UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



|S | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------
|  |                                                                                  
|  | For the quarterly period ended August 31, 2012                                   







|£ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------
|  |                                                                
|  | For the transition period from  to                             





Commission File No. 00-52720



FOCUS GOLD CORPORATION

(Exact Name of Small Business Issuer as
Specified in Its Charter)



|                                                                       |                                             
|---------------------------------------------------------------------- | --------------------------------------------
|Nevada                                                                 | 26-4205169                                  
|(State or Other Jurisdiction of
        Incorporation or Organization) | (I.R.S. Employer
        Identification No.)



|                                                        |                            
|------------------------------------------------------- | ---------------------------
|4695 MacArthur Court, STE 1430, Newport Beach, CA 92660 | (647) 348-4300             
|(Address of Principal Executive Offices)                | (Issuer’s Telephone Number)



(Former Name or former address, if changed
since last report.)



Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

YesxNo £



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). YesxNo £



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 filer |  | £ |  | Accelerated filer         |  | £
|----------------------- |  | - |  | ------------------------- |  | -
|                        |  |   | 
|Non-accelerated filer   |  | £ |  | Smaller reporting company |  | S



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



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:



Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. Yes £    
No £



The number of shares outstanding of the Issuer’s Common
Stock as of October 10, 2012 was 123,850,249.






















PART I - FINANCIAL INFORMATION





Item 1. Financial Statements.



In the opinion of management, the accompanying
unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the full year.





|Balance Sheets                | 3
|----------------------------- | -
|                              |  
|Statements of Operations      | 4
|                              |  
|Statements of Cash Flows      | 5
|                              |  
|Notes to Financial Statements | 6





FORWARD LOOKING STATEMENTS



When used in this Report, the words “may,” “will,”
“expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar
expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
regarding events, conditions and financial trends which may affect the Company’s future plans of operations, business strategy,
operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and
uncertainties and actual results may differ materially from those included within the forward-looking statements because of various
factors.



The following discussion and analysis should be read in conjunction
with our financial statements and the notes associated with them contained elsewhere in this Report. This discussion should not
be construed to imply that the results discussed in this Report will necessarily continue into the future or that any conclusion
reached in this Report will necessarily be indicative of actual operating results in the future. The discussion represents only
the best assessment of management.





2









FOCUS GOLD CORPORATION

(An Exploration Stage Company)

Condensed Consolidated Balance Sheets

(unaudited)







|ASSETS                                                                                                                                                                                             | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                   | 
|                                                                                                                                                                                                   | 
|Current Assets                                                                                                                                                                                     | 
|Cash and cash equivalents                                                                                                                                                                          | 
|Taxes and other amounts receivable                                                                                                                                                                 | 
|Prepaid expenses                                                                                                                                                                                   | 
|Total Current Assets                                                                                                                                                                               | 
|                                                                                                                                                                                                   | 
|Equipment                                                                                                                                                                                          | 
|Mineral property rights                                                                                                                                                                            | 
|Other long term assets                                                                                                                                                                             | 
|Total Assets                                                                                                                                                                                       | 
|                                                                                                                                                                                                   | 
|LIABILITIES & STOCKHOLDERS' EQUITY                                                                                                                                                                 | 
|Current Liabilities                                                                                                                                                                                | 
|Accounts payable and accrued expenses                                                                                                                                                              | 
|Accounts payable and accrued expenses - related                                                                                                                                                    | 
|Notes payable, net of discounts                                                                                                                                                                    | 
|Derivative liabilities                                                                                                                                                                             | 
|Mineral option payment liability                                                                                                                                                                   | 
|Total Current Liabilities                                                                                                                                                                          | 
|                                                                                                                                                                                                   | 
|Long-Term Debt                                                                                                                                                                                     | 
|Mineral option payment liability                                                                                                                                                                   | 
|                                                                                                                                                                                                   | 
|Total Liabilities                                                                                                                                                                                  | 
|                                                                                                                                                                                                   | 
|Contingencies and Commitments                                                                                                                                                                      | 
|Stockholders' Equity                                                                                                                                                                               | 
|Preferred stock, $0.00001 par value, 100,000,000 shares authorized and none issued and outstanding as ofAugust 31, 2012and February 29, 2012                                                       | 
|Common stock, $0.00001 par value, authorized 250,000,000 shares, 123,850,249 shares issued and outstanding as of August 31, 2012, 99,025,004 shares issued and outstanding as of February 29, 2012 | 
|Additional paid-in capital                                                                                                                                                                         | 
|Accumulated other comprehensive income (loss)                                                                                                                                                      | 
|Accumulated deficit prior to exploration stage                                                                                                                                                     | 
|Accumulated deficit during exploration stage                                                                                                                                                       | 
|Treasury stock                                                                                                                                                                                     | 
|Total Focus Gold Corporation Equity                                                                                                                                                                | 
|Non-controlling Interest in Consolidated Subsidiary                                                                                                                                                | 
|Total Stockholders' Equity                                                                                                                                                                         | 
|                                                                                                                                                                                                   | 
|Total Liabilities and Stockholders' Equity                                                                                                                                                         | 





