U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-K/A (Amendment No. 1)  (Mark One)  xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the Period from July 10, 2009 (inception) to December
31, 2009   ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ______________ to
______________  Commission File Number 000-53809  JOSHUA GOLD RESOURCES INC. (f/k/a ABC
ACQUISITION CORP 1501) (Exact name of registrant as specified in its
charter)    Nevada
 
 27-0531073(State or other jurisdiction of
 
 (I.R.S. Employerincorporation or organization)
 
 Identification No.)
  300 Center Ave. Ste. 202 Bay City, MI 48708 
 (Address of principal executive offices)  (989) 891-0500 
 (Registrant’s telephone number, including area code) 
  Securities registered under Section 12(b) of the
Exchange Act:  None.  Securities registered under Section 12(g) of the
Exchange Act:  Common Stock, $0.0001 par value per share  Preferred Stock, $0.0001 par value per share 
 (Title of Class)
  {00140742.2 }


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Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes ̈Nox  Check whether the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act. Yes ̈Nox  Check
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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. YesxNo ̈  Check
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 (§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).YesxNo ̈  Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of 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.x  Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated Filer ̈
 
 Accelerated
  Filer ̈Non-accelerated
  Filer ̈
 
 Smaller Reporting Companyx(Do not check if a smaller
  reporting company.)
  Check whether the issuer is a
shell company (as defined in Rule 12b-2 of the Exchange Act).  Yesx No ̈  As of July 10, 2009 (date of
inception and December 31, 2009, there were no non-affiliate holders of common
stock of the Company.  As of April 6, 2010, there
were 35,000,000 shares of common stock, par value $0.0001, outstanding.


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FORWARD-LOOKING STATEMENTS  There are statements in this
Annual Report on Form 10-K/A that are not historical facts. These
"forward-looking statements" can be identified by use of terminology
such as "believe," "hope," "may,"
"anticipate," "should," "intend," "plan,"
"will," "expect," "estimate,"
"project," "positioned," "strategy" and similar
expressions. You should be aware that these forward-looking statements are
subject to risks and uncertainties that are beyond our control.  Although
management believes that the assumptions underlying the forward looking
statements included in this Annual Report are reasonable, they do not guarantee
our future performance, and actual results could differ from those contemplated
by these forward looking statements. The assumptions used for purposes of the
forward-looking statements specified in the following information represent
estimates of future events and are subject to uncertainty as to possible
changes in economic, legislative, industry, and other circumstances. As a
result, the identification and interpretation of data and other information and
their use in developing and selecting assumptions from and among reasonable
alternatives require the exercise of judgment. To the extent that the assumed
events do not occur, the outcome may vary substantially from anticipated or
projected results, and, accordingly, no opinion is expressed on the
achievability of those forward-looking statements. In the light of these risks
and uncertainties, there can be no assurance that the results and events contemplated
by the forward-looking statements contained in this Annual Report will in fact
transpire. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We do not
undertake any obligation to update or revise any forward-looking statements.  PART I  Item 1. Description of
Business.  Joshua
Gold Resources Inc. f/k/a ABC Acquisition Corp 1501 (“we”, “us”, “our”, the
"Company") was incorporated in the State of Nevada on July 10, 2009. 
Since inception, we have been engaged in organizational efforts and obtaining
initial financing. We were formed as a vehicle to pursue a business combination
through the acquisition of, or merger with, an operating business. We filed a
registration statement on Form 10 with the U.S. Securities and Exchange Commission
(the “SEC”) on October 28, 2009, and since its effectiveness, our principal
objective for the next 12 months and beyond has been to engage in a reverse
merger transaction with a private company, acquire assets or engage into other
yet unspecified business or businesses (a “Business Transaction”).  We
are currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as
"any development stage company that is issuing a penny stock, within the
meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, we also qualify
as a “shell company,” because we have no or nominal assets (other than cash)
and no or nominal operations.  Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank
check" companies in their respective jurisdictions. We do not intend to
undertake any effort to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a Business Transaction. We
intend to comply with the periodic reporting requirements of the Exchange Act
for so long as it is subject to those requirements.  It
is our goal to achieve long-term growth potential through a Business
Transaction rather than immediate, short-term earnings.  We will not restrict
our potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.  As of this
date we have not entered into any definitive agreement with any party, nor have
there been any specific discussions with any potential Business Transaction
candidates regarding business opportunities for the Company.  We have
unrestricted flexibility in seeking, analyzing and participating in
   {00140742.2 }


