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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**Form 20-F/A**

**Amendment No.3**

(Mark One)

| [** **] | **REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------------|----------------------------------------------------------------------------------------------------|

OR

| [**✓**] | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|----------------|------------------------------------------------------------------------------------------|

For the fiscal year ended **December 31, 2022**

OR

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

OR

| [  ] | **SHELL COMPANY 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: **333-183376**

(Exact name of Registrant as specified in its charter)

**not applicable**

(Translation of Registrant's name into English)

**British Virgin Islands**

(Jurisdiction of incorporation or organization)

**Monte Carlo #7****, Paradise Island****, Nassau, Bahamas**

(Address of principal executive offices)

**James Longshore, 416-628-2881 (telephone),****Shirley Street Plaza, Suite 2150, PO Box AP 59217**

**Nassau, Bahamas**

**** (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

| Title of each class | Name of each exchange on which registered |
|---------------------|-------------------------------------------|
| **None**            | **Not applicable**                        |

Securities registered or to be registered pursuant to Section 12(g) of the Act.

**None**

(Title of Class)

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

**Common shares**

(Title of Class)

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.

| Title of each class | Outstanding at December 31, 2022 |
|---------------------|----------------------------------|
| **Common shares**   | **46,446,917**                   |

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ] Yes [**✓**] No 

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 Section 15(d) of the Act.

[  ] Yes [**✓**] No 

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 90 days.

[**✓**] Yes [  ] 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 [  ] No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer:  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (Check one):

| Large accelerated filer | [  ] | Accelerated filer | [  ] | Non-accelerated filer | [**✓**] |
|-------------------------|-----------|-------------------|-----------|-----------------------|----------------|

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

| U.S. GAAP | [**✓**] | International Financial Reporting as issued by the International Accounting Standards Board | [  ] | Other | [  ] |
|-----------|----------------|---------------------------------------------------------------------------------------------|-----------|-------|-----------|

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

[  ] Item 17 [  ] Item 18

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 

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**Item 19 ****Exhibits**

The following exhibits are included in this annual report on Form 20-F:

| **Exhibit Number** | **Description**                                                                    |
|--------------------|------------------------------------------------------------------------------------|
| 99.2               | Management’s Discussion and Analysis for the year ended December 31, 2022(2) |

(1) Previously filed with the Securities and Exchange Commission as an exhibit to the Form 20-F filed April 3, 2013.

(2) Filed as an exhibit to this annual report on Form 20-F.

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**SIGNATURES**

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

|   | **XTRA-GOLD RESOURCES CORP.** |
|--------|-------------------------------|
|   |                          |   |
|   |                          |   |
|   | By                            | /s/  James Longshore |
|   |                          | **** |
|   |                          | **James Longshore** |
|   |                          |   |
|   |                          | President and Chief Executive Officer |

Date:    October 4, 2023

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