The accompanying notes are an integral part of these condensed consolidated financial statements



3











FOCUS GOLD CORPORATION



(An Exploration Stage Company)

Condensed Consolidated Statements of Operations

(unaudited)









|                                                                 |  | For the Three month period ended August 31, |             | For the  Six month period ended  August 31, |  | For the period October 1, 2010 (Entry into Exploration Stage) to August 31,
|---------------------------------------------------------------- |  | ------------------------------------------- | ----------- | ------------------------------------------- |  | ---------------------------------------------------------------------------
|                                                                 |  | 2012                                        |             | 2011                                        |  | 2012                                                                       
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Revenues                                                         |  | $                                           | –           |                                             |  | $                                                                          
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Operating Expenses                                               |  |                                             |             |                                             |  |                                                                            
|Exploration expense                                              |  |                                             | 23,102      |                                             |  |                                                                            
|Mineral property impairment                                      |  |                                             | 2,841,880   |                                             |  |                                                                            
|General & administrative expenses                                |  |                                             | 704,983     |                                             |  |                                                                            
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Total Operating Expenses                                         |  |                                             | 3,569,965   |                                             |  |                                                                            
|Other Income (Expenses)                                          |  |                                             |             |                                             |  |                                                                            
|Interest income                                                  |  |                                             | –           |                                             |  |                                                                            
|Amortization of debt discount                                    |  |                                             | (354,031    | )                                           |  |                                                                            
|Interest and financial fees                                      |  |                                             | (109,060    | )                                           |  |                                                                            
|Change in derivative liabilities                                 |  |                                             | (865,227    | )                                           |  |                                                                            
|Gain on extinguishment of debt                                   |  |                                             | 389,325     |                                             |  |                                                                            
|Loss on settlement                                               |  |                                             | (111,736    | )                                           |  |                                                                            
|Total Other Income (Expenses)                                    |  |                                             | (1,050,729  | )                                           |  |                                                                            
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Net Loss                                                         |  | $                                           | (4,620,694  | )                                           |  | $                                                                          
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Net loss attributable to non-controlling interest                |  |                                             | 218,098     |                                             |  |                                                                            
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Net Loss Attributable to Focus Gold Stockholders                 |  | $                                           | (4,402,596  | )                                           |  | $                                                                          
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Basic and Diluted Net Loss Per Share                             |  | $                                           | (0.04       | )                                           |  | $                                                                          
|                                                                 |  |                                             |             |                                             |  |                                                                            
|Weighted average number of shares outstanding, basic and diluted |  |                                             | 110,895,450 |                                             |  |                                                                            









The
accompanying notes are an integral part of these condensed consolidated financial statements





4









FOCUS GOLD CORPORATION

(An Exploration Stage Company)