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potential
Business Transactions. In our efforts to analyze potential Business Transaction
targets, we will consider the following kinds of factors:  (a)           Potential
for growth, indicated by new technology, anticipated market expansion or new
products;  (b)           Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;  (c)           Strength
and diversity of management, either in place or scheduled for recruitment;  (d)           Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other sources;  (e)           The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;  (f)           The
extent to which the business opportunity can be advanced;  (g)           The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and  (h)           Other
relevant factors.  In
applying the foregoing criteria, no one of which will be controlling, we will
attempt to analyze all factors and circumstances and make a determination based
upon reasonable investigative measures and available data. Potentially available
Business Transactions may occur in many different industries, and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.  Form of Business
Transaction A Business Transaction will likely take one of
several forms. If we consummate a reverse merger, it is likely to be a: ·Stock for stock exchange: we would
exchange stock in our Company for ownership interests in the private company; ·Merger; or ·Stock for asset exchange: we would
exchange stock in our Company for the assets of a privately held company.
However, in order to trade the new shares of the combined public company it
must first register the shares with the SEC. Other Business Transactions could take one of
the following forms, without limitation: ·purchase of assets; ·joint venture; ·franchise agreement; or ·licensing agreement.
  {00140742.2 }


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We
anticipate that such a Business Transaction will be tax free under the Internal
Revenue Code.  It is further anticipated however that the consummation of a
Business Transaction will dilute the holdings of our existing shareholders. We expect
that our existing shareholders will hold only a small fraction of the equity of
our Company or its successor after a Business Transaction.  As such, it is
likely that our present stockholders will likely not have control of a majority
of the voting shares of the Company.  In addition, as part of such a
transaction, all or a majority of our directors may resign and new directors
may be appointed without any vote by stockholders. We may consider entering into
a Business Transaction with a business which has recently commenced operations,
is a developing company in need of additional funds for expansion into new
products or markets, is seeking to develop a new product or service, or is an
established business which may be experiencing financial or operating
difficulties and is in need of additional capital.  In the alternative, a
Business Transaction may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expenses, and loss of voting control which
may occur in a public offering. We believe that there are numerous companies
seeking the perceived benefits of a fully reporting public company. It
is anticipated that the investigation of specific Business Transactions and the
negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial cost for accountants, attorneys and others.As
such, due to our limited financing, our proposed operations, even if
successful, will in all likelihood result in our engaging in a Business
Transaction with only one target company.  In the event we are unsuccessful in
targeting a private company, the costs theretofore incurred in
the related investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in our loss of the
related costs incurredwhich could have an impact on our ability to continue
operations as a going concern and our stockholders may lose their entire
investment in us as a result.  In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In
the case of a statutory merger or consolidation directly involving the Company,
it will likely be necessary to call a stockholders' meeting and obtain the
approval of the holders of a majority of the outstanding shares. The necessity
to obtain such stockholder approval may result in delay and additional expense
in the consummation of any proposed transaction and will also give rise to
certain appraisal rights to dissenting stockholders. Most likely, management
will seek to structure any such transaction so as not to require stockholder
approval. Employees We presently
have no employees apart from our management. Our sole officer and director is engaged
in outside business activities and anticipates that he will devote to our
business very limited time until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a Business
Transaction.  Item 1A.Risk Factors.  As we are a
smaller reporting company, we are not required to provide the information
required by this item.  Item 1B.  Unresolved
Staff Comments.  As we are a
smaller reporting company, we are not required to provide the information
required by this item.


