item
9(B).  Other Information.





None





PART
III





Item
10.  Directors, Executive Officers and Corporate
Governance.





The
directors and executive officers of the Company are:





Name
              
              Age
              
              PositionGeorge
      (Gyorgy) T. Dory
              
              55
              
              Director,
      Chief Executive Officer, President, Treasurer and
  SecretaryRichard
      J. Kehmeier,
              
              62
              
              DirectorJared
      Beebe
              
              60
              
              Director





41





Mr. Dory
became a director and the chief executive office, Patient, Secretary and
Treasure of The Company on February 26,2010. From January to April 2009, he was
the finance director for manufacturing with Alstom Power Systems. From November
2006 to March 2008, he was the finance operational controller with Honeywell
Technologies Sarl. From September 2005 to November 2006, he was the financial
controller for Honeywell Hotechnikai Kft., and between 1999 and 2005, he was the
financial director/controller of Tyco Electronics Hungary Kft. In 1982, Mr. Dory
received his bachelors of business administration from Concordia University, and
also received his MBA from Concordia University in 1985.





Mr. Beebe
became a director of the company on April 12, 2010. Mr. Beebe is an exploration
geologist with over 20 years of experience working in the mining industry. He is
currently the Regional Exploration Manager with Alexandria Minerals of Val D’Or
Quebec. From June 1997 to December 2009, he was a Senior Geologist and Project
Manager for Whistle Pig Exploration Inc. and worked with such clients as
Endeavor Silver, Clifton Star Resources, Freewest Resources, Noront Resources,
Kootenay Gold, Soho Resources and Unigold Resources. In 1996 and 1997, he worked
for Watts, Griffes and McOuat, and from February 1987 to August 1996, he worked
as a Contract Geologist and Project Geologist for various companies. Mr. Beebe
earned his Bachelor of Science degree in Geology from Metropolitan State
College, Denver, Colorado in 1981. He is a member of the American Instituite of
Professional Geologist, the Geological Society of Nevada, the Ordre du Geologues
du Quebec, and the Society of Economic Geologists. He is also currently a
director for Patriot Gold and American Goldfields.





Mr.
Kehmeier became a director of the company on April 12, 2010. During the past 40
years, Mr. Kehmeier has been practicing geologist in the United States, Canada
and internationally. Since 2008, he has worked as a Senior Geologist with Vector
Engineering, and from 1999 to 2008, he has been a consultant geologist for
various companies. Over the years he has worked with such companies as Midwest
Oil, Anaconda, URADCO, Union Carbide, Atlas, Gold Reserve, and Golden Odyssey.
He is currently a director of American Goldfields and Colonnade
Capital.  Mr. Kehmeier is also a member of the Board of Directors of
American Goldfields and of Colonnade Capital.  Mr. Kehmeier obtained
his Bachelor of Science Degree in geological Engineering in 1970 and his Master
of Science in Geology in 1973 from the Colorado School of Mines. Mr. Kehmeier is
a member of the American Institute of Professional Geologist, the Society of
Economic Geologists, and the Geological Society of Nevada.





Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.





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





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





Consultants





The
Company expects to use consultants in the future to the extent necessary and
appropriate. The Company does not delegate its authority and responsibility to
make management decisions to consultants or any other persons, nor shall any
consultant have any discretionary authority or the authority to bind the Company
in any material respect.





42





Item
11.   Executive Compensation.





All
executive officers, for services in all capacities to the Company, received the
following compensation during the fiscal years ended September 30, 2010 and
2009.




Long-Term CompensationAnnual compensation
                          
                          
                          Awards
                          
                          
                          
                          
                          
                          PayoutsName and
                            Principal
                            Position
                          
                          Fiscal
                            Year
                          
                          Salary(1)
                          
                          
                          Bonus
                          
                          
                          Other
                            Annual
                            Compensation
                          
                          
                          Restricted
                            Stock
                            Awards(2)
                          
                          
                          Securities
                            Underlying
                            Options/
                            SARs
                          
                          
                          LTIP
                            Payouts
                          
                          
                          All Other
                            CompensationGeorge
      T. Dory,
                          
                          2010
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          30,048
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0Chief
      Executive Officer, President,Secretary
      and TreasurerKyle
      Beddome
                          
                          2010
                          
                          $
                          1000 00
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0Chief
      Executive Officer, President. Secretary and Treasurer
                          
                          2009
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0





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








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








Committees of the Board of
Directors





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





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





Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s executive
officers and directors, and persons who beneficially own more than ten percent
of the Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.





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





Benefit
Plans





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





43





Board
Compensation





Directors
of the Company have received compensation in their capacity as directors during
the fiscal years ended September 30, 2010 and 2009. Mr. Richard J. Kehmeier and
Mr. Jared Beebe, directors of the Company, currently receive compensation of
$500 per month for their services to the Company.





