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. GAAPS | International Financial ReportingStandards as issued by theInternational Accounting StandardsBoard £ | 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



|ExhibitNumbers | 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