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Item
2.  Properties. We neither rent nor own any property. We currently
have no policy with respect to investments or interests in real estate, real
estate mortgages or securities of, or interests in, persons primarily engaged
in real estate activities. Item 3. Legal Proceedings.  To the best
knowledge of our officers and directors, we are not a party to any legal
proceeding or litigation.  Item 4.  (Removed and
Reserved).  PART II  Item 5. Market for Common
Equity, Related Stockholder Matters and Small Business Issuer Purchases of
Equity Securities.  Common and Preferred
Stock The authorized capital stock
of our Company consists of 400,000,000 shares of Common Stock, par value $0.0001
per share, of which there are 35,000,000 issued and outstanding, and
100,000,000 shares of Preferred Stock, par value $0.0001 per share, of which
none have been designated or issued. All outstanding shares of
Common Stock are of the same class and have equal rights and attributes. The
holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders of the Company. All stockholders are
entitled to share equally in dividends, if any, as may be declared from time to
time by the Board of Directors out of funds legally available. In the event of
liquidation, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of all liabilities. The stockholders do not have
cumulative or preemptive rights. Market Information Our Common Stock is not
trading on any stock exchange. We are not aware of any market activity in our
stock since our inception and through the date of this filing. Holders As of April 6, 2010, there
was one record holder of 35,000,000 shares of the Common Stock. Dividend Policy  We
have not declared or paid any cash dividends on our common stock or preferred
stock and we do not intend to declare or pay any cash dividend in the
foreseeable future. The payment of dividends, if any, is within the discretion
of the Board of Directors and will depend on the Company’s earnings, if any, its
capital requirements and financial condition and such other factors as the
Board of Directors may consider.  Securities Authorized
for Issuance under Equity Compensation Plans  We
do not have any equity compensation plans or any individual compensation arrangements
with respect to our Common Stock or Preferred Stock. The issuance of any of our
Common or Preferred Stock is within the discretion of our Board of Directors,
which has the power to issue any or all of our authorized but unissued shares
without stockholder approval.


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Recent Sales of
Unregistered Securities We issued 35,000,000 shares
of Common Stock on July 14, 2009 to Nitin Amersey for an aggregate purchase
price of $3,500. We sold these shares of Common Stock under the exemption from
registration provided by Section 4(2) of the Securities Act. No securities have been
issued for services. Neither the Company nor any person acting on its behalf
offered or sold the securities by means of any form of general solicitation or
general advertising. No services were performed by any purchaser as
consideration for the shares issued. Mr. Amersey represented in
writing that he acquired the securities for his own account. A legend was
placed on the stock certificate stating that the securities have not been
registered under the Securities Act and cannot be sold or otherwise transferred
without an effective registration or an exemption therefrom, but may not be
sold pursuant to the exemptions provided by Section 4(1) of the Securities Act
or Rule 144 under the Securities Act, in accordance with the letter from
Richard K. Wulff, Chief of the Office of Small Business Policy of the
Securities and Exchange Commission’s Division of Corporation Finance, to Ken
Worm of NASD Regulation, Inc., dated January 21, 2000. Issuer Purchases of
Equity Securities  None.  Item
6.  Selected Financial Data.  As we are a
smaller reporting company, we are not required to provide the information
required by this item.  Item 7.Management’s Discussion and Analysis of Financial
Condition and Results of Operation.  The principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a Business Transaction (as defined in Item 1) with a business rather
than immediate, short term earnings.  Liquidity and Capital
Resources  We do not currently engage
in any business activities that provide cash flow.  The costs of investigating
and analyzing Business Transactions for the next 12 months and beyond such time
will be paid with money in our treasury or with additional amounts, as necessary,
to be loaned to or invested in us by our stockholders, management or other
investors.We
anticipate that our current assets will be sufficient to meet the costs
necessary to investigate and analyze potential Business Transactions.  We have
not identified any additional funding sources for investigating and analyzing Business
Transactions nor have we developed a plan for funding if our current assets
prove inadequate.  During
the next 12 months we anticipate incurring costs related to:  ·filing of Exchange Act reports,
and ·consummating a Business
Transaction.  We anticipate that we will be able to meet these costs
through use of funds in our treasury and additional amounts, as necessary, to
be loaned by or invested in us by our stockholders, management or other
investors.  Results of Operations


