U.S.
Securities and Exchange Commission

Washington,
D.C. 20549



Form
10-K/A

(Amendment No. 1)



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



For the fiscal year ended August 31, 2011



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: 001-34976



Gunpowder Gold Corporation

(fka Spartan Business Services Corporation)

(Exact name of registrant as specified in its
charter)



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



4835 Impressario Court

Suite 109

Las Vegas, NV 89149



(Address of principal executive offices)



Registrant’s telephone number, including
area code: 702-380-7865



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



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



Common Stock, $.001 par value

Title of Class



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



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



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



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







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



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



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



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



The aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity
as of November 27 was approximately $18,100,392.



APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



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



(APPLICABLE ONLY TO CORPORATE REGISTRANTS)



Indicate the number of shares outstanding of
each of the registrant's classes of common stock, as of the last practicable date: 90,501,961 shares outstanding $ .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.













EXPLANATORY NOTE



The purpose of this Amendment No. 1 to the
Company's Annual Report on Form 10-K for the year ended August 31, 2011, filed with the Securities and Exchange Commission on December
14, 2011 (the "Form 10-K"), is solely to correct a clerical error on the cover page and in Item 12.



No other changes have been made to the Form
10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K and does not reflect
events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made
in the original Form 10-K.





Item 6. Exhibits.



|Exhibit No. |  | Description                            | Where Found     
|----------- |  | -------------------------------------- | ----------------
|31.1        |  | Rule 13a-14(a)/15d14(a) Certifications | Filed Previously
|32.1        |  | Section 1350 Certifications            | Filed Previously
|            |  |                                        |                 

















Gunpowder
Gold Corporation



TABLE OF CONTENTS



Glossary of Mining Terms



|PART I    
|----------
|Item 1    
|Item 1A   
|Item 1B   
|Item 2    
|Item 3    
|Item 4    
|          
|PART II   
|Item 5    
|Item 6    
|Item 7    
|Item 7A   
|Item 8    
|          
|PART III  
|Item 10   
|Item 11   
|Item 12   
|Item 13   
|Item 14   
|          
|PART IV   
|Item 15   
|          
|Signatures















Glossary
of Mining Terms



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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

1





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



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



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



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



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



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



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



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



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



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



Volcanic center.Origin of major volcanic
activity



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

2





PART
I



Forward-Looking
Statements



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



The Company has based the forward-looking statements
relating to the Company’s operations on management’s current expectations, estimates and projections about the Company
and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about
future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those
contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited
to general economic and business conditions, competition, and other factors.



Item 1.    Description
of Business



Gunpowder Gold Corporation (formerly called
Spartan Business Services Corporation) (the “Company) is engaged in natural resource exploration and is focused on the acquisition,
exploration and development of natural resource properties. Currently, we are in the exploration state and are undertaking exploration
programs in Arizona.



History



On November 19, 2008, the Company was incorporated
under the laws of the State of Nevada, with the corporate name of Spartan Business Services Corporation..  The Company
intended to provide various business services to third parties but did not conduct any active business.



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



In November 2010, the Company revised and restated
its Articles of Incorporation to change its name to Gunpowder Gold Corp, and to increase the amount of authorized capital to 305,000,000,
consisting of 5,000,000 Preferred shares and 300,000,000 Common shares, and to affect a 10:1 forward stock split.



The Company changed its name to Gunpowder Gold
Corporation, and changed its trading symbol on the over-the-counter Bulletin Board (OTCQB) to GUNP to reflect this new focus.



On January 21, 2011, the Company entered into
an Option Agreement with Horizon Exploration Inc. ("Horizon"), whereby Horizon granted the Company the sole and exclusive
right and option to acquire an undivided 100% right, title and interest in and to the Dome Rock Property being located in
La Paz County, Arizona subject to a 3.0% net smelter royalty. The 1,280 acre Dome Rock property, consists of 62 unpatented
mining claims in the Dome Rock Mountains in the northwest area of the State of Arizona, in the fairway of the world famous Walker
Lane Gold Trend (the "Property").



On January 24, 2011, Mr. Richard Kehmeier and
Mr. Dennis Lance were appointed Directors of the Company.

3





Business Operations



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



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



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



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



Competition



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



Government Regulation



The federal government and various state and
local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment.
We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include
requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting
claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for
natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations
change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

4





Any exploration or production on United States
Federal land will have to comply with the Federal Land Management Planning Act which has the effect generally of protecting the
environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered
Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case-by-case
basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must
be factored into the overall cost evaluation of whether to proceed with the project.



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



Employees



Currently, we have no full time employees.
Our sole officer and three Directors provide planning and organizational services on a part-time basis.



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



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



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 report of our contracted mining engineer with regard to our claims. To complete the recommended exploration phases,
we may be required to raise additional capital through securities offerings, debt or loans, 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
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 mining exploration
or 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 preparing to engage a professional engineer to prepare an initial report and
evaluation of future claims. We have not generated any revenues since our inception.