Director and Officer
Indemnification and Limitations on Liability





Article
Twelfth of our Articles of Incorporation and Section 6.3 of Article VI of our
Bylaws limit the liability of directors, officers and employees to the fullest
extent permitted by Nevada law. Consequently, our directors will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, except in the following circumstances:





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





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





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





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





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





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





The
following table sets forth information on the ownership of the outstanding
Common Stock of the Company by officers and directors, as well as those who own
beneficially more than five percent of our outstanding Common Stock, base on
59,360,000 common shares as of  September 30, 2010.





44





Name
      and Address
                                          
                                          Amount
      and Nature
                                          
                                          
                                          Percentageof Beneficial Owner
                                          
                                          of Beneficial Ownership
                                          
                                          
                                          of ClassGeorge
      T. Dory
                                          
                                          31,500,000
      shares
                                          
                                          
                                          
                                          53.1
                                          %81
      Oxford StreetLondon,
      WID 2EU,United
      KingdomJared
      Beebe
                                          
                                          
                                          0
                                          
                                          
                                          
                                          0455
      Croissant BoyerIle-Bizard,
      QC H9C 252CanadaRichard
      J. Kehmeier
                                          
                                          
                                          0
                                          
                                          
                                          
                                          025187
      Red Cloud DriveConifer,
      Colorado 80433Cede
      & Co.
                                          
                                          18,720,000
      shares
                                          
                                          
                                          
                                          31.54
                                          %Box
      20Bowling
      Green StationNew
      York, New York 10004Officers
      and Director as a group(three
      persons)
                                          
                                          31,500,000
      shares
                                          
                                          
                                          
                                          53.1
                                          %


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





Item
13.   Certain Relationships and Related Transactions, and
Director Independence.





Not
Applicable.  See Item 8 – Note 3 to the financial statements of the
Company.





45





Item
14.  Principal Accounting Fees and Services.





The
aggregate fees billed by our principal accounting firm for fees billed for
fiscal years ended September 30, 2010 and 2009, are as follows:


Name
                
                Audit Fees
                
                
                Audit Related
                  Fees
                
                
                Tax Fees
                
                
                All Other
                  FeesLBB
      and Associates Ltd., LLP for fiscal year ended  September 30,
      2010
                
                $
                16,525
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0LBB
      and Associates Ltd., LLP  for fiscal year
      ended  September  30, 2009
                
                $
                11,500
                
                
                $
                1,300
                
                
                $
                0
                
                
                $
                0





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





PART
IV





Item
15.   Exhibits. Financial Statement Schedules.





Exhibits





1.1
            The
      Articles of Incorporation of the Company are incorporated by reference
      herein to Exhibits3.1
      and 3.2 to the Form S-1 registration statement filed by the Company on
      December 31, 2008 [File No.
333-156526]





3.1
              By
      Laws of the Company





10.1
            Option
      Agreement dated March 13, 2010 with MinQuest, Inc. to Acquire mining
      claims in LaPaz County, Arizona, krown as the Little Butte property, is
      herby incorporated herein by reference to Exhibit 10.1 to the Form 8-K
      current report of the Company filed on March 16,
  2010.





10.2
            Amendment
      to Option Agreement with MinQuest Inc. dated March 12, 2010, is hereby
      incorporated herein by reference to Exhibit 10.4 to the Form 10-Q
      quarterly report of the Company for the period ended March 31,
      2010.





10.3
            Lode
      Mining Claims to use 1-4 claims in Esmeralda County, Nevada, issued by
      U.S. Bureau of Land Management dated August 7,
  2008.





46





11
            Statement
      re: computation of per share earnings Reference is made to the statements
      of operations of the financial statements of the Company for the fiscal
      year ended September 30, 2010, included in this Form 10-K annual report of
      the Company.





14.1
            Code
      of Ethics is hereby incorporated herein by reference to Exhibit 14.1 to
      the Form 10-K Annual Report of the Company for the fiscal year ended
      September 30,2009.





21
            Description
      of subsidiaries





31.1
            Certification
      of George Dory





32.1
            Certification
      of George Dory





47





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.





Tuffnell
      Ltd.Date: January
      11, 2011
              By:
              /s/ George DoryGeorge
      DoryDirector,
      Chief Executive Officer, President, Treasurer, chief financial officer and
      principal accounting officer, and
Secretary





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





Tuffnell
      Ltd.Date: January
      11, 2011
              By:
              /s/ George DoryGeorge
      DoryChief
      Executive Officer, Treasurer, chief financial officer and accounting
      officer, and Secretary





48