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We
may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an
established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
Business Transaction may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.  Off-Balance Sheet
Arrangements  We
have not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources and would be
considered material to investors.  Contractual Obligations  As we are a
smaller reporting company, we are not required to provide the contractual
obligation information required by this item.  Item
7A.  Quantitative and Qualitative Disclosures about Market Risk.  As we are a
smaller reporting company, we are not required to provide the information
required by this item.  Item
8.  Financial Statements and Supplementary Data.  The financial statement information, including the
report of the independent registered public accounting firm, required by this
Item 8 is attached as Exhibit 99.1 and is hereby incorporated into this Item 8 by
reference.  Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure.  There
are not and have not been any disagreements between the Company and its
accountants on any matter of accounting principles, practices or financial
statement disclosure.  Item 9A(T). Controls and
Procedures.  (a)           Evaluation of disclosure
controls and procedures. We maintain disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) that are designed to assure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms, and that such information
is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosures.  As required by Exchange Act Rule
13a-15(b), as of the end of the period covered by this report, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, we evaluated the effectiveness of our disclosure controls
and procedures. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were ineffective
as of that date. (b)Management’s Report on Internal
Control over Financial Reporting  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Internal control over financialreporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
the financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures are being made only with proper
authorizations; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on the financial statements. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.


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Our management, under the
supervision of and with the participation of the Chief Executive Officer and
the Chief Financial Officer, assessed the effectiveness of our internal control
over financial reporting as of December 31, 2009 based on criteria for
effective control over financial reporting described in Internal Control —
Integrated Framework issued by the COSO. Based on this assessment, our
management concluded that our internal control over financial reporting was
ineffective as of December 31, 2009 as the Company only had one employee at
that date.  This annual report does not
include an attestation report of the Company's registered public accounting
firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the Company's registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in this annual report. (c)           Changes in internal control
over financial reporting. There was no change in our
internal control over financial reporting from our inception to the date of
this filing that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. Item 9B. Other Information. On October
28, 2009, we filed a registration statement on Form 10 with the SEC whereby we
registered our Common and Preferred Stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934.  Our registration statement became automatically
effective with the SEC on December 28, 2009.  We will be subject to the
requirements of Regulation 13A under the Exchange Act, which will require us to
file annual reports on Form 10-K, quarterly reports onForm 10-Q, and current reports on Form 8-K, and
we will be required to comply with all other obligations of the Exchange Act
applicable to issuers filing registration statements pursuant to Section 12(g)
of the Exchange Act.  PART III  Item 10. Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section
16(a) of the Exchange Act.  Certain
 Information About Our Sole Officer and Director  NAME
 