5





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



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



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 silver deposit. Because our current capitalization is insufficient to achieve such further drilling, testing, exploration,
and engineering studies, it will be necessary to raise additional funds. If we are unable to raise such funds, we would be forced
to suspend or cease our activities.



Because our officers and directors 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.



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

6





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.



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



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



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



The 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 silver;
|- |  | ------------------------------------------------------------

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

|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.



7





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 proposed 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 future 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.



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.
|- |  | ---------------------------------------

8





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.



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.

9





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.



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.



We will require additional funds to achieve
our current business strategy goals. An inability to secure adequate funding will cause our business to fail.



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



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

Certain directors work
for other mining and mineral exploration companies. Due to time demands placed on our directors and officers, and due to the competitive
nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely
affect our ability to conduct our business. Certain directors’ full-time employment with other entities limits the amount
of time they can dedicate to us as a director. Our directors may have a conflict of interest in helping us identify and obtain
the rights to mineral properties because they may also be considering the same properties. To mitigate these risks, we work with
several geologists in order to ensure that we are not overly reliant on any one of our directors to provide us with geological
services. However, we cannot be certain that a conflict of interest will not arise in the future. To date, there have not been
any conflicts of interest between any of our directors or officers and the Company.

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

As noted in our financial statements, the Company
has incurred a net operating loss of $489,375 through August 31, 2011. The Company has not commenced its operations and is still
in the exploration stage, raising substantial doubt about the Company’s ability to continue as a going concern.



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

10





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



Because of the speculative nature of exploration
and development, there is a substantial risk that our business will fail.



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



Because we have not commenced business operations,
we face a high risk of business failure due to our inability to predict the success of our business



We are in the early stages of exploration of
our mineral claims and thus have no way to evaluate the likelihood that we will be able to operate our business successfully. To
date we have been involved primarily in organizational activities, and the acquisition and exploration of the mineral claims. We
have not earned any revenues as of the date of this report.



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



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



In addition, the search for valuable minerals
involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have
a material adverse effect on our financial position.



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



Prior to completion of our exploration stage,
we anticipate that we will incur increased operating expenses without realizing any revenues. Therefore, we expect to incur significant
losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of
our mineral claims we will not be able to earn profits or continue operations. There is no history upon which to base any assumption
as to the likelihood that we will prove successful, and we can provide shareholders and potential investors with no assurance that
we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks,
our business will most likely fail.



Because access to our mineral claim may
be restricted by inclement weather, we may be delayed in our exploration



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



Because our President has only agreed to
provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business
operations, causing our business to fail

11





Because we are in the early stages of our business,
Mr. Pestell, the only officer of the company, will not be spending all of his time working for the Company. Mr. Pestell
will expend enough time to undertake the work programs that have been approved by the Company. Later, if the demands of our business
require additional time from Mr. Pestell, he is prepared to adjust his timetable to devote more time to our business. However,
it still may not be possible for Mr. Pestell to devote sufficient time to the management of our business, as and when needed,
especially if the demands of Mr. Pestell’s other interests increase. Competing demands on Mr. Pestell’s time
may lead to a divergence between his interests and the interests of our shareholders.



Risks Related To Governmental
Regulations



As we undertake exploration of our mineral
claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration programs



There are several governmental regulations
that materially restrict mineral exploration. We will be subject to the federal, state and local laws of the United States, where
we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any
physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory
compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our
exploration programs.



Item 1B.  Unresolved Staff Comments.



None



Item 2.    Description
of Properties.



The principal executive offices of the Company are leased and are located at 4830 Impressario Court, Suite
109, Las Vegas, NV 89149.



In the following discussion relating to our
interests in mining property, there are references to “patented” mining claims and “unpatented” mining
claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title
to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any
other private land and is subject to local property taxes. An unpatented mining claim on U.S. government lands establishes a claim
to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes.
No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws
permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim
that is later declared invalid by the U.S. government, one could be evicted.



Dome Rock Property



Acquisition of Interests



Pursuant to an Option Agreement, dated January
21, 2011, with Horizon Exploration Inc. ("Horizon") (the “Option Agreement”), the Company acquired the sole
and exclusive right and option to acquire an undivided 100% right, title and interest in and to the Dome Rock Property located
in La Paz County, Arizona subject to a 3.0% net smelter royalty.



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



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

12





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



In the event that the company spends, in any
period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred
in the succeeding period for no more than three consecutive years. In the event the exploration expenditures are not completed
during the required time frame, any deficits will be paid in cash to Horizon immediately after the end of the anniversary in which
it occurs.