Condensed Consolidated  Statements of Cash Flows

(unaudited)





|                                                                            |  |   | For the

Six month period ended

August 31, |   |  |   | For the period
October 1, 2010
(Entry into
Exploration Stage)
to August 31, |  
|--------------------------------------------------------------------------- |  | - | ------------------------------------------- | - |  | - | --------------------------------------------------------------------------- | -
|                                                                            |  |   | 2012                                        |   |  |   | 2011                                                                        |  
|Cash Flows from Operating Activities                                        |  |   |                                             |   |  |   |                                                                             |  
|Net Loss                                                                    |  | $ | (5,936,954                                  | ) |  | $ | (2,915,390                                                                  | )
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |   |                                             |   |  |   |                                                                             |  
|Depreciation expense                                                        |  |   | –                                           |   |  |   | 889                                                                         |  
|Amortization of debt discount                                               |  |   | 787,730                                     |   |  |   | 53,586                                                                      |  
|Non-cash interest and financial fees                                        |  |   | 1,330,962                                   |   |  |   | –                                                                           |  
|Change in derivative liabilities                                            |  |   | (226,804                                    | ) |  |   | –                                                                           |  
|Gain on settlement of debt                                                  |  |   | (389,325                                    | ) |  |   | –                                                                           |  
|Loss on settlement                                                          |  |   | 111,736                                     |   |  |   |                                                                             |  
|Stock based compensation                                                    |  |   | –                                           |   |  |   | 906,100                                                                     |  
|Mineral property impairment                                                 |  |   | 2,841,880                                   |   |  |   | –                                                                           |  
|Common stock issued for services                                            |  |   | 13,926                                      |   |  |   | –                                                                           |  
|Change in operating assets and liabilities:                                 |  |   |                                             |   |  |   |                                                                             |  
|Decrease/ (Increase) in taxes and other amounts receivable                  |  |   | 20,439                                      |   |  |   | (153,729                                                                    | )
|Decrease in prepaid expenses                                                |  |   | 543,928                                     |   |  |   | 148,392                                                                     |  
|Increase in accounts payable and accrued expenses                           |  |   | 236,540                                     |   |  |   | 311,921                                                                     |  
|Increase in accounts payable and accrued expenses - related                 |  |   | 272,255                                     |   |  |   | (17,888                                                                     | )
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Net Cash Used in Operating Activities                                       |  |   | (393,687                                    | ) |  |   | (1,666,119                                                                  | )
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Cash Flows Used by Investing Activities                                     |  |   |                                             |   |  |   |                                                                             |  
|Pre-acquisition loans to subsidiary                                         |  |   | –                                           |   |  |   | (350,000                                                                    | )
|Purchase of equipment                                                       |  |   | –                                           |   |  |   | (1,245                                                                      | )
|Cash acquired in acquisition                                                |  |   | –                                           |   |  |   | –                                                                           |  
|Mineral option payment liability                                            |  |   | (200,000                                    | ) |  |   | (200,000                                                                    | )
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Net Cash Used in  Investing Activities                                      |  |   | (200,000                                    | ) |  |   | (551,245                                                                    | )
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Cash Flows Provided by Financing Activities                                 |  |   |                                             |   |  |   |                                                                             |  
|Proceeds from the sale of common stock                                      |  |   | –                                           |   |  |   | 1,697,720                                                                   |  
|Proceeds from notes payable                                                 |  |   | 506,531                                     |   |  |   | 200,000                                                                     |  
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Net Cash Provided by Financing Activities                                   |  |   | 506,531                                     |   |  |   | 1,897,720                                                                   |  
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Net Increase (Decrease) in Cash                                             |  | $ | (87,156                                     | ) |  | $ | (319,644                                                                    | )
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Foreign currency translation adjustment                                     |  |   | 4,795                                       |   |  |   | (2,342                                                                      | )
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Cash and Cash Equivalents at Beginning of Period                            |  | $ | 85,436                                      |   |  | $ | 329,746                                                                     |  
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Cash and Cash Equivalents at End of Period                                  |  | $ | 3,075                                       |   |  | $ | 7,760                                                                       |  
|                                                                            |  |   |                                             |   |  |   |                                                                             |  
|Cash paid for                                                               |  |   |                                             |   |  |   |                                                                             |  
|Interest                                                                    |  | $ | –                                           |   |  | $ | –                                                                           |  
|Income Taxes                                                                |  | $ | –                                           |   |  | $ | –                                                                           |  





