20-F/A 1 eps5437.htm RUSH EXPLORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 2

£	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
S	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2012

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: 000-51337

RUSH EXPLORATION INC.

(Exact name of Registrant as specified in its charter)

Alberta, Canada

(Jurisdiction of incorporation or organization)

11215 Jasper Avenue, Suite 505, Edmonton, Alberta, Canada T5K 0L5

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, Fully Paid and Non-Assessable Common Shares, Without Par Value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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: The registrant has one class of Common Stock with 86,266,152 shares outstanding as of December 31, 2012 and April 23, 2013. No preferred shares issued and outstanding.

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

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 £ No S

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 ninety days. Yes S 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). Yes S No £

Indicate by check mark whether the registrant is a large accelerated filer, an 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 filer £

Non-accelerated filer S

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

U.S. GAAP S

International Financial Reporting
Standards as issued by the
International Accounting Standards
Board £

Other £

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes £ No S

EXPLANATORY NOTE

The purpose of this Amendment No. 2 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on April 25, 2013 (the "Form 20-F") is to attach Exhibit 4.1 which was inadvertently omitted. Updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been included as Exhibits 12.1 and 13.1.

No other changes have been made to the Form 20-F.

This Amendment No. 2 to the Form 20-F continues to speak as of the original filing date of the Form 20-F and does not reflect events that may have occurred subsequent to the original filing date.

ITEM 19. EXHIBITS

Exhibit Numbers	Description of Document
1.1⁽¹⁾	Articles of Incorporation of tshe Company
1.2⁽¹⁾	Articles of Amendment
1.3⁽¹⁾	By-Laws of the Company
2.1⁽¹⁾	Specimen Common Stock Certificate
2.2⁽¹⁾	Form of Class A Warrant – October 2003
2.3⁽¹⁾	Form of Class B Warrant – October 2003
2.4⁽¹⁾	Form of Class C Warrant – October 2003
2.5⁽²⁾	Form of Class A Warrant – January 2006
2.6⁽²⁾	Form of Class B Warrant – January 2006
2.7⁽³⁾	Form of Subscription Agreement – June 2006
2.8⁽³⁾	Form of Class A Warrant – June 2006
2.9⁽³⁾	Form of Class B Warrant – June 2006
2.10⁽¹²⁾	Form of Warrant Extension letter agreement dated February 28, 2008
4.1*	Property Option Agreement dated May 26, 2012 by and between the Company and Knight Resources
11.1⁽¹⁰⁾	Code of Ethics
12.1*	Certification of Principal Executive and Financial Officer
13.1*	Section 1350 Certification
14.1⁽¹³⁾	Peterson Sullivan Consent
101.INS⁽¹³⁾	XBRL Instance Document
101.SCH⁽¹³⁾	XBRL Schema Document
101.CAL⁽¹³⁾	XBRL Calculation Linkbase Document
101.DEF⁽¹³⁾	XBRL Definition Linkbase Document
101.LAB⁽¹³⁾	XBRL Label Linkbase Document
101.PRE⁽¹³⁾	XBRL Presentation Linkbase Document

1. Previously filed with the Company’s registration statement on Form F-1, Registration No. 333-120722, submitted to the SEC on November 22, 2004.

2. Previously filed with the Company’s form 6-K submitted to the SEC on January 27, 2006.

3. Previously filed with the Company’s form 6-K submitted to the SEC on June 16, 2006.

4. Previously filed with the Company’s amendment to the registration statement on Form F-1, Registration No. 333-120722, submitted to the SEC on January 25, 2005.

5. Previously filed with Mr. Praill’s Schedule 13D submitted to the SEC on January 23, 2006.

6. Previously filed with the Company’s form 6-K submitted to the SEC on January 27, 2006.

7. Previously filed with the Company’s form 6-K submitted to the SEC on March 24, 2006.

8. Previously filed with the Company’s form 6-K submitted to the SEC on June 1, 2006.

9. Previously filed with the Company’s form 6-K submitted to the SEC on July 14, 2006.

10. Previously filed with the Company’s form 20-F submitted to the SEC on May 25, 2006.

11. Previously filed with the Company’s form 6-K submitted to the SEC on February 1, 2008.

12. Previously filed with the Company’s form 6-K submitted to the SEC on March 6, 2008.

13. Previously filed with the Company’s form 20-F submitted to the SEC on April 25, 2013.

* Filed herewith.

Signature Page

Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on this Amendment No. 2 to Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Rush Exploration Inc. SEC File No. 000-51337 Registrant

Dated: December 31, 2013	Signed: /s/ Ken Williams
	Ken Williams
	Director, Chief Executive Officer, President and Secretary

Dated: December 31, 2013	Signed: /s/ Robert Coale
	Robert Coale
	Director