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



If and when the Option has been exercised,
a 100% right, title and interest in and to the Property will vest in the Company free and clear of all charges, encumbrances and
claims, save and except for the Royalty. At such time, the Company shall be entitled to record such transfers at its own cost with
the appropriate government office to effect legal transfer of such interest in the Property into the name of the Company



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



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



Horizon has first given the Company notice
of the default containing particulars of the obligations which the Company has not performed or the warranty breached and the Company
has not, within 30 days following delivery of such notice of default, cured such default or commenced proceedings to cure such
default by appropriate payment or performance, the Company hereby agreeing that should it so commence to cure any default it will
prosecute the same to completion without undue delay. In the event the Company is forced to cure the defect to preserve the status
of the property, the cure of the defect by the Company will include a 10% overhead to Horizon.



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

13





Description and Location of the Dome Rock
Property



Note: The “Dome Rock” Property
located in La Paz County, Arizona is identified in the maps below as “BHR CLAIM GROUP” .



14







15





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



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



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



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



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



Gunpowder's Dome Rock project is just 9 miles
south of the famous Copperstone mine which is located at the Northern tip of the Dome Rock Mountain chain. To this day, Copperstone
lays claim to the largest gold discovery in Arizona in recent history. Cyprus Gold profitably open pit mined 500,000 oz of gold
between 1987-1983. American Bonanza Gold Corporation is presently exploring the remaining underground resource, which contains
a 0.363 oz/t oxide gold resource with 313,000 ounces of gold in the Measured and Indicated categories and 256,000 ounces of gold
in the Proven and Probable Mineral Reserves category.

16





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



Current State of Exploration

The Company has completed
the first sub-phase (1-A) of its two part Initial exploration program on the Dome Rock property in Arizona.
The phase 1-A exploration program included sediment sampling wherein multiple sediment samples were taken on several of the washes
draining the claims. Sample locations were determined in the field and established by GPS. Samples were submitted for assay. Outcrop
sampling was also conducted and chip samples were sent for assay.
Assay results were encouraging in that several of the samples presented similar metals ratios (Cu to Au) as other deposits in the
district (Little Butte and Copperstone). Management considers this important because it indicates that the Dome Rock claim block
may be proximal to economic mineralization.
Several samples also contained the abundant hematite that is typical of ore grade mineralization in the Plomosa district.
Based on the results of the data gathered and analyzed in the first phase (1-A) of the exploration program, the Company now has
enough information to advance the project to its next phase (1-B). The Company is planning to map some of the geological structures
that are present on the Dome Rock property and also take further rock chip samples, which will be submitted for assay. The Company’s
objective is to delineate drill targets to move forward with an aggressive drilling program.Dome Rock Claim
The property consists of steep ridges separated by deeply incised washes lying mostly on the northeast side of the Dome Rock Mountains.
Topographic relief on the property is over 500 feet. A large, northeastward-trending wash system drains most of the eastern and
central parts of the property. Smaller washes drain the extreme northern, western and southern parts. The property is accessible
using a normal passenger vehicle. The site does not have any permanent equipment , water and electricity are not currently available.

17





Geological Exploration
Program
The Dome Rock property is located in a region with extensive exploration history, indicating that resources are present and the
prospect for economic recovery of gold support management's decision to proceed with further exploration. The property is located
in close proximity to that of other major deposits along the same geological formation, and may have the potential to hold reserve
deposits equal to those of other companies located in the area.
Gunpowder has launched its Initial Phase exploration program, which includes stream sediment sampling wherein multiple stream sediment
samples will be taken on several of the washes draining the claims. Sample locations will be determined in the field and established
by GPS. Samples will be submitted for 34 element analysis by ICP (inductively-coupled plasma) and gold analysis by gold assay and
ICP finish. The 34 element analysis will cover "pathfinder minerals" which often occur with gold deposits.
Outcrop merit sampling will also be conducted during stream sediment sampling and chip samples will be taken for assaying. Fire
assays of previously taken samples will also be undertaken. The company will fire assay samples taken from BHR claims 1 through
61 together with 5 samples taken from a vein located in the BHR 62 claim.
The results of the sampling and assaying will be covered in a geological report, and recommendation will be provided to management
so that further exploration may take place on the property as expeditiously as possible.

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



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



PART II



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



General



Market Information.



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



|Financial Quarter | Bid Price Information*
|----------------- | ----------------------
|Year              | Quarter               
|2011              | Fourth Quarter        
|Third Quarter     | $0.30                 
|Second Quarter    | $1.18                 
|First Quarter     | $1.19                 
|2010              | Fourth Quarter        
|Third Quarter     | $.40                  
|Second Quarter    | $.45                  
|First Quarter     | $.00                  



18







|(1) | The Common Stock of the Company became eligible for trading on the over-the-counter Bulletin Board on December 6, 2010.                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|(2) | The prices of the Common Stock of the Company have been adjusted to reflect the 10-for-1 forward stock split of the Common Stock that became effective on November 19, 2010.
|    |                                                                                                                                                                             
|(3) | The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.                                      



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.



Warrants or Options.



Please refer to Note 6 under the caption “Stockholders’
Equity and Warrants” for detailed information regarding to outstanding warrants.



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





Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Securities.



Please refer to Note 6 under the caption “Stockholders’
Equity and Warrants” for detailed information regarding to private placements.



