UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-Q   x
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
  For the quarterly period ended September 30, 2009  OR  o
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
  For the transition period from ________________ to ________________  Commission File No. 333-139037  XTRA-GOLD RESOURCES CORP. (Exact name of registrant as specified in its charter)  NEVADA
        
        91-1956240(State or other jurisdiction of
        
        (I.R.S. Employerincorporation or organization)
        
        Identification No.)
  360 BAY STREET  SUITE 301 TORONTO, ONTARIO  M5H 2V6  CANADA (Address of principal executive offices)  (416) 366-4227 (Registrants telephone number, including area code)  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 the filing
requirements for the past 90 days.x
YesoNo  Indicate by a 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).
oYesoNo  Indicate by check mark whether the registrant is a large accelerated filer, an 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 FileroNon-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):oYes
        xNo
  APPLICABLE ONLY TO CORPORATE ISSUERS  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.  Class
        Outstanding as at November 12, 2009Common stock - $0.001 par value
        32,525,477
    TABLE OF CONTENTS




PagePART I
        FINANCIAL INFORMATIONItem 1
        Financial Statements
        F-1Item 2
        Managements Discussion and Analysis of Financial Conditions and Results of Operations
        2Item 3
        Quantitative and Qualitative Disclosures about Market Risk
        8Item 4T
        Controls and Procedures
        8PART II
        OTHER INFORMATIONItem 1
        Legal Proceedings
        9Item 1A
        Risk Factors
        9Item 2
        Unregistered Sales of Equity Securities and Use of Proceeds
        9Item 3
        Defaults upon Senior Securities
        9Item 4
        Submission of Matters to a Vote of Security Holders
        9Item 5
        Other Information
        9Item 6
        Exhibits
        9



XTRA-GOLD RESOURCES CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

(unaudited)

SEPTEMBER 30, 2009



September 30, 2009(unaudited)
        
        December 31, 2008(audited)ASSETSCurrentCash and equivalents
        
        $
        193,013
        
        $
        271,573Investment in trading securities, at fair value(cost of $1,926,042; December 31, 2008 - $2,208,373) (Note 4)
        
        
        1,733,744
        
        
        1,470,382Receivables and other
        
        
        74,562
        
        
        92,942Total current assets
        
        
        2,001,319
        
        
        1,834,897Equipment
        
        
        261,331
        
        
        312,300Deferred financing costs
        
        
        1,925
        
        
        3,850Oil and gas investment(Note 5)
        
        
        40,000
        
        
        40,000Mineral properties(Note 6)
        
        
        1,662,564
        
        
        1,662,564TOTAL ASSETS
        
        $
        3,967,139
        
        $
        3,853,611LIABILITIES AND STOCKHOLDERS EQUITYCurrentAccounts payable and accrued liabilities
        
        $
        206,235
        
        $
        535,272Total current liabilities
        
        
        206,235
        
        
        535,272Convertible debentures
        
        
        250,000
        
        
        250,000Asset retirement obligation
        
        
        70,272
        
        
        65,369Total liabilities
        
        
        526,507
        
        
        850,641Stockholders equityCapital stock (Note 7)Authorized250,000,000 common shares with a par value of $0.001Issued and outstanding32,525,477 common shares (December 31, 2008  31,330,602 common shares)
        
        
        32,525
        
        
        31,331Additional paid in capital
        
        
        13,706,451
        
        
        12,742,360Deficit
        
        
        (1,427,764
        )
        
        (1,427,764
        )Deficit accumulated during the exploration stage
        
        
        (8,870,580
        )
        
        (8,342,957
        )Total stockholders equity
        
        
        3,440,632
        
        
        3,002,970TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
        
        $
        3,967,139
        
        $
        3,853,611History and organization of the Company(Note 1)Contingency and commitments(Note 11)



F-1

XTRA-GOLD RESOURCES CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. Dollars)

(unaudited)



Cumulativeamounts fromthe beginningof theexplorationstage onJanuary 1,2003 to
September 30,2009
        
        ThreeMonthsEndedSeptember 30,2009
        
        ThreeMonthsEndedSeptember 30,2008
        
        NineMonthsEndedSeptember 30,2009
        
        NineMonthsEndedSeptember 30,2008EXPENSESAmortization
        
        $
        168,822
        
        $
        16,907
        
        $
        34,786
        
        $
        50,969
        
        $
        62,092Exploration
        
        
        11,659,682
        
        
        601,421
        
        
        1,925,393
        
        
        705,958
        
        
        4,596,633General and administrative
        
        
        4,490,095
        
        
        184,778
        
        
        328,634
        
        
        462,194
        
        
        813,458Write-off of mineral property
        
        
        26,000
        
        
        
        
        
        
        
        
        
        
        
        LOSS BEFORE OTHER ITEMS
        
        
        (16,344,599
        )
        
        (803,106
        )
        
        (2,288,813
        )
        
        (1,219,121
        )
        
        (5,472,183
        )OTHER ITEMSForeign exchange gain (loss)
        
        
        313,805
        
        
        116,250
        
        
        (1,064
        )
        
        246,520
        
        
        (78,608
        )Interest expense
        
        
        (240,011
        )
        
        (642
        )
        
        
        
        
        (1,925
        )
        
        (38,227
        )Realized gains (losses)on sales of trading securities
        
        
        15,478
        
        
        (90,788
        )
        
        52,337
        
        
        (180,740
        )
        
        37,276Net unrealized gain (loss)on trading securities
        
        
        (347,350
        )
        
        318,474
        
        
        (476,756
        )
        
        509,157
        
        
        (264,616
        )Other income
        
        
        791,057
        
        
        33,841
        
        
        43,522
        
        
        106,883
        
        
        140,187Recovery of gold
        
        
        6,844,610
        
        
        
