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FOCUS GOLD Corp Form 8-K: Current report

FOCUS GOLD Corp Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2014-06-17: Form 8-K; Period of report 2014-06-13; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2013-10-24: Form 8-K; Period of report 2013-10-22; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
  • 2013-10-08: Form 8-K; Period of report 2013-10-04; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
  • 2013-09-26: Form 8-K; Period of report 2013-09-20; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2014-06-178-K2014-06-134.01 Changes in Registrant's Certifying Accountant4.01 On May 27, 2014, the Board of Directors of Registrant adopted resolutions by unanimous written consent appointing Anton & Chia, LP of Newport Beach, CA as Registrant’s independent accounting firm, effective immediately, and by letter dated June 12, 2014, terminated the former auditors, Rosenberg Rich Baker Berman & Company of Somerset, NJ.form8k6132014auditorchange.htm
2013-10-248-K2013-10-221.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On October 21, 2013, Registrant entered into a Mutual Release and Settlement Agreement with our former CEO, Gordon F. Lee, pursuant to which Mr. Lee agreed to resign all positions with Registrant, to terminate and rescind all employment agreements, consulting agreements, options and warrants held by Mr. Lee or entered into between Mr. Lee and Registrant, to cancel and rescind the issuance of all common and preferred stock issued to Mr. Lee by Registrant after May 31, 2013, as well as to cancel and to rescind as of September 30, 2013, the consulting agreement between Registrant and Victoria Blackburn.
3.02 Registrant has issued a total of 100,000,000 million shares of unregistered common stock to Gordon F. Lee on October 23, 2013 in consideration for subscriptions previously paid by Mr. Lee, the cancellation of all stock issued to Mt Lee after May 31, 2013, and as compensation for services performed by Mr. Lee.
5.02 By letter dated October 22, 2013, Gordon F. Lee resigned as a director and officer of Registrant, effective immediately.
form8k10222013leeresignation.htm
2013-10-088-K2013-10-043.02 Unregistered Sales of Equity Securities3.02 On October 04, 2013, FOCUS GOLD CORPORATION issued 100,000,000 shares of common stock to one person for services rendered.focusgold_8k.htm
2013-09-268-K2013-09-203.02 Unregistered Sales of Equity Securities3.02 On September 20, 2013, FOCUS GOLD CORPORATION issued 16,000,000 shares of common stock to one person for services rendered.focus_8k-092013.htm
2013-08-068-K2013-08-058.01 Other Eventsfgld_8k-080513.htm
2013-06-178-K2013-06-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On June 14, 2013, FOCUS GOLD CORPORATION, a Nevada corporation (the “Company”) entered an Employment Agreement with its Chief Executive Officer, Gordon F. Lee.
8.01 On June 15, 2013, the Company entered a Service Agreement with Carbon Energy Handling, Inc. (“CEHI”) and Gordon F. Lee Group, LLC (“GFLG”).
focusgold_8k.htm
2013-06-048-K2013-05-313.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.03 On May 31, 2013, the stockholder holding shares of FOCUS GOLD CORPORATION, a Nevada corporation (the “Corporation”) entitling him 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 Fifty Million (50,000,000) to Five Hundred Million (500,000,000).
5.02 On May 31, 2013, Richard O. Weed resigned as the Company’s Corporate Secretary and from the Company’s Board of Directors.
focus_8k-053113.htm
2013-05-238-K2013-05-213.02 Unregistered Sales of Equity Securities3.02 On May 21, 2013, FOCUS GOLD CORPORATION, a Nevada corporation (“Focus Gold” or the “Company”) sold 15,000,000 shares of common stock and a 5 year Common Stock Purchase Warrant to acquire 15,000,000 shares of common stock at $.01 per share to the Company’s CEO, Gordon F. Lee.focusgold_8k.htm
2013-04-088-K2013-04-053.02 Unregistered Sales of Equity Securities; 8.01 Other Events3.02 On April 5, 2013, FOCUS GOLD CORPORATION, a Nevada corporation (“Focus Gold” or the “Company”) sold 5,000,000 shares of common stock and a 5 year Common Stock Purchase Warrant to acquire 5,000,000 shares of common stock at $.02 per share to the Company’s CEO, Gordon F. Lee.
8.01 FOCUS GOLD CORPORATION, a Nevada corporation (“Focus Gold” or the “Company”) is actively investigating coal opportunities in the Western U.S. for acquisition, development and exploration.
focusgold_8k.htm
2013-03-298-K2013-03-211.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On March 21, 2013, FOCUS GOLD CORPORATION, a Nevada corporation (“Focus Gold” or the “Company”) restructured its relationship with European Resource Capital Inc. (“ERC”) (See Form 8-K filed October 10, 2012 – SEC Accession No. 0001019687-12-003634) concerning the October 5, 2012 sale of Focus Celtic Gold Corporation (“Celtic”) to ERC for $2.5 Million (Canadian Dollars) by entering an Assignment Agreement dated March 21, 2013 with ERC and Distressed Debt Investment Corp. (the “Assignee”).