Purchases of
Equity Securities by the Company and Affiliated Purchasers.



There were no purchases of equity securities
by the Company or affiliates during the fiscal year ended August 31, 2011.



Item 6.   Selected Financial Data



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



19





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



Overview



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



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



Plan of Operation



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



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



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



Dome Rock



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





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



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

_________________________________



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



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

20





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



Results of Operations



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



Comparison of fiscal year ended August 31,
2011, to the fiscal year ended August 31, 2011, to the fiscal year ended August 31, 2009:



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



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



Advertising and Marketing. Advertising
and marketing costs increased by $19,505 from the fiscal years ended August 31, 2010 to fiscal year ended August 31 2011.



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



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



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



Liquidity and Capital Resource



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



21







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



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



As a “smaller reporting company,”
as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

22







Item 8.  Financial Statements and Supplementary
Data



GUNPOWDER GOLD CORP.

(Formerly: Spartan Business Services Corp.)

(An Exploration Stage Company)



FINANCIAL STATEMENTS



August 31, 2011



23







SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Board of Directors and Stockholders
of

Gunpowder Gold Corp. (fka Spartan Business
Services Corp.)

(An Exploration Stage Company)



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



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 audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



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



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



/s/ Seale and Beers, CPAs



Seale and Beers, CPAs

Las Vegas, Nevada

December 12, 2011





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

24







GUNPOWDER GOLD CORP.

(formerly: Spartan Business Services Corp.)

(A Exploration Stage Company)

Balance sheets



|                                                                                                                                                                |  | August 31,  2011 |          | August 31,  2010
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | ----------------
|ASSETS                                                                                                                                                          |  |                  |          |                 
|                                                                                                                                                                |  |                  |          |                 
|Current assets:                                                                                                                                                 |  |                  |          |                 
|Cash and cash equivalents                                                                                                                                       |  | $                | 57,396   |                 
|Prepaid expense                                                                                                                                                 |  |                  | 5,435    |                 
|Deposit                                                                                                                                                         |  |                  | 542      |                 
|Total current assets                                                                                                                                            |  | $                | 63,374   |                 
|                                                                                                                                                                |  |                  |          |                 
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                  |  |                  |          |                 
|                                                                                                                                                                |  |                  |          |                 
|Current liabilities:                                                                                                                                            |  |                  |          |                 
|Accounts payable                                                                                                                                                |  | $                | 18,416   |                 
|Accounts payable to related-party                                                                                                                               |  |                  | 3,000    |                 
|Note payable to related-party                                                                                                                                   |  |                  | 76,860   |                 
|Total current liabilities                                                                                                                                       |  |                  | 98,276   |                 
|                                                                                                                                                                |  |                  |          |                 
|Stockholders' equity                                                                                                                                            |  |                  |          |                 
|Preferred stock; $.001 par value, 5,000,000 shares authorized, zero shares issued and outstanding                                                               |  |                  | —        |                 
|Common stock; $.001 par value, 300,000,000 shares authorized; 90,501,961 and 90,000,000 shares issued and outstanding at August 31, 2011 and 2000, respectively |  |                  | 90,502   |                 
|Additional paid-in-capital                                                                                                                                      |  |                  | 363,971  |                 
|Deficit accumulated during exploration stage                                                                                                                    |  |                  | (489,375 | )               
|Total stockholders' equity (deficit)                                                                                                                            |  |                  | (34,902  | )               
|                                                                                                                                                                |  |                  |          |                 
|Total liabilities and stockholders' equity (deficit)                                                                                                            |  | $                | 63,374   |                 



The accompanying notes are an integral part
of the financial statements



25







GUNPOWDER GOLD CORP.

(formerly: Spartan Business Services Corp.)

(A Exploration Stage Company)

Statements of Operations



|                                                             |  |                 |            |                 |  | November 19, 2008
|------------------------------------------------------------ |  | --------------- | ---------- | --------------- |  | -----------------
|                                                             |  | For the         |            | For the         |  | (Inception)      
|                                                             |  | year ended      |            | year ended      |  | through          
|                                                             |  | August 31, 2011 |            | August 31, 2010 |  | August 31, 2011  
|                                                             |  |                 |            |                 |  |                  
|Revenues                                                     |  | $               | —          |                 |  | $                
|                                                             |  |                 |            |                 |  |                  
|Operating expenses                                           |  |                 |            |                 |  |                  
|General and administrative                                   |  |                 | 223,326    |                 |  |                  
|Consulting fee - related-party                               |  |                 | 52,000     |                 |  |                  
|Advertising and marketing                                    |  |                 | 19,505     |                 |  |                  
|Impairment loss on mineral claim                             |  |                 | 20,000     |                 |  |                  
|Exploration cost                                             |  |                 | 77,649     |                 |  |                  
|                                                             |  |                 | 393,480    |                 |  |                  
|                                                             |  |                 |            |                 |  |                  
|Income (loss) from operations                                |  |                 | (393,480   | )               |  |                  
|                                                             |  |                 |            |                 |  |                  
|Other income (expense)                                       |  |                 |            |                 |  |                  
|Other income                                                 |  |                 |            |                 |  |                  
|(loss) from foreign exchange                                 |  |                 | (404       | )               |  |                  
|Loss before income taxes                                     |  |                 | (392,884   | )               |  |                  
|                                                             |  |                 |            |                 |  |                  
|Income tax expense                                           |  |                 | —          |                 |  |                  
|Net income (loss)                                            |  | $               | (392,884   | )               |  | $                
|                                                             |  |                 |            |                 |  |                  
|Basic and diluted loss per common share                      |  | $               | (0.00      | )               |  | $                
|                                                             |  |                 |            |                 |  |                  
|Basic and diluted weighted average common shares outstanding |  |                 | 90,308,612 |                 |  |                  