 AGE
 
 POSITIONNitin Amersey
 
 57
 
 CEO, President, CFO, Secretary, Director


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Nitin M. Amersey. Nitin M. Amersey, age 57, has over thirty-six years of experience in international trade, marketing and
corporate management. Since July 2009, Mr. Amersey has served as the managing
member for Amersey Investment Holdings, LLC, a full-service management and
consulting firm that assists small to medium-sized private companies wishing to
go public. As the managing member of Amersey Investments, LLC, Mr. Amersey manages the company, and in a consultant role, advises a number of private companies
in their efforts in becoming publicly traded.   Since October 2009, Mr. Amersey
has served as CFO, Secretary, Treasurer, and Director of Trim Holding Group (f/k/a TNT Designs Inc.), a public company engaged in selling products in the Health Care sector.  Mr. Amersey, in his role as CFO, Secretary, Treasurer and Director, is
responsible for managing the financial risks of the company and developing and
implementing the business plan. Mr. Amersey was elected as a director
of Environmental Solutions Worldwide and has served as a member of the board
since January 2003.  Mr. Amersey was appointed interim Chairman of the Board in May 2004 and subsequently was appointed Chairman of the Board in December
 2004 and served as Chairman of Environmental Solutions Worldwide’s Board
through January 2010.  Environmental Solutions Worldwide manufactures and
markets a diverse line of proprietary catalytic emission conversion, control,
and support products and technologies for the International Transportation,
  Construction, and Utility markets.  In addition to his service as a board
member of Environmental Services Worldwide, Mr. Amersey, since 1978, has been Chairman of the Board of Directors of Scothalls Limited, a private trading firm. Since 2001, Mr. Amersey has also
served as President and CEO of Circletex Corp., a financial consulting
management firm. As the President and CEO of Circletex Corp, Mr. Amersey
manages the day to day affairs of the company and assists small to medium sized
companies wishing to go public.  Additionally, Mr. Amersey has served as
chairman of Midas Touch Global Media Corp., a company engaged in providing
investment newsletters, from 2005 to the present.  Since 2007, Mr. Amersey has served as the Chairman of Hudson Engineering Industries Pvt. Ltd., a private
distribution company domiciled in India. Since 2005, Mr. Amersey has served as the
sole officer and director of Bay City Transfer Agency & Registrar, Inc., a
company that provides stock transfer and reporting services. Additionally, Mr.
Amersey has been a control person of Bay City Transfer Agency & Registrar
Inc. as Mr. Amersey owns 100% of the issued and outstanding shares of its
common stock.  Moreover, Bay City Transfer Agency & Registrar, Inc.
currently rents space from Amersey Investments, LLC, the company which Mr.
Amersey is the managing member of. Since July 10, 2009, Mr. Amersey has
served as the sole officer and director of ABC Acquisition Corp 1501, a blank
check company formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business.  ABC Acquisition Corp
1501 is a reporting company with a class of securities registered pursuant to
section 12 of the Exchange Act. From 2003 to 2006 Mr. Amersey was Chairman of the Board of Directors for RMD Entertainment Group, a public company engaged in the
research and development of advanced broadband technology. During the same
period, Mr. Amersey served as the Chairman of the Board of Directors for Wide
 E-Convergence Technology America Corp., a provider of e-learning software. None of the aforementioned companies
are parents, subsidiaries, or affiliates of ABC Acquisition Corp 1501. Mr. Amersey has a Master of Business Administration Degree from the University of Rochester, Rochester, N.Y. and a Bachelor of Science in Business from Miami University, Oxford, Ohio.  He graduated from Miami University as a member of Phi Beta Kappa and Phi Kappa Phi. Mr. Amersey also holds a Certificate of Director Education from the NACD Corporate Director’s Institute. Mr. Amersey is qualified to be the sole
officer and director of ABC Acquisition Corp 1501 because of his extensive experience
serving on various Boards of Directors for public and private companies.


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The term of
office of each director expires at our annual meeting of stockholders or until
their successors are duly elected and qualified.  Directors  Our
bylaws authorize no less than one (1) and no more than (11) directors.  We currently
have one Director.   Term of Office  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance with
out bylaws.  Our officers are appointed by our board of directors and hold office
until removed by the board. Code of Ethics We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have
a “financial expert” on the board or an audit committee or nominating committee. Potential Conflicts of Interest Since we do not have an audit
or compensation committee comprised of independent directors, the functions that
would have been performed by such committees are performed by our sole director.
Thus, there is a potential conflict of interest in that our sole director has the
authority to determine issues concerning management compensation, in essence his
own, and audit issues that may affect management decisions.  We are not aware of
any other conflicts of interest with any of our executives or directors. Compliance With Section 16(a) of the Exchange Act  To our knowledge, from our inception
to the date of this filing, all filings required to be made by members of
management or others pursuant to Section 16(a) of the Exchange Act have been
duly filed with the Securities and Exchange Commission. Director Independence We are not subject to listing
requirements of any national securities exchange or national securities association
and, as a result, we are not at this time required to have our board comprised of
a majority of “independent directors.” We do not believe that our sole director
meets the definition of “independent” as promulgated by the rules and regulations
of the American Stock Exchange. Corporate Governance  Nominating Committee  From our inception to the date of this
filing, there have been no changes in the procedures by which security holders
may recommend nominees to our Board of Directors; and we do not presently have
a Nominating Committee for members of our Board of Directors. Nominations are
considered by the entire Board.