The
accompanying notes are an integral part of these condensed consolidated financial statements





5









FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011









1. Organization and Description of Business



Focus Gold Corporation (the "Company") was incorporated
on December 23, 2005 under the laws of the state of Nevada under the name Real Estate Referral Center Inc. On April 21, 2009, the
Company changed its name to Gold Bag, Inc. and effective June 6, 2011 to Focus Gold Corporation. Since inception through April
2009, the Company’s principal business was the matching of real estate customers with realtors in Canada through its website
and word-of mouth contacts. In April 2009, the Company relocated to the United States of America and changed its business plan
to purchase gold coins, broken jewellery or other items containing precious metals. On May 22, 2009 the Company effected a forward
stock split on a 10:1 basis of its stock. In October 2010 the Company entered into an option agreement with Victoria Gold Inc.
for the right to explore and purchase mineral claims located in Ontario Canada and since that time the Company’s principal
business has been the acquisition and exploration of mineral resources. The Company is considered an exploration stage company
and its financial statements are presented in a manner similar to a development stage company as defined in FASC 915-10-05, and
interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7.



On December 31, 2010, the Company acquired 100% ownership of
Fairfields Gold S.A. de CV, a Mexican corporation involved in the exploration and expansion of its mineral properties. On October
25, 2011, the Company completed on the acquisition of 98.65% ownership of Metallum Resources Plc., an England &Wales corporation
which is also involved in the exploration and expansion of its mineral properties. The Company has not presently determined whether
its properties contain mineral reserves that are economically recoverable.



All significant intercompany accounts and transactions are eliminated
in consolidation.



2. Significant accounting policies



This summary of significant accounting
policies of the Company is presented to assist in understanding the Company’s financial statements.This condensed
summary should be read in conjunction with the disclosure of accounting policies in the Company’s audited financial statements
for the year ended February 29, 2012



| | (a) | Mineral Properties, Leases and Exploration and Development Costs
| | --- | ----------------------------------------------------------------



The Company accounts for mineral
properties in accordance with ASC 930: Extractive Activities-Mining. Costs of acquiring mineral properties and
leases are capitalized by project area upon purchase of the associated claims(see Note 4). Mineral
properties are periodically assessed for impairment of value and any diminution in value.



The Company accounts for mineral exploration
and development costs in accordance with ASC 932: Extractive Activities. All exploration expenditures
are expensed as incurred, previously capitalized costs are expensed in the period the property is abandoned.
Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity
of operating mines, are capitalized and amortized on units of production basis over proven and probable reserves.

Any option payments received by the Company from third parties or tax credits refunded to the Company are credited to the capitalized
cost of the mineral property or to exploration costs as applicable. If payments received exceed the capitalized cost of the mineral
property or the exploration costs incurred, the excess is recognized as income in the year received.



The amounts shown for mineral properties do not necessarily
represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves,
the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds
from the disposition thereof.



6















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011









| | (b) | Derivative instruments
| | --- | ----------------------



Derivative instruments consist of common stock warrants and
certain instruments embedded in certain notes payable and related agreements. These financial instruments are recorded in the balance
sheets at fair value as liabilities. Changes in fair value are recognized in earnings in the period of change.





| | (c) | Impairment of long-lived assets
| | --- | -------------------------------



The Company reviews and evaluates its long-lived assets for
impairment at each balance sheet date and documents such impairment testing. The tests include an evaluation of the assets and
events or changes in circumstances that would indicate that the related carrying amounts may not be recoverable. Mineral properties
in the exploration stage are monitored for impairment based on factors such as the Company's continued right to explore the area,
exploration reports, assays, technical reports, drill results and the Company's continued plans to fund exploration programs on
the property, whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried
forward as an asset will not be fully recovered, even though a viable mine has been discovered.



