UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2

FORM 10-K/A

(Mark One)

For the Fiscal Year Ended April 30, 2013

OR

For the transition period from ______________ to ______________

Commission File No. – 333-152002

Level 13- 40 Creek St
Brisbane QLD Australia 4000

(Address of principal executive office)

(888) 408-9402

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes  o    No  x

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.   Yes  x    No  o

Indicate by checkmark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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).  Yes  o    No  x

Indicate by checkmark if registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Approximately $39,536,240 on October 31, 2012.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of August 28, 2013, the Company had 4,522,740,003 issued and outstanding shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 (“Securities Act”). Not Applicable.

EXPLANATORY PARAGRAPH

This Amendment No. 2 to the Annual Report on Form 10-K/A (the "Amendment") amends both the Annual Report on Form 10-K of ARX Gold Corporation (the "Company") for the year ended April 30, 2013 (the "Original Filing") that was originally filed with the Securities and Exchange Commission on September 4, 2013, as well as Amendment No. 1 which was filed on October 3^rd, 2013. The original filing contained an exhibit, dated June 15, 2012, and entitled "Feasibility Study ARX Springs & ARX Pacific Properties For Mining Project Located in Wide Bay Burnett Region, Queensland, Australia”. Said exhibit was in fact not the latest Feasibility Study compiled; and was submitted in error. Amendment No. 1 submitted on October 3^rd, 2013, was admittedly incorrectly executed, did not accomplish the intended purpose, and was submitted in its incorrect final form solely due to insufficient internal controls. The Exhibit herein attached was to have been submitted as part of Amendment No. 1 but was not.

This Amendment No. 2 corrects both previous filings referenced supra and in fact should have been the Feasibility Study submitted with the 10-K on September 4^th, 2013. This Feasibility Study was undertaken on March 9th, 2013, addressed to current management and reconfirms those findings made by the same firm in their June 15^th, 2012 Feasibility Study, which was attached as an exhibit to the May 2012 Form 8-K/A submitted to the Commission.

The entire body of the 10-K submitted on September 4^th, 2013, remains unchanged and accurate as of that filing, and as such, this Amendment No. 2 is simply to provide the most recent Feasibility Study as an Exhibit, which should have been the Exhibit attached to the original 10-K of September 4^th, 2013, and Amendment No. 1 of October 3^rd 2013.

Except as described above, the Amendment does not modify or update any other information presented to the Original Filing in any way.  The Amendment continues to speak as of the date of the Original Filing.  Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. 

PART IV

The following documents are filed as part of this report or are incorporated by reference to previous filings, if so indicated.

________________

* Filed herein.

† Incorporated by reference to the Company’s Annual Report on Form 10-K filed on September 4, 2013. Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these section.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Exhibit Index