The accompanying notes are an integral part
of the financial statements



26







GUNPOWDER
GOLD CORP.

(formerly: Spartan Business Services Corp.)

(A Exploration Stage Company)

Statements of Stockholders' Equity (Deficit)



|                                                                                                         |  |                 |   |              |  |         |   |             |  |               |             | Accumulated    |  |          
|-------------------------------------------------------------------------------------------------------- |  | --------------- | - | ------------ |  | ------- | - | ----------- |  | ------------- | ----------- | -------------- |  | ---------
|                                                                                                         |  |                 |   |              |  |         |   |             |  | Additional    |             | Deficit during |  | Total    
|                                                                                                         |  | Preferred stock |   | Common Stock |  | paid-in |   | Development |  | Shareholders'
|                                                                                                         |  | Shares          |   | Amount       |  | Shares  |   | Amount      |  | capital       |             | Stage          |  | (deficit)
|                                                                                                         |  |                 |   |              |  |         |   |             |  |               |             |                |  |          
|Balance November 19, 2008 (date of inception)                                                            |  |                 | — |              |  | $       | — |             |  |               | —           |                |  | $        
|Common shares issued for cash on   November 25, 2008 at $0.0001 per share                                |  |                 | — |              |  |         | — |             |  |               | 75,000,000  |                |  |          
|Common shares issued for service on November 25, 2008 at $0.0001 per share                               |  |                 | — |              |  |         | — |             |  |               | 25,000,000  |                |  |          
|Common shares issued relating to private placement, at $0.001 per share, net of $1,527 of offering costs |  |                 | — |              |  |         | — |             |  |               | 40,000,000  |                |  |          
|Net (loss) from Inception through August 31, 2009                                                        |  |                 | — |              |  |         | — |             |  |               | —           |                |  |          
|Balance August 31, 2009                                                                                  |  |                 | — |              |  | $       | — |             |  |               | 140,000,000 |                |  | $        
|                                                                                                         |  |                 |   |              |  |         |   |             |  |               |             |                |  |          
|Capital contribution, March 1 and May 6, 2010                                                            |  |                 |   |              |  |         |   |             |  |               |             |                |  |          
|Common shares cancelled, August 31, 2010                                                                 |  |                 | — |              |  |         | — |             |  |               | (50,000,000 | )              |  |          
|Net (loss) for the year ended August 31, 2010                                                            |  |                 | — |              |  |         | — |             |  |               | —           |                |  |          
|Balance August 31, 2010                                                                                  |  |                 | — |              |  | $       | — |             |  |               | 90,000,000  |                |  | $        
|                                                                                                         |  |                 |   |              |  |         |   |             |  |               |             |                |  |          
|Common shares issued relating to private placement, February 24, 2011 at $0.75 per share                 |  |                 | — |              |  |         | — |             |  |               | 266,667     |                |  |          
|Common shares issued relating to private placement, April 8, 2011 at $0.85 per share                     |  |                 | — |              |  |         | — |             |  |               | 235,294     |                |  |          
|Net (loss) from Inception through August 31, 2011                                                        |  |                 | — |              |  |         | — |             |  |               | —           |                |  |          
|Balance August 31, 2011                                                                                  |  |                 | — |              |  | $       | — |             |  |               | 90,501,961  |                |  | $        



All numbers have been retroactively stated
per the 10:1 forward split affected in Nov 2010.



The accompanying notes are an integral part
of the financial statements



27







GUNPOWDER GOLD CORP.

(formerly: Spartan Business Services Corp.)