        
        
        1,183,094
        
        
        11,603
        
        
        3,950,535Gain on disposal of property
        
        
        96,430
        
        
        
        
        
        
        
        
        
        
        
        7,474,019
        
        
        377,135
        
        
        801,133
        
        
        691,498
        
        
        3,746,547Loss for the period
        
        $
        (8,870,580
        )
        $
        (425,971
        )
        $
        (1,487,680
        )
        $
        (527,623
        )
        $
        (1,725,636
        )Basic and diluted loss
per common share
        
        
        
        
        $
        (0.01
        )
        $
        (0.05
        )
        $
        (0.02
        )
        $
        (0.06
        )Basic and diluted weighted average
number of common shares outstanding
        
        
        
        
        
        32,378,004
        
        
        31,130,772
        
        
        31,919,602
        
        
        30,037,417



F-2

XTRA-GOLD RESOURCES CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(unaudited)



Cumulativeamounts fromthe beginning ofthe explorationstage onJanuary 1, 2003to September 30,2009
        
        Nine MonthsEndedSeptember 30,2009
        
        Nine MonthsEndedSeptember 30,2008CASH FLOWS FROM OPERATING ACTIVITIESLoss for the period
        
        $
        (8,870,580
        )
        $
        (527,623
        )
        $
        (1,725,636
        )Items not affecting cash:Amortization
        
        
        168,822
        
        
        50,969
        
        
        48,103Amortization of deferred financing costs
        
        
        44,277
        
        
        1,925
        
        
        18,609Accretion of asset retirement obligation
        
        
        15,437
        
        
        4,903
        
        
        Shares issued for services
        
        
        202,365
        
        
        
        
        
        Stock-based compensation
        
        
        663,104
        
        
        63,974
        
        
        121,784Unrealized foreign exchange (gain) loss
        
        
        (324,723
        )
        
        (142,089
        )
        
        127,342Realized (gain) losses on sale of trading securities
        
        
        (15,478
        )
        
        180,740
        
        
        (37,276
        )Purchase of trading securities
        
        
        (11,422,112
        )
        
        (635,809
        )
        
        (1,470,412
        )Proceeds on sale of trading securities
        
        
        9,681,219
        
        
        842,953
        
        
        1,002,302Unrealized (gain) loss on trading securities
        
        
        347,350
        
        
        (509,157
        )
        
        264,616Gain on disposal of property
        
        
        (95,342
        )
        
        
        
        
        Write-off of mineral property
        
        
        26,000
        
        
        
        
        
        Expenses paid by stockholders
        
        
        2,700
        
        
        
        
        
        Changes in non-cash working capital items:(Increase) decrease in receivables and other
        
        
        (66,187
        )
        
        18,380
        
        
        (1,760
        )Increase (decrease) in accounts payable and accrued liabilities
        
        
        195,543
        
        
        (329,037
        )
        
        92,295Increase (decrease) in due to related party
        
        
        50,000
        
        
        
        
        
        Net cash used in operating activities
        
        
        (9,397,605
        )
        
        (979,871
        )
        
        (1,560,033
        )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of convertible debentures
        
        
        900,000
        
        
        
        
        
        Deferred financing costs
        
        
        (46,202
        )
        
        
        
        
        Repurchase of capital stock
        
        
        (57,000
        )
        
        (50,000
        )
        
        Issuance of capital stock, net of financing costs
        
        
        9,181,033
        
        
        951,311
        
        
        2,489,460Net cash provided by financing activities
        
        
        9,977,831
        
        
        901,311
        
        
        2,489,460



Continued



F-3

XTRA-GOLD RESOURCES CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(unaudited)



Cumulativeamounts fromthe beginning ofthe explorationstage onJanuary 1, 2003to September 30,2009
        
        Nine MonthsEndedSeptember 30,2009
        
        Nine MonthsEndedSeptember 30,2008Continued...CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment
        
        
        (433,976
        )
        
        
        
        
        (115,993
        )Oil and gas property expenditures
        
        
        (250,137
        )
        
        
        
        
        (40,000
        )Acquisition of cash on purchase of subsidiary
        
        
        11,510
        
        
        
        
        
        Acquisition of subsidiary
        
        
        (25,000
        )
        
        
        
        
        Proceeds on disposal of assets
        
        
        310,390
        
        
        
        
        
        Net cash provided by (used in) investing activities
        
        
        (387,213
        )
        
        
        
        
        (155,993
        )Change in cash and cash equivalents during the period
        
        
        193,013
        
        
        (78,560
        )
        
        773,434Cash and cash equivalents, beginning of the period
        
        
        
        
        
        271,573
        
        
        334,265Cash and cash equivalents, end of the period
        
        $
        193,013
        
        $
        193,013
        
        $
        1,107,699



Supplemental disclosure with respect to cash flows(Note 9)



F-4

XTRA-GOLD RESOURCES CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

(Expressed in U.S. Dollars)

(unaudited)



Common Stock
        
        
        AdditionalPaid inCapital
        
        Deficit
        
        DeficitAccumulatedDuring theExplorationStage
        
        TotalNumber ofShares
        
        AmountBalance, December 31, 2008 (Audited)
        
        31,330,602
        
        $
        31,331
        
        
        $
        12,742,360
        
        $
        (1,427,764
        )
        $
        (8,342,957
        )
        $
        3,002,970April, 2009  Private placement at $0.70 per unit
        
        710,000
        
        
        710
        
        
        
        496,290
        
        
        
        
        
        
        
        
        497,000May, 2009  Private placement at $0.70 per unit
        
        308,000
        
        
        308
        
        
        
        215,292
        
        
        
        
        
        
        
        
        215,600May, 2009  Repurchase of shares at $0.25 per share
        
        (200,000
        )
        