The tests for long-lived assets in the exploration, development
or producing stage that would have a value beyond proven and probable reserves would be monitored for impairment based on factors
such as current market value of the mineral property and results of exploration, future asset utilization, business climate, mineral
prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows
expected to be generated by the asset, including evaluating its reserves beyond proven and probable amounts.



The Company's policy is to record an impairment loss in the
period when it is determined that the carrying amount of the asset may not be recoverable either by impairment or by abandonment
of the property. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds its fair value.
While the Company incurred losses from operations, these losses have not been in excess of planned expenditures on the specific
mineral properties in order to ultimately realize their value.



During the three months ended August 31, 2012, the Company
recorded an impairment charge on its Metallum properties. See Note 4.



| | (d) | Stock-based compensation
| | --- | ------------------------



The
Company accounts for stock based compensation to employees as required by ASC 718: Compensation-Stock
Compensationand stock based compensation to nonemployees as required by ASC 505-50: Equity-Based
Payments to Non-Employees.  Options and warrants are valued using the Black-Scholes pricing model. The offset
to the recorded stock based compensation cost is to additional paid-in capital. Consideration received on the exercise of stock
options is recorded as share capital and additional paid-in capital and the related additional paid-in capital is transferred to
share capital.



| | (e) | Warrants
| | --- | --------



The Company accounts for warrants issued in conjunction with
stock issuances under private placement using the fair value method. Under this method, the value of warrants issued is measured
at fair value at the grant date using the Black-Scholes valuation model and recorded as share capital and additional paid-in capital.



The Company recognized the value
of detachable warrants issued in conjunction with issuance of the convertible debenture using the Black-Scholes pricing model.
The Company recorded the relative fair value of the warrant as an increase to additional paid-in capital and discount against the
related debt. The discount attributed to the value of the warrants is being amortized over the term of the underlying debt instrument.



| | (f) | Recent accounting pronouncements
| | --- | --------------------------------





7



















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011









In May 2011, the FASB issued Accounting Standards Update No.
2011-04 (ASU No. 2011-04) “Fair Value Measurement” (Topic 820): Amendments to Achieve Common Fair Value Measurement
and Disclosure Requirements in U.S. GAAP and IFRSs. As a result of the new guidance, U.S. GAAP and the IFRSs have the same definition
and meaning of fair value and the same substantive disclosure requirements about fair value measurements (with minor differences
in wording and style). ASU No. 2011-04 amends Topic 820 in two ways. Specifically, some of the amendments clarify how to apply
the existing fair value measurement and disclosure requirements, while some of the amendments change a particular principle or
requirement for measuring fair value or disclosing information about fair value measurements. ASU No. 2011-04 and IFRS 13 do not
extend the use of fair value accounting, but rather provide guidance on how it should be applied where its use is already required
or permitted by other standards within U.S. GAAP or the IFRS. ASU No. 2011-04 supersedes much of the guidance in ASC Topic 820,
but also clarifies existing guidance and changes certain wording in order to align ASC Topic 820 with IFRS 13. IFRS 13 provides,
for the first time, a precise definition of fair value and a single source of fair value measurement requirements, disclosure requirements,
and related guidance for use across the IFRSs. The Company’s adoption of this policy did not have a material effect on the
Company’s consolidated financial statements.



