SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date or Report (Date of earliest event
reported): September 13, 2012
(Exact name of registrant as specified
in its Charter)
Commission File No.: 000-52720
(State or Other Jurisdiction of
Incorporation or Organization)
4695 MacArthur Court, STE 1430
Newport Beach, CA 92660
(Current Address of Principal Executive
(Issuer Telephone Number)
388 Spadina Rd.
Toronto, Ontario Province
Canada M5P 2V9
(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
||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))|
Section 5 -- Corporate Governance
Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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. Mr. Lee will act as the
Interim Chief Executive Officer and Interim Principal Accounting Officer. The Company will pay Mr. Lee
$10,000 per month until such time as a written employment agreement is completed.
Gordon F. Lee, age 61, has 30 years of direct experience in
the securities and investment industries, as a private investment banker, securities adviser, corporate strategist, entrepreneur
and significant investor, Lee has made his footprint over the landscape. The first eight years of his career were spent in the
public sector of capital formation for oil and gas companies, focused on corporate securities matters, including advising small
business clients, assisting companies with raising money, going public, closing various opportunities in structuring transactions
such as mergers, acquisitions and joint ventures. After several years in the Canadian markets in the capacity of Chief Advisor,
Corporate Finance, he became an investment banker and moved to the US. He is currently focused on public venture capital and investing
in high growth companies in various industry sectors.
Mr. Lee holds the following academic credentials: BA, 1975,
University of Ontario (Guelph); LLB, 1977, University of Toronto. Mr. Lee is a Director and the Chief Executive Officer of Gold
Crest Mines, Inc.
During the past ten years, Mr. Lee has not been involved in
any legal proceedings that are material to an evaluation of his ability or integrity under Item 401(f) of Regulation S-K.
Item 8.01 Other
The Company’s board approved a plan to implement a 20:1
reverse split of the Company’s common stock. As permitted under Nevada law (NRS 78.207), the Board resolves to change the
number of shares of the Company’s authorized common stock by decreasing the number of authorized shares of common stock and
correspondingly decreasing the number of issued and outstanding shares of the common stock held by each stockholder of record at
the effective date and time of the change, by a resolution adopted by the board of directors, without obtaining the approval of
the stockholders. The effective date of the change (20:1 reverse split) shall be as soon as practical following October 4, 2012
and after proper notice and coordination with FINRA.
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: September 17, 2012
||/s/ Gordon F. Lee|
||Gordon F. Lee|