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Audit Committee  We do not have an Audit Committee, and at this time,
we are not required to have an Audit Committee.  We do not believe that the
lack of an Audit Committee will have any adverse effect on our financial
statements, based upon current operations. Management will assess whether an
Audit Committee may be necessary in the future.  Stockholder Communications Our sole director has not
adopted a process for security holders to send communications to the board of
directors.  As our sole shareholder is the same person as our sole director, we
do not believe that we require a process for security holders to send
communications to the board of directors at this time.  Management
will assess whether a process for security holders to send communications to
the board of directors may be necessary in the future. Board meetings and committees; annual meeting
attendance Following
the initial shareholder meeting on July 10, 2009, the board of directors did
not hold any meetings
during the fiscal year.  No other meetings were held.  Item 11. Executive
Compensation. Nitin
Amersey, our sole officer and director has notreceived any cash remuneration since inception. We do not expect that
he or other officers (should they be appointed) will receive any remuneration
until the consummation of a Business Transaction.  No remuneration of any
nature has been paid for or on account of services rendered by our sole
director acting in such capacity.  Mr. Amersey does not intend to devote more
than a few hours a week to our affairs. It is possible that, after we
successfully consummate a Business Transaction with an unaffiliated entity,
such entity may desire to retain one or a number of members of our management
for the purposes of providing services to the surviving entity. However, we
have adopted a policy whereby the offer of any post-transaction employment to
members of management will not be a consideration in our decision whether to
undertake any proposed transaction. No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs have
been adopted by us for the benefit of our employees. There are no understandings
or agreements regarding compensation our management will receive after a
Business Transaction that is required to be included in this table, or
otherwise. Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters. The
following table sets forth, as of April 6, 2010, the number of shares of Common
Stock owned of record and beneficially by executive officers, directors and
persons who hold 5% or more of the outstanding Common Stock of the Company. Name and
  Address
 
 Amount and Nature ofBeneficial Ownership
 
 Percentage of ClassNitin Amersey
  (1)
  300 Center Ave.
    Ste. 202
  Bay City, MI 48708
 
 35,000,000
 
 100%All Officers
  and Directors as a group
 
 35,000,000
 
 100%


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(1)
 Nitin Amersey
  is President, CFO, Secretary and sole director of the Company.
   Item 13. Certain
Relationships and Related Transactions. We utilize the office space and equipment of our sole
shareholder at no cost. We estimate such amounts to be immaterial. On July 14, 2009, we issued
35,000,000 restricted shares of our Common Stock to Nitin Amersey in
consideration for $3,500 in cash, which was used for incorporation fees, annual
resident agent fees in the State of Nevada, accounting fees and developing our
business concept and plan. All shares were considered issued at their par value
($.0001 per share). We received $10,000 from our
sole shareholder to be used for working capital. The loan is unsecured,
non-interest bearing and payable on demand. Nitin Amersey, our sole
officer and director (its original incorporator), has paid all expenses
incurred by the Company, which includes only resident agent fees, basic state
and local fees and taxes. On a going forward basis, Mr. Amersey has agreed to
pay all expenses incurred by the Company through the date of completion of a
Business Transaction as described in Item 1 of this Form 10-K. Therefore, we do
not expect to have significant expenses until the consummation of a
transaction. Except as otherwise indicated
herein, there have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-K. Item
14.  Principal Accounting Fees and Services.  The firm of
UHY LLP (“UHY”) acts as our principal independent registered public accounting
firm.  UHY personnel work under the direct control of UHY partners and are
leased from wholly-owned subsidiaries of UHY Advisors, Inc. in an alternative
practice structure.  Audit Fees  The
aggregate fees billed by UHY for professional services rendered for the audit
of our annual financial statements and audit of financial statements included
in our Form 10 or services that are normally provided in connection with
statutory and regulatory filings from our inception to our fiscal year ended
December 31, 2009 was $3,000.00.  Audit-Related Fees  Fees
billed by UHY related to the 2009 audit of the Company’s financial statements,
including the Form 10 services, from our inception to our fiscal year ended
December 31, 2009 was $3,000.00.  Tax Fees  The
aggregate fees billed by UHY for professional services for tax compliance, tax
advice, and tax planning from our inception to the fiscal year ended December
31, 2009 was $0.  All Other Fees