(A Exploration Stage Company)

Statements of Cash Flows



|                                                                            |  |                 |          |                 |  | November 19, 2008
|--------------------------------------------------------------------------- |  | --------------- | -------- | --------------- |  | -----------------
|                                                                            |  | For the         |          | For the         |  | (Inception)      
|                                                                            |  | year ended      |          | year ended      |  | through          
|                                                                            |  | August 31, 2011 |          | August 31, 2010 |  | August 31, 2011  
|                                                                            |  |                 |          |                 |  |                  
|Operating activities:                                                       |  |                 |          |                 |  |                  
|Net loss                                                                    |  | $               | (393,884 | )               |  | $                
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                 |          |                 |  |                  
|Amortization of prepaid expense                                             |  |                 |          |                 |  |                  
|Stock issued for services                                                   |  |                 | —        |                 |  |                  
|Impairment loss on mineral claim                                            |  |                 | 20,000   |                 |  |                  
|Expenses paid by shareholder/officer                                        |  |                 | 36,160   |                 |  |                  
|Changes in operating assets and liabilities:                                |  |                 |          |                 |  |                  
|(Increase) in prepaid expense                                               |  |                 | (5,436   | )               |  |                  
|(Increase) in depopsit                                                      |  |                 | (542     | )               |  |                  
|(Decrease) increase in accounts payable to related-party                    |  |                 | 3,000    |                 |  |                  
|(Decrease) increase in accounts payable                                     |  |                 | 16,938   |                 |  |                  
|Net cash (used in) operating activities                                     |  |                 | (322,764 | )               |  |                  
|                                                                            |  |                 |          |                 |  |                  
|Investing activities:                                                       |  |                 |          |                 |  |                  
|Purchase of mineral claim                                                   |  |                 | (20,000  | )               |  |                  
|Net cash provided by investing activities                                   |  |                 | (20,000  | )               |  |                  
|                                                                            |  |                 |          |                 |  |                  
|Financing activities:                                                       |  |                 |          |                 |  |                  
|Capital contribution                                                        |  |                 |          |                 |  |                  
|Proceeds from issuance of common stock                                      |  |                 | 400,000  |                 |  |                  
|Net cash provided by financing activities                                   |  |                 | 400,000  |                 |  |                  
|                                                                            |  |                 |          |                 |  |                  
|Net change in cash                                                          |  |                 | (57,236  | )               |  |                  
|Cash, beginning of period                                                   |  |                 | 160      |                 |  |                  
|Cash, ending of period                                                      |  | $               | 57,396   |                 |  | $                
|                                                                            |  |                 |          |                 |  |                  
|Supplemental cash flow disclosures                                          |  |                 |          |                 |  |                  
|Cash paid for:                                                              |  |                 |          |                 |  |                  
|Interest expense                                                            |  | $               | —        |                 |  | $                
|Income taxes                                                                |  | $               | —        |                 |  | $                
|Non-cash activities:                                                        |  |                 |          |                 |  |                  
|Issuance of common stock for services                                       |  | $               | —        |                 |  | $                
|Loss from foreign exchange                                                  |  | $               | 404      |                 |  | $                



The accompanying notes are an integral part
of the financial statements



28







GUNPOWDER GOLD CORP.

(Formerly: Spartan Business Services
Corp.)

(A Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS





Note 1. Nature of Business and Summary
of Significant Accounting Policies

The summary of significant accounting
policies is presented to assist in the understanding of the financial statements. The financial statements and notes are representations
of management. These accounting policies conform to accounting principles generally accepted in the United States of America and
have been consistently applied in the preparation of the financial statements.

Nature of business and organization

Gunpowder Gold Corp. (the “Company”),
formerly named Spartan Business Services Corp., was incorporated in the State of Nevada on November 19, 2008. The Company is an
Exploration Stage Company as defined by Guide 7 of the Securities Exchange Commission’s Industry Guide and ASC
Topic 915-10 “Development Stage Entities”. The Company has entered into an agreement to acquire a mineral
property located in the La Paz County, Arizona, and has not yet determined whether this property contains reserves that are economically
recoverable. The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves,
confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing
to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds from the
sale thereof



Use of estimates

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



Cash and cash equivalents

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

Revenue recognition

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

Advertising costs

Advertising costs are generally expensed
as incurred and are included in selling and marketing expenses in the accompanying statement of operations. As of August 31, 2011,
there were $19,505 advertising costs incurred, and none for 2010

Environmental expenditures

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

Concentrations of credit risk

The Company’s financial instruments that
are exposed to concentrations of credit risk primarily consist of its cash and accounts payable. The Company places its cash and
cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular
financial institution may exceed any applicable government insurance limits.



29







Note 1. Nature of Business and Summary
of Significant Accounting Policies -continued

Mineral Rights and Exploration Costs

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



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



Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived
assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
The assets are subject to impairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that their
carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis
will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of
Long-Lived Assets.



Risks and uncertainties

The Company operates in the resource exploration
industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks
associated with operating a resource exploration business, including the potential risk of business failure.



Basic and diluted net loss per share

The Company computes net loss per share in
accordance with FASB ASC 260, “Earnings per Share”, which requires presentation of both basic and diluted earnings
per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common
shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives
effect to all potentially dilutive common shares outstanding during the period.



In computing Diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.