        (200
        )
        
        
        (49,800
        )
        
        
        
        
        
        
        
        (50,000
        )August, 2009  Private placement at $0.80 per unit
        
        376,875
        
        
        376
        
        
        
        301,124
        
        
        
        
        
        
        
        
        301,500Share issuance costs
        
        
        
        
        
        
        
        
        (62,789
        )
        
        
        
        
        
        
        
        (62,789
        )Stock-based compensation
        
        
        
        
        
        
        
        
        63,974
        
        
        
        
        
        
        
        
        63,974Loss for the period
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (527,623
        )
        
        (527,623
        )Balance, September 30, 2009
        
        32,525,477
        
        $
        32,525
        
        
        $
        13,706,451
        
        $
        (1,427,764
        )
        $
        (8,870,580
        )
        $
        3,440,632



F-5

XTRA-GOLD RESOURCES CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2009

(unaudited)



1.
        HISTORY AND ORGANIZATION OF THE COMPANY



Silverwing Systems Corporation (the Company), a Nevada corporation, was incorporated on September 1, 1998. On June 23, 1999, the Company completed the acquisition of Advertain On-Line Canada Inc. (Advertain Canada), a Canadian company operating in Vancouver, British Columbia, Canada. The Company changed its name to Advertain On-Line Inc. (Advertain) on August 19, 1999. Advertain Canadas business was the operation of a web site, Advertain.com, whose primary purpose was to distribute entertainment advertising on the Internet.



In May 2001, the Company, being unable to continue its funding of Advertain Canadas operations, decided to abandon its interest in Advertain Canada. On June 15, 2001, the Company sold its investment in Advertain Canada back to Advertain Canadas original shareholder. On June 18, 2001, the Company changed its name from Advertain to RetinaPharma International, Inc. (RetinaPharma) and became inactive.



In 2003, the Company became a resource exploration company. On October 31, 2003, the Company acquired 100% of the issued and outstanding common stock of Xtra-Gold Resources, Inc.(XGRI). XGRI was incorporated in Florida on October 24, 2003. On December 19, 2003, the Company changed its name from RetinaPharma to Xtra-Gold Resources Corp.



In 2004, the Company acquired 100% of the issued and outstanding capital stock of Canadiana Gold Resources Limited (Canadiana) and 90% of the issued and outstanding capital stock of Goldenrae Mining Company Limited (Goldenrae). Both companies are incorporated in Ghana and the remaining 10% of the issued and outstanding capital stock of Goldenrae is held by the Government of Ghana.



On October 20, 2005, XGRI changed its name to Xtra Energy Corp. (Xtra Energy).



On October 20, 2005, the Company incorporated Xtra Oil & Gas Ltd. (XOG) in Alberta, Canada.



On December 21, 2005, Canadiana changed its name to Xtra-Gold Exploration Limited (XG Exploration).



On January 13, 2006, Goldenrae changed its name to Xtra-Gold Mining Limited (XG Mining).



On March 2, 2006, the Company incorporated Xtra Oil & Gas (Ghana) Limited (XOGG) in Ghana.




2.
        GOING CONCERN



The Company is in the exploration stage with respect to its resource properties, incurred a loss of $527,623 for the nine months ended September 30, 2009 and has accumulated a deficit during the exploration stage of $8,870,580. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



Management of the Company (Management) is of the opinion that sufficient financing will be obtained from external financing and further share issuances to meet the Companys obligations. At September 30, 2009, the Company has working capital of $1,795,084.



F-6

3.
        SIGNIFICANT ACCOUNTING POLICIES



The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Companys
audited consolidated financial statements and notes thereto for the year ended December 31, 2008, included in the Companys Form 10-K, filed with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.



Recent accounting pronouncements



A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the Companys consolidated financial statements.




4.
        INVESTMENTS IN TRADING SECURITIES



At September 30, 2009, the Company held investments classified as trading securities, which consisted of various equity securities. All trading securities are carried at fair value. As of September 30, 2009, the fair value of trading securities was $1,733,744 (December 31, 2008  $1,470,382).




5.
        OIL AND GAS PROPERTY



In April 2008, XOG purchased an 18.9% participating interest in a petroleum and natural gas lease at an Alberta Crown Land sale. The lease has a five year term, but may be held by continuous production of petroleum and natural gas commencing prior to the expiry of the five year term.




6.
        MINERAL PROPERTIES




September 30, 2009
        
        December 31, 2008Acquisition costs
        
        $
        1,607,729
        
        $
        1,607,729Asset retirement obligation
        
        
        54,835
        
        
        54,835Total
        
        $
        1,662,564
        
        $
        1,662,564



Kwabeng, Pameng and Apapam Projects



The Company holds three mining leases in Ghana. These mining leases grant the Company mining rights to produce gold in the leased areas until July 26, 2019 with respect to the Kwabeng and Pameng Projects and until December 17, 2015 with respect to the Apapam Project, the latter of which can be renewed for a further 30 year term on application and payment of applicable fees to the Minerals Commission. All gold production will be subject to a 3% production royalty of the net smelter returns (NSR).



F-7

6.
        MINERAL PROPERTIES (contd...)



Banso and Muoso Project



The Company holds a prospecting license on its Banso and Muoso Project in Ghana. This license grants the Company the right to conduct exploratory work to determine whether there are mineable reserves of gold or diamonds in the licensed areas, and currently has been renewed for a further one year term and is further renewable on application and payment of applicable renewal fees to the Minerals Commission. If mineable reserves of gold or diamonds are discovered, the Company will have the option to acquire a mining lease.