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There
were no fees billed by UHY for other products and services for the year ended
December 31, 2009.  Under the
Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our
independent accountants must now be approved in advance by our Audit Committee
to assure that such services do not impair the accountants’ independence from
us.  The Audit Committee has adopted an Audit and Non-Audit Services
Pre-Approval Policy (the “Policy”) which sets forth the procedures and the
conditions pursuant to which services to be performed by the independent
accountants are to be pre-approved.  Our entire Board has acted as our Audit
Committee since July 2009.  Pursuant to the Policy, certain services described
in detail in the Policy may be pre-approved on an annual basis together with
pre-approved maximum fee levels for such services.  The services eligible for
annual pre-approval consist of services that would be included under the
categories of Audit Fees, Audit-Related Fees and Tax Fees in the above table as
well as services for limited review of actuarial reports and calculations.  If
not pre-approved on an annual basis, proposed services must otherwise be
separately approved prior to being performed by independent accountants.  In
addition, any services that receive annual pre-approval but exceed the
pre-approved maximum feel level also will require separate approval by the
entire Board acting as our Audit Committee prior to being performed.  The
Board, acting as the Audit Committee, may delegate authority to pre-approve
audit and non-audit services to any member, but may not delegate such authority
to management.  The tax services represent $0, or 0% of the total for audit
related fees, tax fees and all other fees paid during the year ending December
31, 2009.  Part IV  Item 15. Exhibits,
Financial Statement Schedules.  (a)          1.           The
information required by this item is attached hereto as Exhibit 99.1 to this report.  2.           The
information required by this item is attached hereto as Exhibit 99.1 to this report.  3.           Exhibits:
See Index to Exhibits, which is incorporated by reference in this Item. The
Exhibits listed in the accompanying Index to Exhibits are filed or incorporated
by reference as part of this report.  (b)           Exhibits. See
Index to Exhibits, which is incorporated by reference in this Item. The
Exhibits           listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this    report.  (c)           Not applicable.    INDEX TO EXHIBITS  Exhibit
 
 Description*3.1
 
 Articles of Incorporation*3.2
 
 By-laws31.1
 
 Certification of our Chief
  Executive Officer pursuant to Rule 13a-14(a) and 15(d) and 14(a) promulgated
  under the Securities and Exchange Act of 1934, as amended.31.2
 
 Certification of our Chief
  Financial Officer pursuant to Rule 13a-14(a) and 15(d) and 14(a) promulgated
  under the Securities and Exchange Act of 1934, as amended.32.1
 
 Certification of our Chief
  Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes Oxley Act of 200232.2
 
 Certification of our Chief
  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes Oxley Act of 2002**99.1
 
 Financial Statements


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*
 Filed as an exhibit to our registration
  statement on Form 10, as filed with the Securities and Exchange Commission on
  October 28, 2009 and incorporated herein by this reference.
 **           Filed as an exhibit to our Form 10-K for
the fiscal year ended December 31, 2009 filed on April 6, 2010 and incorporated
herein by this reference.  SIGNATURES  In accordance with 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.  Joshua Gold Resources
  Inc.Dated: July 22, 2011
 By:
 /s/ Benjamin WardBenjamin Ward
  CEO, President, CFO and
  Director
   Pursuant to the
requirements of the Securities Exchange Act of 1934, this Annual Report on
Form 10‐K/A has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.  Dated: July 22,
2011                                                                          By:/s/
Benjamin Ward Benjamin Ward President, CEO,
CFO and Director  Dated:  July 22,
2011                                                                         By:/s/
Ben Fuschino Ben Fushino Director  Dated:  July 22,
2011                                                                         By:/s/
Ryan Bignucolo Ryan Bignucolo Director


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