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 or Report (Date of earliest event reported): November 29, 2012
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.) |
4695 MacArthur Court, STE 1430
Newport Beach, CA 92660
(Current Address of Principal Executive Offices)
Phone number: (949) 475-9086
(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 3.03 Material Modification to Rights of Security Holders
On November 29, 2012, the stockholders holding shares of FOCUS GOLD CORPORATION, a Nevada corporation (the “Corporation”) entitling them to exercise a majority of the voting power of the Corporation took action by written consent, without a meeting, to increase the authorized number of common shares from Two Hundred Fifty Million (250,000,000) to One Billion (1,000,000,000). The text of the resolution and resulting amendment to the Corporation’s Articles of Incorporation reads:
RESOLVED, that the Corporation shall amend the Corporation’s Articles of Incorporation as follows:
"Section 1. Capital Stock" of the Additional Articles attached and filed with the Corporation's Articles of Incorporation on December 23, 2005 is amended to read:
The total number of shares of stock which the Corporation shall have authority to issue is: One Billion One Hundred Million (1,100,000,000) of which stock One Billion (1,000,000,000) shares of the par value of $.00001 each shall be common stock and of which One Hundred Million (100,000,000) shares of the par value of $.00001 each shall be preferred stock. Further, the board of directors of this Corporation, by resolution only and without further action or approval, may cause the corporation to issue one or more classes or one or more series of preferred stock within any class thereof and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the board of directors, and to fix the number of shares constituting any classes or series and to increase or decrease the number of shares of any such class or series.
The Certificate of Designations, Preferences, and Rights of the Corporation’s Series A Preferred Stock consisting of Three Million (3,000,000) shares and the Corporation’s Series B Non-Voting 6% Convertible Preferred Stock consisting of Seven Million (7,000,000) shares filed with the Nevada Secretary of State on October 19, 2012 are incorporated herein by reference and remain in full force and effect.
A true and correct copy of the Certificate of Amendment filed with the Nevada Secretary of State is attached as Exhibit 4.4. See also, Form 8-K filed October 23, 2012 (SEC Accession No. 0001019687-12-003752).
Item 5.02. Election of Directors
On November 29, 2012, the stockholders holding shares of FOCUS GOLD CORPORATION, a Nevada corporation (the “Corporation”) entitling them to exercise a majority of the voting power of the Corporation took action by written consent, without a meeting, to elect Gordon F. Lee and Richard O. Weed to serve as directors until the next annual or special meeting of the stockholders. The action of the shareholders means that Mr. Lee and Mr. Weed, who were appointed as directors on August 9, 2012 to fill vacancies on the Board (See Form 8-K filed August 15, 2012, SEC Accession No. 0001019687-12-002830), will serve until the next annual or special meeting of the stockholders and that Mr. Eduardo Zayas is no longer a director of the Corporation.
Item 9.01 Financial Statements and Exhibits
4.4 Certificate of Amendment to Articles of Incorporation filed November 29, 2012.
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: December 4, 2012 | By: | /s/ Gordon F. Lee |
| Gordon F. Lee | ||
| President | ||