8.01 Management of the Company is actively investigating coal opportunities in the Western U.S. for acquisition, development and exploration.
focus_8k-032113.htm
2013-02-268-K2013-02-202.01 Completion of Acquisition or Disposition of Assets2.01 On February 20, 2013, FOCUS GOLD CORPORATION, a Nevada corporation (the “Focus Gold”) and its wholly owned subsidiary, Focus Gold Mexico Limited, a Delaware corporation, as Sellers, completed the sale of Fairfields Gold, S.A. de C.V. (“Fairfields”) to three individuals, Santiago Leon Avaleyra, Eduardo Zayas Dueñas and Carmen Leticia Calderon Leon (the “Buyers”).focusgold_8k-022013.htm
2013-02-148-K2013-02-081.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On February 8, 2013, FOCUS GOLD CORPORATION, a Nevada corporation (the “Focus Gold”) and its wholly owned subsidiary, Focus Gold Mexico Limited, a Delaware corporation, as Sellers, entered a Share Purchase Agreement with three individuals, Santiago Leon Avaleyra, Eduardo Zayas Dueñas and Carmen Leticia Calderon Leon, as Buyers, to sell of 50 shares of common stock in Fairfields Gold, S.A. de C.V. (“Fairfields”) for $1,900,000 (One Million Nine Hundred Thousand United States Dollars) (the “Purchase Price”) on the Closing Date (on or before February 20, 2013).
8.01 On February 8, 2013, the trading symbol for the Corporation’s common stock returned to FGLD.
focus_8k-020813.htm
2013-02-068-K2013-01-313.03 Material Modification to Rights of Security Holders; 8.01 Other Events3.03 On January 31, 2013, the Board of Directors of FOCUS GOLD CORPORATION, a Nevada corporation (the “Corporation”) approved resolutions that make and/or will lead to material modifications to the rights of the Corporation’s security holders.
8.01 The trading symbol for the Corporation’s common stock was changed to FGLDD on January 14, 2013 to reflect to 1:20 reverse split of the Corporation’s common stock.
focus_8k-013113.htm
2012-12-048-K2012-11-293.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.03 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).
5.02 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.
focusgold_8k.htm
2012-10-238-K2012-10-198.01 Other Events8.01 On October 19, 2012, the Board of Directors of Focus Gold Corporation, a Nevada corporation (the “Company”) approved the designation of the Company’s Series A Preferred Stock and Series B Non-Voting 6% Convertible Preferred Stock.focus_8k.htm
2012-10-108-K2012-10-051.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events1.01 On October 5, 2012, Focus Gold Corporation, a Nevada corporation (the “Company”) entered an agreement with European Resource Capital Inc. (“ERC”) in Toronto, Ontario Province, Canada for the sale of the Company’s 24,420,000 shares of common stock of Focus Celtic Gold Corporation (“Celtic”) for $2,549,651 (based upon current CAD to USD exchange rate).
8.01 The Company has the following amounts due and owing to holders of the Company’s outstanding promissory notes.
focus_8k-100512.htm
2012-09-178-K2012-09-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On September 13, 2012, Focus Gold Corporation, a Nevada corporation (the “Company”) appointed Gordon F. Lee to serve as President and Treasurer of the Company.
8.01 The Company’s board approved a plan to implement a 20:1 reverse split of the Company’s common stock.
focus_8k-091312.htm
2012-09-048-K2012-08-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On August 23, 2012, Grant R. White resigned as the Company’s Corporate Secretary and from the Company’s Board of Directors.
8.01 In connection with Mr. White’s resignation, the Company’s wholly owned subsidiary, Focus Celtic Gold Corporation, a corporation formed under the Canada Business Corporations Act, (“Celtic”) retained Finao Advisory Corporation, a corporation formed under the Canada Business Corporations Act, (“FINAO”) under a Consulting Services Agreement.
focus_8k-082312.htm
2012-08-158-K2012-08-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 9, 2012, Gordon F. Lee and Richard O. Weed were appointed to the Board of Directors to fill vacancies on the Company’s Board of Directors.focus_8k-081312.htm
2012-08-018-K/A2011-07-121.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On July 12, 2011, Focus Gold Corporation, a Nevada corporation (the "Company") entered into a Demand Promissory Note (the “Demand Note”) with a private investor as the lender with the principal amount of $200,000.
2.03 The information set forth above in Items 1.01- 10.22 of this Current Report on Form 8-K is incorporated herein by this reference.
focus_8ka-071211.htm
2012-07-168-K2011-07-121.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On July 12, 2011, Focus Gold Corporation, a Nevada corporation (the "Company") entered into a Demand Promissory Note (the “Demand Note”) with a private investor as the lender with the principal amount of $200,000.
2.03 The information set forth above in Items 1.01- 10.22 of this Current Report on Form 8-K is incorporated herein by this reference.
focus_8k-071211.htm
2012-05-308-K2012-04-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 3, 2012, we received a resignation from Larry Segerstrom.focus_8k.htm
2012-03-268-K2012-03-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 22, 2012, we received a resignation as a director of the Company from Dorian Nicol.focus_8k-032212.htm
2011-12-298-K2011-12-201.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.
focus_8k-122011.htm
2011-12-278-K2011-12-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 18, 2011, we received a resignation from Richard Weed.focus_8k-121811.htm
2011-11-038-K2011-10-252.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities2.01 On October 25, 2011, Focus Gold Corporation (the “Company”) completed the acquisition of Metallum Resources PLC (“Metallum”).