In June 2011, the FASB issued Accounting Standards Update No
2011-05 (ASU No 2011-05), “Comprehensive Income (Topic 220): Presentation of Comprehensive
Income”. ASU 2011-05 eliminates the option that permits the presentation of other comprehensive income in the statement
of changes in equity and requires presenting components of net income and comprehensive income in either a one-statement approach
with totals for both net income and comprehensive income, or a two-statement approach where a statement presenting the components
of net income and total net income must be immediately followed by a financial statement that presents the components of other
comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The guidance provided in ASU
No. 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should
be applied retrospectively. The adoption of this ASU did not have a material impact on our consolidated financial statements.



In September 2011, the FASB issued ASU No. 2011-08, which updates
the guidance in ASC Topic 350,“Intangibles – Goodwill & Other” (ASU-2011-08).
The amendments in ASU 2011-08 permit an entity to first assess qualitative factors to determine whether it is more likely than
not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary
to perform the two-step goodwill impairment test described in ASC Topic 350. The more-likely-than-not threshold is defined as having
a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines that it
is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step
impairment test is unnecessary. The amendments in ASU 2011-08 include examples of events and circumstances that an entity should
consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount,
however the examples are not intended to be all-inclusive and an entity my identify other relevant events and circumstances to
consider in making the determination. The examples in this ASU 2011-08 supersede the previous examples under ASC Topic 350 of events
and circumstances an entity should consider in determining whether it should test for impairment between annual tests, and also
supersede the examples of events and circumstances that an entity having a reporting unit with a zero or negative should consider
in determining whether to perform the second step of the impairment test. Under the amendments in ASU 2011-08, an entity is no
longer permitted to carry forward its detailed calculation of a reporting unit's fair value from a prior year as previously permitted
under ASC Topic 350. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning
after December 15, 2011. The adoption of ASU 2011-08 did not expected to have a material impact on the Company's financial position
or results of operations.



In December 2011, the FASB issued ASU No. 2011- 12, “Comprehensive
Income – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated
Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). ASU 2011-12 defers changes
in Update 2011-05 that relate to the presentation of reclassification adjustments. ASU 2011-12 is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2011 (November 30, 2012 for the Company). The adoption of ASU
2011-12 did not have a material impact on our results of operations, financial condition, or cash flows.





8

















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations





| | (g) | Going concern
| | --- | -------------





The Company's financial
statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in
the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities in the normal course of business. The Company incurred a netloss of $5,717,835
duringthe six month period ended August 31, 2012, and has an accumulated deficitof
$12,271,981since entry into the exploration stage. Additionally, the Company is in default of
various notes aggregating $895,408. The Company changed its principal business to the development and exploitation of
mineral properties in October 2010, but has not yet established an ongoing source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease development of operations.



In order to continue as a going concern, develop a reliable
source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital
resources. Management’s plans to continue as a going concern include raising additional capital through sales of common stock
and or a debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing
any of its plans.



The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other
sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.



| | (h) | Fair value measurements.
| | --- | ------------------------



The FASB’s Accounting Standards Codification defines fair
value as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between
market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following
three categories:



Level 1 – Quoted prices
for identical instruments in active markets.



Level 2 – Quoted prices
for similar instruments in active or inactive markets and valuations derived from models where all significant inputs are observable
in active markets.



Level 3 – Valuations
derived from valuation techniques in which one or more significant inputs are unobservable in any market.



Given the conditions surrounding
the trading of the Company’s equity securities, the Company values its derivative instruments related to embedded conversion
features and warrants from the issuance of convertible debentures in accordance with the Level 3 guidelines. For the six month
period ended August 31, 2012, the following table reconciles the beginning and ending balances for financial instruments that are
recognized at fair value in these condensed consolidated financial statements.The fair value of warrants and embedded conversion
features that have exercise reset features are estimated using an adjusted Black-Scholes model based on the Company’s estimation
of the likelihood of the occurrence of a reset.