Option agreement on Edum Banso Project



In October, 2005, XG Exploration entered into an options agreement (the Option Agreement) with Adom Mining Limited (Adom) to acquire 100% of Adoms right, title and interest in and to a prospecting license on the Edum Banso concession (the Edum Banso Project) located in Ghana. Adom further granted XG Exploration the right to explore, develop, mine and sell mineral products from this concession. The renewal date was July 14, 2009 and the company has been granted a 1 year extension by the Minerals Commission.



The consideration paid was $15,000 with additional payments of $5,000 to be paid on the anniversary date of the Option Agreement in each year during the term. Upon the commencement of gold production, an additional $200,000 is to be paid, unless proven and probable reserves are less than 2,000,000 ounces, in which case the payment shall be reduced to $100,000.



Upon successful transfer of title from Adom to XG Exploration, a production royalty (the Royalty) of 2% of the net smelter returns shall be paid to Adom; provided, however that in the event that less than 2,000,000 ounces of proven and probable reserves are discovered, then the Royalty shall be 1%. The Royalty can be purchased by XG Exploration for $2,000,000; which will be reduced to $1,000,000 if proven and probable reserves are less than 2,000,000 ounces.



Mining lease and prospecting license commitments



The Company is committed to expend, from time to time to the Minerals Commission for an extension of an expiry date of a prospecting license (currently $15,000 for each occurrence) or a mining lease and the Environmental Protection Agency (EPA) (of Ghana) for processing and certificate fees with respect to EPA permits, an aggregate of less than $500 in connection with annual or ground rent and mining permits to enter upon and gain access to the areas covered by the Companys mining leases and prospecting licenses.




7.
        CAPITAL STOCK



Private placements



In April and May, 2009, the Company issued 1,018,000 units at $0.70 per unit for gross proceeds of $712,600. Each unit consisted of one common share and one share purchase warrant enabling the holder to acquire an additional common share at a price of $1.00 expiring two years from the date of issue.



In August, 2009, the Company issued 376,875 units at $0.80 per unit for gross proceeds of $301,500. Each unit consisted of one common share and one half of one share purchase warrant. One whole warrant enables the holder to acquire an additional common share at a price of $1.00 expiring two years from the date of issue.



Stock options

The number of shares reserved for issuance under the Companys equity compensation option plan is 3,000,000. The terms and conditions of any options granted, including the number and type of options, the exercise period, the exercise price and vesting provisions, are determined by the board of directors.



F-8

7.
        CAPITAL STOCK (contd...)



At September 30, 2009, the following stock options were outstanding:




Number of Options
        Exercise Price
        Expiry Date540,000
        $ 0.70
        May 1, 2013540,000
        $ 0.75
        May 1, 2013



Stock option transactions and the number of stock options outstanding are summarized as follows:




September 30, 2009
        
        December 31, 2008Numberof Options
        
        WeightedAverageExercise Price
        
        Numberof Options
        
        WeightedAverageExercise PriceOutstanding, beginning of period
        
        1,080,000
        
        $
        0.73
        
        1,480,000
        
        $
        0.75Granted
        
        
        
        
        
        
        
        
        
        Exercised
        
        
        
        
        
        
        (100,000
        )
        
        0.75Cancelled/Expired
        
        
        
        
        
        
        (300,000
        )
        
        0.80Outstanding, end of period
        
        1,080,000
        
        $
        0.73
        
        1,080,000
        
        $
        0.73Exercisable, end of period
        
        990,000
        
        $
        0.72
        
        783,000
        
        $
        0.72



The aggregate intrinsic value for options vested as of September 30, 2009 is approximately $235,000 (September 30, 2008 - $402,000) and for total options outstanding is approximately $254,000 (September 30, 2008  $731,000).



Stock-based compensation



No stock options were granted during the nine month periods ended September 30, 2009 and 2008. During the nine months ended September 30, 2009, $63,974 (September 30, 2008 - $121,784) was expensed and included in general and administrative expenses. The remaining $19,896 will be expensed in future periods.



Warrants



At September 30, 2009, the following warrants were outstanding:




Number of Warrants
        Exercise Price
        Expiry Date350,000
        $1.00
        April 1, 2011360,000
        $1.00
        April 16, 2011308,000
        $1.00
        May 15, 2011188,438
        $1.00
        August 5, 2011



Warrant transactions and the number of warrants outstanding are summarized as follows:




September 30, 2009
        
        December 31, 2008Balance, beginning of period
        
        1,514,471
        
        1,074,511Issued
        
        1,206,438
        
        1,146,960Exercised
        
        
        
        (631,000)Expired
        
        (1,514,471)
        
        (76,000)Balance, end of period
        
        1,206,438
        
        1,514,471



F-9

8.
        RELATED PARTY TRANSACTIONS



During the nine months ended September 30, 2009 and 2008, the Company entered into the following transactions with related parties:




(a)
        Paid or accrued consulting fees of $62,113 (2008 - $145,594) to officers of the Company or companies controlled by such officers.




(b)
        Paid or accrued directors fees of $12,015 (2008  $28,834) to directors of the Company or companies controlled by directors.



The amounts charged to the Company for the services provided have been determined by negotiation among the parties. These transactions were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the related parties.




9.
        SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS




Cumulative amountsfrom the beginning ofthe exploration stageon January 1, 2003 toSeptember 30, 2009
        
        Nine Month Period Ended September 30, 2009
        
        Nine Month Period Ended September 30, 2008Cash paid during the period for:Interest
        
        $
        206,857
        
        $
        
        
        $
        33,607Income taxes
        
        $
        
        
        $
        
        
        $
        



There were no significant non-cash transaction during the nine months ended September 30, 2009.



The significant non-cash transaction during the nine months ended September 30, 2008 was the issuance of 84,960 finders warrants in connection with a private placement and the conversion of $650,000 of convertible debentures into 650,000 common shares.




10.
        SEGMENTED INFORMATION



The Company has one reportable segment, being the exploration and development of resource properties.