Comprehensive income

The Company accounts for comprehensive
income (loss) in accordance with ASC Topic 220 "Reporting Comprehensive income" which requires comprehensive income (loss)
and its components to be reported when a company has items of comprehensive income (loss). Comprehensive income (loss) includes
net income (loss) plus other comprehensive income (loss). There are no differences or reconciling items between net income and
comprehensive income for the years ended August 31, 2011 and 2010.

Income taxes

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

30







Deferred income taxes
reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and
assets as of August 31, 2011 and 2010 are as follows:



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



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



Reconciliations of
the U.S. federal statutory rate to the actual tax rate for the years ended August 31, 2011 and 2010 is as follows:



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



Newly issued pronouncements

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



Note 2. Going Concern



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



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

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



31







Note 3. Mineral Property



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

1.Scheduled option agreement payments as defined below:

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

·$20,000 on or before the first anniversary of the Agreement;

·$30,000 on or before the first anniversary of the Agreement;

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

·$50,000 on or before the first anniversary of the Agreement;

·$60,000 on or before the fifth, sixth and seventh anniversary of the Agreement;



2.Paying any amounts to keep the property in good standing



3.Annual work requirements as defined below:

·Exploration expenditures on the property of $750,000 on or before the first and second anniversary
of the Agreement;

·Exploration expenditures on the property of $500,000 on or before the third anniversary of
the Agreement;



During the year ended August 31, 2011, the
Company recorded $20,000 in acquisition cost for mineral claims. The acquisitions costs have been impaired and expensed during
the current period because there have not been any reserves established and we could not project any future cash flows or salvage
value and the acquisition costs were not recoverable. Consequently, we have recorded an impairment loss for the full amount of
$20,000 for the year ended August 31, 2011. Please see ASC Topic 360 for Plant, Property, and Equipment and management analysis
of Impairment.



Note 4. Related party transactions



During the year ended August 31, 2011
and 2010, a shareholder paid $36,160 and $-0-, respectively, of expenses on behalf of the Company from his personal account. These
amounts are reflected as unsecured and non-interest bearing advances with no maturity date. As of August 31, 2011 and 2010, the
balance of these amounts was $76,860 and $40,700, respectively. During the year ended August 31, 2011 and 2010, the Company recorded
consulting expenses payable to shareholders/officers of the Company in the amount of $52,000 and $-0-, respectively.

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

Note 5. Other income



During the year ended August 31, 2010, the
Company reversed $3,500 of accrued accounting fees payable to Moore & Associates, the predecessor auditor due to the PCAOB
revoking the registration of Moore & Associates because of violations of PCAOB rules. The reversed accrued was reflected in
the other income account. Management believes that they are not likely to ever pay this debt.



Note 6. Stockholders’ equity and warrants



The Company's articles of incorporation provide
for the authorization of five million (5,000,000) shares of preferred stock with par values of $0.001 and three hundred million
(300,000,000) shares of common stock with par value of $0.001. Common stock holders have all the rights and obligations that normally
pertain to stockholders of Nevada corporations. As of August 31, 2011 and 2010 the Company had 90 million shares of common stock
issued and outstanding, respectively. The Company has not issued any shares of preferred stock.



32







On November 25, 2008 the Company issued 25,000,000
shares of common stock ($0.001 par value) to the Company’s president/shareholder for services provided valued at $2,500.



On November 25, 2008 the Company issued 75,000,000
shares of common stock ($0.001 par value) to the Company’s president/shareholder for cash totaling $7,500.



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



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



On August 31, 2010, a shareholder of the Company
returned 50,000,000 restricted shares of common stock to treasury and the shares were cancelled by the Company.  The
shares were returned to treasury for no consideration to the shareholder.



In November 2010, the Company revised and restated
its articles of incorporation to increase the amount of authorized capital to 305,000,000 shares, consisting of 5,000,000 preferred
shares and 300,000,000 shares of Common stock, and the Company had a 10:1 forward stock split. All references in the accompanying
financial statements have been retroactively stated to reflect these changes.



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



The Company calculated the fair value of these
warrants of $163,734 using the Black Scholes model. The Company used the following assumptions: stock price of $1.04, an exercise
price of $0.90, expected term of 24 months (using the simplified method), volatility of 108%, and discount rate of 0.69%. The fair
value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting
in a null effect in net equity.



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



The following is a summary of the status of
all of the Company’s stock warrants as of August 31, 2011.



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



33







The following tables summarize information
about stock warrants outstanding and exercisable at August 31, 2011:



|STOCK WARRANTS OUTSTANDING AND EXERCISABLE
|------------------------------------------
|Number of Warrants Outstanding            
|501,961                                   
|501,961                                   



Note 7. Subsequent events



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



The Company has evaluated all subsequent events
through the date the financial statements have been issued and has determined that no other events occurred.





PART III



Item 10.  Directors, Executive Officers
and Corporate Governance.



All directors of our Company hold office until
the next annual general meeting of the stockholders or until their successors are elected and qualified. The officers of our Company
are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors,
executive officers and other significant employees, their ages, positions held and duration each person has held that position,
are as follows:



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



Business Background



The following is a brief account of the education
and business experience of each director, executive officer and key employee during at least the past five years, indicating each
person’s principal occupation during the period, and the name and principal business of the organization by which he was
employed.