9

















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011









|                             |  | Balance at February 29, 2012 |   | New Issuances |  | Changes in Fair Values |           | Balance at  August 31, 2012
|---------------------------- |  | ---------------------------- | - | ------------- |  | ---------------------- | --------- | ---------------------------
|Level 3 –                    |  |                              |   |               |  |                        |           |                            
|Derivative liabilities from: |  |                              |   |               |  |                        |           |                            
|Conversion features          |  | $                            | – |               |  | $                      | 1,325,021 |                            
|Warrants                     |  |                              | – |               |  |                        | 418,531   |                            
|                             |  | $                            | – |               |  | $                      | 1,743,552 |                            





Changes in the unobservable input values would likely cause
material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used
in the fair value measurement is the estimation of the likelihood of the occurrence of a change to the contractual terms of the
financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.



| | (i) | Reclassification of Certain Securities under FASB ASC 815-40
| | --- | ------------------------------------------------------------



If the Company were required to settle its outstanding warrants
and convertible debt as of August 31, 2012, the Company would be required to issue 182,035,039 common shares (103,093,891 for the
settlement of warrants and 78,941,148 for the settlement of outstanding convertible debt). The Company determined that the settlement
of these outstanding financial instruments would exceed its authorized shares by 55,885,288 common shares. Pursuant toFASB ASC
815-40, Accounting for Contracts in Entity’s Own Equity, the Company would be required to reclassify these contracts from
equity to liabilities. As permitted by EITF 00-19, the Company’s policy with regard to settling outstanding financial instruments
is to settle those with the earliest maturity date first which essentially sets the order of preference for settling the financial
instruments. As a result of the Company’s policy of settlement the Company determined that the changes in fair value for
financial instruments initially recorded in equity were not required to be reclassified in the quarter ended August 31, 2012.



| | 3. | Disposition of Interest in Subsidiary
| | -- | -------------------------------------



On August 24, 2012, the Company settled the amount of $70,629
of amounts payable in exchange for 280,000 common shares of the Company’s subsidiary Celtic. The Company recognized a gain of $44,041
on this transaction. The 280,000 shares of common stock transferred in this settlement represent 1.06% of the issued and outstanding
shares of common stock of Celtic.



Effective July 1, 2012, the Company settled the amount of $47,303
of amounts payable in exchange for 440,000 common shares of the Company’s subsidiary Celtic and in consideration of the surrender
of 3,400,000 shares of the Company’s common stock with a fair value of $129,200, 1,360,000 shares of Celtic owned by the
Company. The Company recognized a loss of $111,736 on the disposition of the 1,800,000 common shares of Celtic’s common stock
transferred by the Company in this transaction. The 1,800,000 shares of common stock transferred in this settlement represent 6.79%
of the issued and outstanding shares of common stock of Celtic.



As at August 31, 2012, the Company has a 92.16% interest in
Celtic.



| | 4. | Mineral property rights
| | -- | -----------------------





The continuity of expenditures on mineral property acquisitions
is as follows:





10



















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011









|                         |  |                   |            |           |  |                           |   |                
|------------------------ |  | ----------------- | ---------- | --------- |  | ------------------------- | - | ---------------
|Mineral property         |  | February 29, 2012 |            | Additions |  | Disposals and Impairments |   | August 31, 2012
|Canada                   |  |                   |            |           |  |                           |   |                
|Watabeag, Russell Creek, |  | $                 | 50,000     |           |  | $                         | – |                
|Mexico                   |  |                   |            |           |  |                           |   |                
|Huicicila                |  |                   | 6,086,002  |           |  |                           | – |                
|United Kingdom & Ireland |  |                   |            |           |  |                           |   |                
|Metallum Claims          |  |                   | 6,142,038  |           |  |                           | – |                
|                         |  | $                 | 12,278,040 |           |  | $                         | – |                





There are no proven reserves on any of the claims or leases
which the Company has under option or has an ownership interest in. The Company has interests in the following properties:



| | (a) | Huicicila Claims - Mexico
| | --- | -------------------------



On November 10, 2010, the Company signed a definitive agreement
to acquire Fairfields Gold S.A. de CV. Fairfields owns an option to acquire 100% of the Huicicila gold claims in Nayarit Mexico
(see Note 7(b)). The Huicicila claims contain a high grade gold-silver mesothermal vein.  The property is located 25
kilometers southeast of Tepic and 10 kilometers northwest of Compostela in the State of Nayarit. The Project is covered by
five mining claims with a surface of 1012 hectares.