Geographic information is as follows:




September 30, 2009
        
        December 31, 2008Capital assets:Canada
        
        $
        57,741
        
        $
        61,307Ghana
        
        
        1,923,061
        
        
        1,953,557Total capital assets
        
        $
        1,980,802
        
        $
        2,014,864



F-10

11.
        CONTINGENCY AND COMMITMENTS




a)
        Effective May 1, 2006, the Company entered into a management consulting agreement with the Vice President, Exploration whereby the Company will pay $5,000Cdn per month for three years (renewed to May 1, 2010 at a rate of $10,000Cdn effective September 1, 2009). In the event of termination, without cause, 18 months of fees will be payable.




b)
        The Company has entered into a temporary consulting agreement with Brokton International Ltd. (Brokton), a company controlled by its President, James Longshore. Brokton is to be paid $5,000 (USD/mo) for fiscal 2009.




c)
        The Company leases 1,163 square feet for its corporate office located at Suite 301, 360 Bay Street, Toronto, Ontario. The lease has a 66 month term commencing May 1, 2007, at approximately $3,868 Cdn per month.




d)
        The Company is party to a lawsuit for the sum of $121,336.66 (USD) filed in the Ghanaian courts pertaining to payment for excavation services provided by a subcontractor. No liability has been recorded in connection with the lawsuit because the Company believes the debt had previously been discharged through the transfer of shares to the subcontractor in 2008; the company plans to defend itself vigorously against the allegations.



F-11

Item 2.
        MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion and analysis of our consolidated financial statements and results of operations for the three months ended and nine months ended September 30, 2009 and 2008 should be read in conjunction with the consolidated unaudited financial statements and the related notes to our consolidated financial statements and other information presented elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements set out herein. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and as contained elsewhere in this Report. Our consolidated unaudited financial statements are stated in United States Dollars and are prepared in accordance with generally accepted accounting
principles in the United States.



Plan of Operations - Overview



Xtra-Gold Resources Corp. (Xtra-Gold or the Company) is a gold exploration company engaged in the exploration of gold properties in the Republic of Ghana, West Africa. Xtra-Golds mining portfolio currently consists of 246.84 square kilometers (also referred to herein assq km) comprised of 51.67 sq km for its Banso Project, 55.65 sq km for its Muoso Project, 33.65 sq km for the Companys Apapam Project, 44.76 sq km for the Companys Kwabeng Project, 40.51 sq km for the Companys Pameng Project and 20.60 sq km for the Companys Edum Banso Project, or 60,969 acres, pursuant to the leased and licensed areas set forth in the Companys respective mining leases, prospecting licenses and/or option agreement.



The Companys strategic plan is, with respect to the Companys gold projects: (i) to define potential reserves on the Companys exploration projects; (ii) to mine the mineralized material, where possible, to generate cash proceeds to assist funding of the Companys exploration programs; and (iii) to acquire further interests in gold mineralized projects and oil and gas prospects that fall within the criteria of providing a geological basis for development of drilling initiatives that can enhance shareholder value by demonstrating potential to define reserves.



Xtra-Gold anticipates that the Companys ongoing efforts, subject to adequate funding being available, will continue to be focused on the exploration and development of the Companys properties and completing acquisitions in strategic areas.



The Companys ability to continue to expand land acquisitions and drilling opportunities during the next 12 months is dependent on adequate capital resources being available. In October 2008, the Company temporarily suspended the Companys operations at the Kwabeng Project while management considers a more economic and efficient manner in which to extract and process the gold recoverable from the mineralized material at this Project.



While there can be no assurance, Xtra-Gold anticipates that, over the next 12 months, it will spend $1,000,000 for exploration expenses and approximately $500,000 for general and administrative expenses. The Company plans to concentrate on the exploration of its core properties. During fiscal 2008 the Company completed a successful 3,000 meter diamond drilling program supplemented by an additional 805 meters of trenching. The results were encouraging and the Company has recently completed 50 reverse circulation holes totalling 4,715 meters in the period from July 14 to September 26, 2009. (See WWW.Xtragold.com and review the press releases for further details.)



Xtra-Gold requires additional capital to implement the Companys plan of operations. The Company anticipates that these funds will be raised primarily through equity and debt financing or from other available sources of financing. If the Company raises additional funds through the issuance of equity or convertible debt securities, these financings will/may result in the dilution in the equity ownership of investors in the Companys common stock. There can be no assurance that additional financing will be available upon acceptable terms, if at all. If adequate funds are not available or are not available on acceptable terms, the Company may be unable to take advantage of prospective new opportunities or acquisitions, which could significantly and materially restrict the Companys operations, perhaps including discontinuance of the Companys current projects.



- 2 -

Results of Operations



For the first nine months of 2009, the Company lost $527,623 compared to a loss of $1,725,636 for the same period of the preceding year. Expenses recognized between the periods declined sharply with exploration expense declining from $4,596,633 during the first nine months of 2008 to $705,958 in 2009. This significant decline in exploration costs reflected managements decision to conserve financial resources to temporarily suspend the Companys extraction and production activities at the Companys Kwabeng Project in October 2008 and limiting the Companys exploration activities at the Companys Banso and Muoso, Apapam and Edum Banso Projects. Similarly, expenses declined sharply for the three months ended September 30, 2009 when compared to the third quarter 2008, with exploration costs recognized during the quarter of $601,421 in 2009 compared to $1,925,393 in 2008. This
significant decline was also attributable to the cost reduction measures commenced in October 2008.



General and administrative expenses declined significantly for both the nine months ended and three months ended September 30, 2009 as compared to the same periods of the preceding year. General and administrative expense totaled $462,194 for the first nine months of 2009, down from $813,458 in 2008, a 43% decline. For the third quarter 2009, general and administrative expenses totaled $184,778, a decline of 44% from the third quarter 2008. These declines reflect the overall cost containment efforts of management and included reductions in consulting fees, legal costs and administrative support costs associated with the Companys suspended Kwabeng Project.