3.02 In connection with the transaction described in Item 2.10, the Company issued 24,410,072 shares of common stock and options to acquire 21,272,767 additional shares at $.49 per share to 57 non- U.S. persons for 98% of the issued and outstanding securities of Metallum.
focus_8k-102511.htm
2011-04-218-K/A2010-12-319.01 Financial Statements and Exhibits9.01 (a) Financial Statements of Business Acquired.goldbag_8ka.htm
2011-01-278-K2010-11-103.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 Gold Bag, Inc. (the “Company” or “GBGI”) previously announced that it signed a definitive agreement to acquire Fairfields Gold S.A. de CV (“Fairfields”).
5.02 During December 2010, the Company added three persons to its board of directors.
goldbag_8k-111010.htm
2010-11-198-K2010-11-101.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On November 10, 2010, Gold Bag, Inc. (the “Company” or “GBGI”) signed a definitive agreement to acquire Fairfields Gold S.A. de CV (“Fairfields”).goldbag_8k-111010.htm
2010-11-088-K2010-11-053.02 Unregistered Sales of Equity Securities; 8.01 Other Events3.02 On November 5, 2010, Gold Bag, Inc. (the “Company”) completed a private placement of its common stock.
8.01 Concurrent with management's decision to pursue gold mining properties in the Americas (See Form 8-K filed October 27, 2010), a former officer and director surrendered 26,000,000 shares of common stock to the Company for cancellation.
goldbag_8k-110510.htm
2010-10-278-K2010-10-011.01 Entry into a Material Definitive Agreement; 5.06 Change in Shell Company Status1.01 Gold Bag ,Inc. (OTCBB:GBGI) (the “Company”) and Victoria Gold Corp. (“Victoria”) entered into an Option Agreement (“Agreement”) on October 1, 2010, covering 16 gold mining claims in the Province of Ontario.
5.06 As discussed in Item 1.01 above, the Company’s transaction with Victoria Gold Corp. has the effect of causing the Company to cease being a shell company, as defined in Rule 12b-2.
goldbag_8k-100110.htm
2010-08-278-K2010-08-273.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 On August 27, 2010, one investor (GRW Global Investments, a company organized in Barbados) purchased 10,000,000 shares of common stock for $1,000.
5.02 August 27, 2010, Grant R. White was appointed to the Board of Directors and named Chief Executive Officer and Treasurer of the Company.
goldbag_8k.htm
2010-03-038-K2010-02-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 19, 2010, Richard O. Weed was elected to the Board of Directors by the stockholders holding a majority of the voting power of the corporation.goldbag_8k.htm
2009-09-168-K2009-09-145.01 Changes in Control of Registrant5.01 As reported in the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2009, a Stock Purchase Agreement was entered into on April 14, 2009 by and between Noel Noel, Ltd., an entity formed under the laws of the United Kingdom (“Noel”), and Lance Ayers, an individual residing in Dallas County, Texas.d8k.htm
2009-06-168-K2009-06-154.01 Changes in Registrant's Certifying Accountant4.01 On June 15, 2009, based on the recommendation of and approval of the Board of Directors of Gold Bag, Inc. (the “Company”), the Company dismissed Manning Elliott, LLP, Chartered Accountants (“Manning”) as its independent auditor.d8k.htm
2009-06-028-K2009-06-018.01 Other Events8.01 On June 1, 2009, the Registrant issued a press release concerning the approval of a forward split of the Company’s common stock on a 10 for 1 basis with a record date of May 22, 2009 and a pay date of May 29, 2009.d8k.htm
2009-04-158-K2009-04-145.01 Changes in Control of Registrant; 8.01 Other Events5.01 On April 14, 2009, a Stock Purchase Agreement was entered into by and between Noel Noel, Ltd., an entity formed under the laws of the United Kingdom (“Noel”), and Lance Ayers, an individual residing in Dallas County, Texas.
8.01 On January 19, 2009, Lance Ayers was appointed President, Principal Executive Officer, Secretary and sole member of the Board of Directors.
d8k.htm
2009-01-278-K2009-01-195.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.01 On January 19, 2009, Lisa and Bruce McIntosh each sold 2,500,000 restricted shares of our common stock, a total of 5,000,000 restricted shares of our common stock, owned by them to Noel Noel, Ltd. 87 Station Road, Ashington, Northumberland NE63 8RS, United Kingdom.
5.02 On January 21, 2009, Lisa McIntosh resigned as our principal financial officer, principal accounting officer, treasurer and a member of the board of directors.
rerci8k12609.htm
2009-01-218-K2009-01-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 19, 2009, Lisa McIntosh resigned as our President and Principal Executive Officer.rerci8k11909.htm
2007-10-058-K2007-10-047.01 Regulation FD Disclosurerealestate8-kfor100220071.htm
2007-06-288-K2007-06-287.01 Regulation FD Disclosurerer8k62207.htm