UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 2 to
FORM 10-Q

 

(Mark One)

 

S	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended May 31, 2012

 

£	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
	For the transition period from              to

 

 

Commission File No. 00-52720

 

FOCUS GOLD CORPORATION

(Exact Name of Small Business Issuer as Specified in Its Charter)

 

Nevada	26-4205169
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

388 Spadina Road, Toronto Ontario  M5P 2V9	(647) 348-4300
(Address of Principal Executive Offices)	(Issuer’s Telephone Number)

 

(Former Name or former address, if changed since last report.)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 S    No £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 S    No £

 

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

 

Large accelerated filer		£		Accelerated filer		£
Non-accelerated filer		£		Smaller reporting company		S

 

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

 

APPLICABLE ONLY TO ISSUERS 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 Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes £    No £

 

The number of shares outstanding of the Issuer’s Common Stock as of August 24, 2012 was 114,850,249.

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No.2 to Focus Gold Corporation’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2012, is being filed solely to correct a typo on the Cover Page to indicate that the Registrant is NOT a shell company. This Amendment does not amend, update or change the financial statement or any other disclosures in the Form 10-Q and does not reflect events occurring after the initial filing.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Focus Gold Corporation
Dated: August 31, 2012	By:	/s/ Grant R. White
		Grant R. White
		Chief Executive Officer and Chief Financial Officer