Other items recognized for the first nine months of 2009 declined from $3,746,547 in 2008 to $691,498. The bulk of the decline, totaling approximately $3.05 million, was due to the sharp drop in recovery of gold recognized from the mineralized material extracted from the Kwabeng Project, which operations were temporarily suspended in October 2008. Recovery of gold recognized in 2009 totaled $11,603 compared to $3,950,535 in the first nine months of 2008.



The Company recognized a foreign exchange gain of $246,520 for the first nine months of 2009 compared to a loss on foreign exchange of $78,608 in the period 2008. During the third quarter 2009, the Company recognized a foreign exchange gain of $116,250 compared to a loss of $1,064 for the comparable period in 2008. These increases were attributable to the strengthening of the Canadian dollar against the U.S. dollar. The Companys portfolio of marketable securities is largely denominated in Canadian currency. While the Company has benefited from these fluctuations in 2009, there can be no assurance that this trend in relative values will continue.



The Companys realized losses on the sale of trading securities totaled $180,740 and $90,788 for the nine months and three months ended September 30, 2009, respectively. In the comparable periods of the preceding year realized gains of $37,276 and $52,337 were recognized, respectively. These realized losses were primarily attributable to the overall decline in market conditions, which commenced in the summer of 2008. The Companys portfolio of marketable securities reflects an unrealized gain of $509,157 for the first nine months of 2009 compared to a loss of $264,616 in the 2008 period. The Companys year-to-date gain in 2009 reflects a gain in the third quarter of $318,474, primarily attributable to a rebound in the equities market during the 3rd quarter of 2009.



Other income primarily derived from dividends and interest earned, declined 24% for the first nine months of 2009 compared to 2008. This decline, as with the decline in the third quarter 2009 compared to 2008 was primarily due to cuts in dividends (distributions) from the component securities within the investment portfolio.



Basic and diluted loss per share totaled $0.02 for the nine months ended September 30, 2009 compared to a loss of $0.06 for the nine months ended September 30, 2008. The weighted average number of common shares outstanding used in these calculations totaled 31,919,602 and 30,037,417, respectively. The increase in the weighted average number of shares outstanding resulted from additional issuance of (i) 131,243 shares in connection with the settlement of amounts due by the Companys subsidiary, XG Mining; (ii) 1,394,875 shares in connection with the private placement of shares in April, May and August of 2009 and (iii) the repurchase and cancelation of 200,000 shares in May 2009.



Liquidity and Capital Resources



The independent auditors report accompanying the Companys December 31, 2008 and December 31, 2007 consolidated financial statements contains an explanatory paragraph expressing doubt about the Companys ability to continue as a going concern. The consolidated unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates that the Company will realize on its assets and satisfy its liabilities and commitments in the ordinary course of business.



- 3 -

Historically, the Companys principal source of funding to meet the Companys operational needs has been several equity financings and one convertible debt. In April and May 2009, the Company completed, in a series of tranches, a private placement of 1,018,000 Units. The Units, comprised of one share of the Companys common stock and one common stock purchase warrant, sold at a price of US$0.70 each, providing gross proceeds of US$712,600 and net proceeds, after issuance costs, of $677,040. Each warrant entitles the holder to acquire one share of common stock for US$1.00 for a period of 24 months from the date of each tranche closing.



In August 2009, the Company completed an additional private placement of 376,875 Units at $0.80 per Unit for total proceeds of US$301,500 (net proceeds of $274,271). Each Unit was comprised of one share of the Companys common stock and one half of one warrant. One whole warrant is exercisable into one additional common share at $1.00 for a period of 24 months from closing.



The Company anticipates it will need to raise additional capital to continue its exploration programs via further sales of equity or debt securities. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities or existing agreements and projects which could significantly and materially restrict the Companys business operations.



Working capital totaled $1,795,084 at September 30, 2009, up from $1,299,625 at December 31, 2008. This increase, totaling $495,459 was primarily attributable to the net proceeds of the Companys most recent private placements completed in April, May and August, 2009. The Company has no lines of credit or other bank financing agreements in place to help fund the Companys short term operational cash needs. While management does have flexibility and, depending upon the success of planned financings and revenues, it intends to expend in the next year:




(i)
        $1,000,000 on exploration;



(ii)
        $500,000 in general and administrative costs.




Material Commitments




(a)
        Mineral Property Commitments



Save and except for fees payable from time to time to (i) the Minerals Commission for an extension of an expiry date of a prospecting license (current consideration fee payable is $15,000) or mining lease or annual operating permits; (ii) the Environmental Protection Agency (EPA) in Ghana for the issuance of permits prior to the commencement of any work at a particular concession or the posting of a bond in connection with any mining operations undertaken by the Company; and (iii) a legal obligation associated with the Companys mineral properties for clean up costs when work programs are completed, the Company is committed to expend an aggregate of less than $500 in connection with annual or ground rent and mining permits to enter upon and gain access to the following concessions and such other financial commitments arising out of any approved
exploration programs in connection therewith:




(i)
        the Kwabeng concession (Kwabeng Project);




(ii)
        the Pameng concession (Pameng Project);




(iii)
        the Banso and Muoso concessions (Banso and Muoso Project);




(iv)
        the Apapam concession (Apapam Project); and




(v)
        the Edum Banso concession (Edum Banso Project).



With respect to the Kwabeng, Pameng and Apapam Projects, upon and following the commencement of gold production, a royalty of 3% of the net smelter returns is payable quarterly to the Government of Ghana.