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



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



34







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



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.



Item
11.   Executive Compensation.



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



|                                                            |  |              |  |                     |        | Long-Term Compensation |       |   |  
|----------------------------------------------------------- |  | ------------ |  | ------------------- | ------ | ---------------------- | ----- | - | -
|                                                            |  |              |  | Annual compensation |        | Awards                 |       |   |  
|Name and  Principal  Position                               |  | Fiscal  Year |  | Salary(1)           |        |                        | Bonus |   |  
|Neil J. Pestell,                                            |  | 2011         |  | $                   | 0      |                        |       | $ | 0
|Chief Executive Officer, President,                         |  |              |  |                     |        |                        |       |   |  
|Secretary and Treasurer                                     |  | 2010         |  | $                   | 0      |                        |       | $ | 0
|                                                            |  |              |  |                     |        |                        |       |   |  
|Reno J. Calabrigo                                           |  | 2011         |  | $                   | 0      |                        |       | $ | 0
|Chief Executive Officer, President, Secretary and Treasurer |  | 2010         |  | $                   | 0      |                        |       | $ | 0
|                                                            |  |              |  |                     |        |                        |       |   |  
|Molly Blaszczak Chief Executive Officer,                    |  | 2011         |  | $                   | 0      |                        |       | $ | 0
|President, Secretary and Treasurer                          |  | 2010         |  | $                   | 14,500 |                        |       | $ | 0
|                                                            |  |              |  |                     |        |                        |       |   |  
|All executive officers as a group                           |  |              |  |                     | 14,500 |                        |       |   |  



35







_______________________

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



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



Committees of the Board of Directors



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



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



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



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



Benefit Plans



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



Board Compensation



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



Director and Officer Indemnification and
Limitations on Liability



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



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



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



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



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



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



36







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



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



|Name and Address                                                               |  | Amount and Nature                 |  | Percentage
|------------------------------------------------------------------------------ |  | --------------------------------- |  | ----------
|of Beneficial Owner(1)                                                         |  | of Beneficial Ownership           |  | of Class  
|                                                                               |  |                                   |  |           
|Neil J. Pestell
10 th Floor
3 Hardman Street
Manchester, M3 3HF
United Kingdom |  | 50,000,000 shares of Common Stock |  | 55.%      
|                                                                               |  |                                   |  |           
|Cede & Co. 55 Water Street New York, New York                                  |  | 19,300,000 shares of Common Stock |  | 21.3%     
|                                                                               |  |                                   |  |           
|Richard J. Kehmeier4830 Impressario CourtSuite 109Las Vegas, NV 89149          |  |                                   |  |           
|                                                                               |  |                                   |  |           
|Dennis L. Lance4830 Impressario CourtSuite 109Las Vegas, NV 89149              |  |                                   |  |           

_____________________

(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.



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



37







Item 14.  Principal Accounting Fees
and Services.



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



|Name                                                         |  | Audit Fees |        | Audit Related Fees |   | Tax Fees |  | All Other Fees |  
|------------------------------------------------------------ |  | ---------- | ------ | ------------------ | - | -------- |  | -------------- | -
|                                                             |  |            |        |                    |   |          |  |                |  
|Seale and Beers, CPAs for fiscal year ended  August 31, 2011 |  | $          | 11,250 |                    | $ | 0        |  | $              | 0
|                                                             |  |            |        |                    |   |          |  |                |  
|Seale and Beers, CPAs for fiscal year ended  August 31, 2010 |  | $          | 4,750  |                    | $ | 0        |  | $              | 0



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



PART IV



Item 15.   Exhibits. Financial
Statement Schedules.



Exhibits



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



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



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



| | 1.4 | Statement re: computation of per share earnings
| | --- | -----------------------------------------------



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



| | 31.1 | Certification of Neil J. Pestell
| | ---- | --------------------------------



| | 32.1 | Certification of Neil J. Pestell
| | ---- | --------------------------------



38









SIGNATURES



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



|                         | Gunpowder Gold Corporation        
|------------------------ | ----------------------------------
|                         |                                   
|Date: December ___, 2011 | By:                               
|                         | Neil J. Pestell                   
|                         | Chief Executive Officer, President
|                         |                                   



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



|Signature and Title                                               |  | Date             
|----------------------------------------------------------------- |  | -----------------
|                                                                  |  |                  
|/s/ Neil J. Pestell                                               |  | December 14, 2011
|Neil J. Pestell, Chief Executive Officer,  President and Director |  |                  
|                                                                  |  |                  
|/s/ Richard J. Kehmeier                                           |  | December 14, 2011
|Richard J. Kehmeier,  Director                                    |  |                  
|                                                                  |  |                  
|/s/ Dennis L. Lance                                               |  | December 14, 2011
|Dennis L. Lance, Director                                         |  |                  







39