UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Amendment No. 2

FORM 10-K/A



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the Fiscal Year Ended April 30, 2013

OR



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from ______________
to ______________



Commission File No. – 333-152002



|ARX GOLD CORPORATION                                  
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



|Nevada                                                         |  | 30-0459858                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



Level 13- 40 Creek StBrisbane 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.  Yeso    Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yeso    Nox



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.   Yesx    Noo



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).  Yeso    Nox



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.

| | Large accelerated filero | Accelerated filero         | 
| | ------------------------ | -------------------------- | 
| | Non-accelerated filero   | Smaller reporting companyx | 



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yeso    Nox



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 3rd, 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 3rd, 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 4th, 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 15th, 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 4th,
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 4th, 2013,
and Amendment No. 1 of October 3rd 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.











2







PART IV



|Item 15. | Exhibits, Financial Statement Schedules.
|-------- | ----------------------------------------



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



|EXHIBIT NO. | DESCRIPTION                                                                                                                              
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Articles of Incorporation and Certificate of Amendment (1)                                                                               
|3.2         | Amendment to Articles of Incorporation, effective as of October 17, 2008 (2)                                                             
|3.3         | Amendment to Articles of Incorporation, effective as of August 7, 2009 (3)                                                               
|3.5         | Bylaws (1)                                                                                                                               
|10.1        | Stock purchase agreement between Ryan Beamin and Peter Maddocks dated May 18, 2012 (4)                                                   
|10.2        | Share Purchase Agreement between Daulton Capital Corp. and Grimsby investments Ltd. (5)                                                  
|10.3        | ARX
Springs Project Definitive Feasibility Study dated March 9, 2013*                                                                    
|10.4        | ARX Springs Project Tribute Agreement (5)                                                                                                
|10.5        | ARX Springs Stage Tribute Variation Agreement (5)                                                                                        
|10.6        | ARX Springs Stage Tribute Variation Map (5)                                                                                              
|10.7        | ML 9007 Tribute Agreement (5)                                                                                                            
|10.8        | ARX Sublicense Agreement (5)                                                                                                             
|10.9        | Riverstone Master Agreement (5)                                                                                                          
|10.10       | Riverstone Master Schedule A Map (5)                                                                                                     
|10.11       | Riverstone Master Schedule B Environmental Approvals (5)                                                                                 
|10.12       | Riverstone Master Schedule F EPA Approvals (5)                                                                                           
|10.13       | Riverstone Master Schedule M Mining License (5)                                                                                          
|10.14       | Riverstone Master Schedule SA Sample Stage Agreement (5)                                                                                 
|10.15       | Termination Agreement between Daulton Capital and South Pacific Connection Limited and Alexander Mining Limited (5)                      
|10.16       | Amendment to Share Purchase Agreement between Daulton Capital Corp. and Grimsby investments Ltd. (6)                                     
|10.17       | Royalty agreement between Daulton Capital Corp., Endx Pte Ltd., and Tigersprey Pte. Ltd. dated August 28, 2012 (7)                       
|10.18       | Gold Forward Sales Contract between Grimbsy Investments limited and Salam International Limited dated June 18, 2012 (8)                  
|10.19       | Gold Forward Sales Contract Amendment Grimbsy Investments limited and Salam International Limited (8)                                    
|10.20       | ARX Gold – Ascot Mining PLC – Veritas Gold CR SA Agreement (8)                                                                           
|10.21       | ARX Gold – Ascot Mining PLC – Veritas Gold CR SA Addendum (8)                                                                            
|10.22       | ARX Gold – Ascot Mining PLC – Veritas Gold CR SA Addendum II (8)                                                                         
|31.1        | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *                                
|31.2        | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *                                
|32.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|101.INS†    | XBRL Instance Document                                                                                                                   
|101.SCH†    | XBRL Schema Document                                                                                                                     
|101.CAL†    | XBRL Calculation Linkbase Document                                                                                                       
|101.DEF†    | XBRL Definition Linkbase Document                                                                                                        
|101.LAB†    | XBRL Label Linkbase Document                                                                                                             
|101.PRE†    | XBRL Presentation Linkbase Document                                                                                                      

________________

|(1) | Incorporated by reference to the Company’s Registration Statement on Form S-1 filed on June 27, 2008.
|--- | -----------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 23, 2008.     
|(3) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 11, 2009       
|(4) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 22, 2012.         
|(5) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 30, 2012.         
|(6) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 31, 2012.      
|(7) | Incorporated by reference to the Company’s Quarterly Report on Form 8-K/A filed on January 22, 2013. 
|(8) | Incorporated by reference to the Company’s Current Report on Form 10-Q filed on January 22, 2013.    

*
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.





3









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.



|                         | ARX GOLD CORPORATION |                                           
|------------------------ | -------------------- | ------------------------------------------
|                         |                      |                                           
|Date:   October 31, 2013 | By:                  | /s/ Brian Smith                           
|                         |                      | Brian Smith, Chief Executive Officer      
|                         |                      | (Principal
Executive Officer) and Director
|                         |                      |                                           



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.



|Date:   October
    31, 2013 | By: | /s/ Brian Smith                                                                                                 | 
|---------------------------- | --- | --------------------------------------------------------------------------------------------------------------- | 
|                             |     | Brian Smith, Chief Executive Officer 
(Principal Executive Officer), 
Principal Accounting Officer and Director | 
|                             |     |                                                                                                                 | 
|Date:   October
    31, 2013 | By: | /s/ Matthew T. Verdon                                                                                           | 
|                             |     | Matthew T. Verdon, Director                                                                                     | 













4









Exhibit Index





|EXHIBIT NO. | DESCRIPTION                                                                                                                            
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------
|10.3        | ARX
Springs Project Definitive Feasibility Study dated March 9, 2013                                                                   
|31.1        | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|31.2        | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|32.1        | Certification of Principal Executive
Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.















5