- 4 -

With respect to the Edum Banso Project:




(a)
        $5,000 is payable to Adom Mining Limited (Adom) on the anniversary date of the Option Agreement in each year that the Company hold an interest in the agreement;




(b)
        $200,000 is payable to Adom when the production of gold is commenced (or $100,000 in the event that less than 2 million ounces of proven and probable reserves are discovered on the Companys project at this concession) and




(c)
        an aggregate production royalty of 2% of the net smelter returns (NSR) from all ores, minerals and other products mined and removed from the project, except if less than 2 million ounces of proven and probable reserved are discovered in or at the Project, then the royalty shall be 1% of the NSR.




(b)
        Repayment of Convertible Debentures and Accrued Interest



As a result of Xtra-Golds common stock having traded for 20 consecutive trading days (a) with a closing bid price of at least $1.50 per share and (b) a cumulative trading volume during such twenty (20) trading day period of at least 1,000,000 shares, in June 2008, the Company provided notice of automatic conversion of the Debentures. Consequently, interest payments ceased as at June 30, 2008. As at the nine months ended September 30, 2009, the Company had converted $650,000 of the aggregate principal of the Convertible Debentures by way of the issuance of 650,000 Common Shares.




(c)
        Further Material Commitments




a)
        Effective May 1, 2006, the Company entered into a management consulting agreement with the Vice President, Exploration whereby the Company will pay $5,000Cdn per month for three years (renewed to May 1, 2010 at a rate of $10,000Cdn effective September 1, 2009). In the event of termination, without cause, 18 months of fees will be payable.




b)
        The Company has entered into a temporary consulting agreement with Brokton International Ltd. (Brokton), a company controlled by its President, James Longshore. Brokton is to be paid $5,000 (USD/mo) for fiscal 2009.




c)
        The Company leases 1,163 square feet for its corporate office located at Suite 301, 360 Bay Street, Toronto, Ontario. The lease has a 66 month term commencing May 1, 2007, at approximately $3,868 CAD per month.



Further material commitments are subject to new funding arrangements to be obtained or agreements not yet formalized.



Purchase of Significant Equipment



The Company does not expect to purchase significant ore processing and gold recovery equipment



Off Balance Sheet Arrangements



The Company has no off balance sheet arrangements.



Significant Accounting Applications



The accompanying unaudited financial statements have been prepared by Xtra-Gold in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted. These financial statements should be read in conjunction with Xtra-Golds audited consolidated financial
statements and notes thereto for the year ended December 31, 2008, included in the Companys 10-K Annual Report, filed March 27, 2009, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.



- 5 -

Recent Accounting Pronouncements



In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. SFAS 141R is a revision of SFAS 141 and includes substantial changes to the acquisition method used to account for business combinations (formerly the purchase accounting method), including broadening the definition of a business, as well as revisions to accounting methods for contingent consideration and other contingencies related to the acquired business, accounting for transaction costs, and accounting for adjustment to provisional amounts recorded in connection with acquisitions. SFAS 141R retains the fundamental requirement of SFAS 141, that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R is effective for annual reporting periods beginning on or
after December 15, 2008. We expect the requirements of SFAS 141R will have an impact on the Companys consolidated financial statements, but the specific effects will depend upon the any specific business combinations we may enter into in the future. As early adoption is prohibited, we will begin to apply this standard to any business combinations, if any, occurring after January 1, 2009.



In April 2009 the FASB issued FSP No. 141R-1 Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, or FSP 141R-1. FSP 141R-1 amends the provisions in SFAS 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. The FSP eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in SFAS 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. We expect FSP 141R-1 will have an impact on the Companys consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, term and size of the acquired contingencies.



In December 2007, the FASB issued SFAS 160, Non-controlling Interests in Consolidated Financial Statements - an amendment of Accounting Research Bulletin No. 51,Consolidated Financial Statements (ARB 51). This Statement amends ARB 51 to establish new standards that will govern the (1) accounting for and reporting of non-controlling interests in partially owned consolidated subsidiaries and (2) the loss of control of subsidiaries. Non-controlling interest will be reported as part of equity in the consolidated financial statements. Losses will be allocated to the non-controlling interest, and, if control is maintained, changes in ownership interests will be treated as equity transactions. Upon a loss of control, any gain or loss on the interest sold will be recognized in
earnings. SFAS 160 is effective for annual reporting periods beginning after December 15, 2008. We are currently evaluating the requirements of SFAS 160 and the impact of adoption on the Companys consolidated financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and how derivative instruments and related hedged items affect an entitys operating results, financial position, and cash flows.



SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The Company has adopted SFAS No. 161 during the period ended June 30, 2009, which did not have a material impact on the consolidated operating results, financial position, or cash flows.



In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of the position is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the intangible asset. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company has determined that the adoption of FSP FAS 142-3 does not have any impact on the Companys consolidated financial position, results
of operations or cash flows.



- 6 -

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement shall be effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not believe that implementation of this standard will have a material impact on the consolidated financial position, results of operations or cash flows.



In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. Management has determined that the adoption of FSP EITF 03-6-1 does not have an impact on the Financial Statements.



In November 2008 the FASB ratified EITF Issue No. 08-7, Accounting for Defensive Intangible Assets. EITF 08-7 applies to defensive intangible assets, which are acquired intangible assets that the acquirer does not intend to actively use, but intends to hold to prevent the Companys competitors from obtaining access to them. As these assets are separately identifiable, EITF 08-7 requires an acquiring entity to account for defensive intangible assets as a separate unit of accounting which should be amortized to expense over the period the intangible asset will directly or indirectly affect the entitys cash flows. Defensive intangible assets must be recognized at fair value in accordance with SFAS 141R and SFAS 157. EITF 08-7 is effective for financial statements issued for fiscal years beginning after December 15, 2008. We
are currently evaluating the requirements of EITF 08-7 and the impact, if any, on the Companys consolidated financial statements.



