UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 4, 2013

 

Focus Gold Corporation

 

(Exact name of registrant as specified in its Charter)

  

Commission File No.: 000-52720

     
Nevada   26-4205169

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

 

51033 N 330th Avenue

Wickenburg, Arizona 85390

 

(Current Address of Principal Executive Offices)

 

Phone number: (928) 684-2737

 

(Issuer Telephone Number)

 

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12)

 

£ Pre-commencement communications pursuant to Rule 14d-21(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

£ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

 

 

Item 3.02 Unregistered Sales of Equity Securities

 

On October 04, 2013, FOCUS GOLD CORPORATION issued 100,000,000 shares of common stock to one person for services rendered. There was no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The person who received the securities has such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering. This transaction increased the number of outstanding shares of common stock by more than 5%.

Investors are encouraged to read and understand the Company’s filings with the Securities and Exchange Commission.

 

Item 9.01 Financial Statements and Exhibits

  

Exhibit No. Description
10.1 Consulting contract between Gordon F. Lee and Focus Gold Corporation dated June 1, 2013

 

Investors are encouraged to read and understand the Company’s filings with the Securities and Exchange Commission.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FOCUS GOLD CORPORATION
     
Dated:  October 4,  2013 By: /s/ Gordon F. Lee
    Gordon F. Lee
    Chief Executive Officer