Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F/A

( Amendment No. 1) 

 

[  ]		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X]		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended February 28, 2013
OR
[  ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ______
OR
[  ]		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Commission file number: 000-30084
Linux Gold Corp.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
240-11780 Hammersmith Way, Richmond, British Columbia V7A 5E9, Canada
(Address of principal executive offices)
John Robertson, President
240-11780 Hammersmith Way, Richmond, British Columbia V7A 5E9, Canada Phone: [phone] Fax [phone]
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act. None
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Common Shares, No Par Value
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
99,593,825 Common Shares outstanding as of February 28, 2013

 

Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [  ] Yes  [X] No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

[  ] Yes [X] No

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

[X] Yes [  ] 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).

[X]  Yes [  ] No

 

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

 

Large accelerated filer [  ]

Accelerated file [  ]

Non-accelerated filer [X]

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

[X] U.S. GAAP

[  ] International Financial Reporting Standards as issued

[  ] Other by the International Accounting Standards Board

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17. [  ] Item 18. [X]

 

If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

 

 

 

E xplanatory NOTE

 

This Amendment No. 1 amends our Annual Report on Form 20-F for the fiscal year ended February 28, 2013 (“Amendment No. 1”), which we field with the Securities and Exchange Commission (“the SEC”) on July 01, 2013 (the “Original Filing”) and is being filed for the purposes of providing XBRL Filing.

 

We have made no attempt in this Amendment No. 1 to modify or update the disclosures presented in the Original Filing other than as noted above. Also, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing. Accordingly this Form 20-F/A should be read in conjunction with Original Filing.

 

 

EXHIBIT INDEX

 

EXHIBIT #
1.1		Memorandum and articles of incorporation with bylaws dated February 27, 1979		(1)
1.2		Altered memorandum and special resolution dated September 20, 1993 increasing the authorized capital to 100,000,000 common shares from 90,000,000 and redesignating Class “A” Common voting shares without par value as common shares without par value and redesignating Class “B” Common non-voting shares as common shares without par value		(1)
1.3		Altered memorandum and special resolution dated March 15, 2000 changing the name of the Company from Flame Petro-Minerals Corp. to LinuxWizardry Systems, Inc.		(3)
1.4		Altered memorandum and special resolution dated February 20, 2003 changing the name of the Company from LinuxWizardry Systems, Inc. to Linux Gold Corp.		(5)
1.5		Memorandum and articles of incorporation amended effective September 15, 2004		(7)
2.1		Specimen copy of Registrant’s common share certificate		(2)
4.1		Commitment by John G. Robertson dated July 16, 1999 to provide financing to the Registrant as required for ongoing operations		(2)
4.2		Share Purchase Agreement dated January 7, 2000 between Flame Petro-Minerals Corp. and Mike Carpenter and LinuxWizardry, Inc.		(3)
4.3		Purchase order dated May 22, 2000 between LinuxWizardry, Inc. and Motorola, Inc., Personal Communications Sector		(4)
4.4		License Agreement dated June 30, 2000 between LinuxWizardry Systems, Inc. and LinuxWizardry, Inc. and Lineo, Inc		(4)
4.5		Vendor Agreement dated January 5, 2001 between Merrimack Services Corporation d/b/a PC Connection and LinuxWizardry Systems, Inc.		(4)
4.6		Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2002		(5)
4.7		Amendment to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated November 4, 2002		(5)
4.8		Edward Skoda Purchase Agreement – TY Gold Property		(6)
4.9		Edward Skoda Purchase Agreement – ORO Mineral Claims		(6)
4.10		Property Option Agreement – Peter Tse		(6)
4.11		Amendment to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2007		(8)
4.12		Amendment to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2009		(11)
4.13		Premises Lease Agreement between Linux Gold Corp. and Pensionfund Realty Limited dated November 1, 2009		(11)
4.14		Exploration Rights Agreement between Linux Gold Corp. and Peter S. Frantz dated January 20, 2010 for the Coho Claims, Alaska		(11)
4.15		Exploration Rights Agreement between Linux Gold Corp. and Peter S. Frantz dated January 20, 2010 for the Trout Claims, Alaska		(11)
4.16		Amendment to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2010		(11)
11.1		Code of Business Conduct and Ethics		(12)
12.1		Certification of CEO pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		(13)
12.2		Certification of CFO pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		(13)
13.1		Certification of CEO pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		(13)
13.2		Certification of CFO pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		(13)
15.1		Consent of Independent Registered Public Accounting Firm		(13)
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

 

(1)

incorporated by reference to our Registration Statement on Form 20-F filed on June 4, 1999 with the SEC

(2)

incorporated by reference to our Amendment No. 1 to the Registration Statement dated July 22, 1999

(3)

incorporated by reference to our annual report on Form 20-F filed on September 14, 2000

(4)

incorporated by reference to our annual report on Form 20-F filed on July 14, 2001

(5)

incorporated by reference to our annual report on Form 20-F filed on August 25, 2003

(6)

incorporated by reference to our annual report on Form 20-F filed on July 19, 2004

(7)

incorporated by reference to our annual report on Form 20-F filed on July 19, 2005

(8)

incorporated by reference to our annual report on Form 20-F filed on July 23, 2007

(9)

incorporated by reference to our annual report on Form 20-F filed on September 2, 2008

(10)

incorporated by reference to our annual report on Form 20-F filed on September 14, 2009

(11)

incorporated by reference to our annual report on Form 20-F filed on June 6, 2010

(12)

incorporated by reference to our Form 6-K filed on March 16, 2011

	(13)	incorporated by reference to our annual report on Form 20-F filed on July 01, 2013
	*	Filed Herewith

 

 

SIGNATURE

 

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this transitional report on its behalf.

 

		LINUX GOLD CORP.
		Registrant
Dated: July 02, 2013	By:	/s/ John G. Robertson
		John G. Robertson
		President, Chairman of the Board and Director