In April 2009 the FASB issued three related Staff Positions: (i) FSP No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly, or FSP 157-4, (ii) FSP 115-2 and FSP No. 124-2,  Recognition and Presentation of Other-Than-Temporary Impairments, or FSP 115-2 and FSP 124-2, and (iii) FSP 107-1 and APB No. 28-1, Interim Disclosures about Fair Value of Financial Instruments, or FSP 107 and APB 28-1, which are effective for interim and annual periods ending after June 15, 2009. FSP 157-4 provides guidance on how to determine the fair value of assets and liabilities under
SFAS 157 in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If we were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to  normal market activities, quoted market values may not be representative of fair value and we may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate. FSP 115-2 and FSP 124-2 modify the requirements for recognizing other-than-temporarily impaired debt securities and revise the existing impairment model for such securities, by modifying the current intent and ability indicator in determining whether a debt security is other-than-temporarily impaired. FSP 107 and APB 28-1 enhance the disclosure of instruments under the scope of SFAS 157 for both interim and annual periods. We do not expect the adoption of these FSPs to have a material
impact on the Companys consolidated financial statements.



In May 2009 the FASB issued SFAS No. 165, Subsequent Events. SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether the date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective in the first interim period ending after June 15, 2009. We expect SFAS 165 will have an impact on disclosures in the Companys consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, terms and value of the any subsequent events occurring after adoption.



In June 2009 the FASB issued SFAS No. 167, Amendments to FASB Interpretation No.46(R) that will change how we determine when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. Under SFAS No. 167, determining whether a Company is required to consolidate an entity will be based on, among other things, an entitys purpose and design and a Companys ability to direct the activities of the entity that most significantly impact the entitys economic performance. SFAS 167 is effective for financial statements after January 1, 2010. We are currently evaluating the requirements of SFAS 167 and the impact of adoption on the Companys consolidated financial statements.



- 7 -

In June 2009 the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting. SFAS 168 represents the last numbered standard to be issued by FASB under the old (pre-Codification) numbering system, and amends the GAAP hierarchy established under SFAS 162. On July 1, 2009 the FASB launched FASBs new Codification entitled The FASB Accounting Standards Codification, or FASB ASC. The Codification will supersede all existing non-SEC accounting and reporting standards. SFAS 168 is effective in the first interim and annual periods ending after September 15, 2009. This pronouncement will have no effect on the Companys consolidated financial statements upon
adoption other than current references to GAAP which will be replaced with references to the applicable codification paragraphs.




Item 3.
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Xtra-Gold is a smaller reporting Company, as defined by Rule 12b-2 of the Exchange Act and, as such, is not required to provide the information required under this item.




Item 4T.
        CONTROLS AND PROCEDURES




(a)
        Disclosure Controls and Procedures



Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SECs rules and forms and is accumulated and communicated to Xtra-Golds management, including the Companys Principal Executive Officer, who also serves as the Companys Principal Financial Officer in order to allow timely decisions in connection with required disclosure. The Companys Principal Executive Officer is not a financial or accounting professional, and the Company lacks any accounting staff who are sufficiently trained in the application of U.S. generally accepted accounting principles. Until such time as the Company hires a chief financial officer or similarly titled person with the requisite experience in the application of
U.S. GAAP, there is a likelihood that the Company may experience material weaknesses in the Companys disclosure controls that may result in errors in the Companys financial statements in future periods.




(b)
        Evaluation of Disclosure Controls and Procedures



Xtra-Golds management does not expect that the Companys disclosure controls and procedures or the Companys internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.



Management has evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of the period covered by this quarterly report. Based on such evaluation, management has concluded that the Companys disclosure controls and procedures are not effective to ensure that information required to be disclosed in the reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported, as and when required.




(c)
        Changes in Internal Controls



During the quarter of the fiscal year covered by this Report, there were no changes in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



- 8 -

PART II  OTHER INFORMATION



Item 1.
        LEGAL PROCEEDINGS



The Company is party to a lawsuit for the sum of $121,336.66 (USD) filed in the Ghanaian courts pertaining to payment for excavation services provided by a subcontractor. No liability has been recorded in connection with the lawsuit because the Company believes the debt had previously been  discharged through the transfer of shares to the subcontractor in 2008; the Company plans to defend itself vigorously against the allegations.




Item 1A.
        RISK FACTORS



Xtra-Gold is a smaller reporting Company, as defined by Rule 12b-2 of the Exchange Act and, as such, the Company is not required to provide the information required by this item.




Item 2.
        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



There were no unregistered sales of equity securities during the quarter ended September 30, 2009.




Item 3.
        DEFAULTS UPON SENIOR SECURITIES



There has been no material default, during the period covered by this Report, in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days with respect to any indebtedness of the Company or any of the Companys significant subsidiaries exceeding 5% of the Companys total assets and its consolidated subsidiaries.




Item 4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



There has been no matter submitted to a vote of security holders during the period covered by this Report, through the solicitation of proxies or otherwise.




Item 5.
        OTHER INFORMATION



None.




Item 6.
        EXHIBITS AND REPORTS ON FORM 8-K



Exhibits



The following documents are included as exhibits to this Report. Exhibits incorporated by reference are so indicated.




Exhibit No.
        Description of Document31.1
        Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer31.2
        Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer32.1
        Section 1350 Certification of Principal Executive Officer32.2
        Section 1350 Certification of Principal Financial Officer



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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, thereunto duly authorized.




Date:November 12, 2009
        XTRA-GOLD RESOURCES CORP.(Registrant)




By
        /s/ James Werth LongshoreJames Werth LongshorePrincipal Executive Officer andPrincipal Financial Officer

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