UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):November 12, 2012
Xtra-Gold Resources Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 333-139037 | 91-1956240 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 357 Bay Street, Suite 902, Toronto, Ontario, Canada | M5H 2T7 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:416 366-4227
not applicable
(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:
[_] 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 240.14a -12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item 7.01 Regulation FD Disclosure
On November 12, 2012, Xtra-Gold Resources Corp. (the "Company") issued a news release entitled "Xtra-Gold Discovers New High-Grade Gold Shear Zone at its Kibi Gold Project in Ghana, West Africa". A copy of the news release is attached as Exhibit 99.1 and incorporated herein by reference.
Pursuant to General Instruction B-2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Xtra-Gold Resources Corp. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Exhibit Title or Description |
| Exhibit 99.1 | News release issued by the Company dated November 12, 2012 |
SIGNATURES
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.
| Date: November 14, 2012 | XTRA-GOLD RESOURCES CORP. |
| (Registrant) | |
| /s/ Paul Zyla | |
| By: Paul Zyla, | |
| Principal Executive Officer |