Since the acquisition at December 31, 2010, the Company through
its subsidiary Fairfields has conducted an exploration program to determine the extent of prior workings and mineralization on
the property.



| | (b) | Watabeag & Russell Creek Claims – Ontario, Canada
| | --- | -------------------------------------------------



On October 1, 2010 the Company and Victoria Gold Corp. entered
into an option agreement (see Note 7(a)) covering 16 gold mining claims in the Province of Ontario.  Under the option agreement,
the Company has the right to acquire Victoria Gold Corp.’s ownership interest in eight (8) mining claims located in Currie
Township, Timmins Mining District, Ontario known as the Watabeag property and eight (8) mining claims located in Bowman Township,
Timmins Mining District, Ontario known as the Russell Creek property.



The Watabeag property comprises a total of 131 hectares and
is located approximately 60km east of Timmins, Ontario. Exploration on the property began in 1973 with additional drilling in the
80’s. Four overburden holes were drilled in 1980 to follow up anomalous gold values. An additional 11 overburden holes were
completed in 1981 to define two anomalies with well defined head and tail features. The initial drill hole intersected mixed dacite
and feldspar with a brecciated and altered zone assaying 8.9g/t Au across a 0.9m interval.



The Russell Creek property is a total of 128 hectares and is
located approximately 70 kilometers east of Timmins.  Minor exploration for gold commenced in 1980 when Asarco (Cook Joint
Venture) completed ground magnetic and EM surveys in the area of two weak airborne EM conductors. The surveys defined a north west
trending fault structure along Russell Creek.



As at August 31, 2012, the Company had not commenced exploration
activities on these properties.





11

















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







| | (c) | San Nicholas & Santa Fe - Mexico
| | --- | --------------------------------



On February 11, 2011, the Company,
through its wholly-owned subsidiary Fairfields entered into an agreement, with the owner of the Santa Fe and San Nicholas mineral
claims to acquire an 80% interest in such claims for no cost. The Santa Fe property strategically extends the Company's historic
Miravalles Vein. The San Nicolas property includes the caldera border that lies adjacent to the Huicicila property. The properties
have a collective surface area of 220 hectares and are being evaluated with the work programs undertaken for theHuicicila
Claims.



| | (d) | Focus 1 to 3 - Mexico
| | --- | ---------------------



During the year ended February 28,
2011, the Company, through its wholly-owned subsidiary Fairfields, staked and applied for additional mineral claims for property
contiguous with itsHuicicila and San Nicholas and Santa Fe Claims. These claims are pending. The properties have a surface
area of 18,289.05 hectares for the Focus 1 claims, 10,850 hectares for the Focus 2 claims and 2,367.78 hectares for the Focus 3
claims. The Company has conducted limited geological work on these claims.



| | (e) | Metallum properties - United Kingdom and Ireland
| | --- | ------------------------------------------------



Includes thirty one exploration licenses in Northern Ireland,
Scotland and Ireland covering in excess of 388,000 hectares owned by Metallum, the Company’s 90.80% owned subsidiary. The
licenses cover areas of known mineral occurrences and geochemical anomalies in terrain that is geologically prospective for a number
of deposit types for a variety of metals. The main emphasis will be on advancing gold and gold-copper targets though there is also
the potential for poly-metallic massive sulphides. The Company’s extensive review of data on the Metallum licenses has identified
3 priority areas that will be the focus of initial exploration: Fore Burn, Scotland (gold-copper) (expired); Sperrins, N. Ireland
(gold) (gold and silver licenses, expired) and Clogher Valley, Ireland and N. Ireland (base metals).



During the quarter ended August 31, 2012, certain of the licenses
held by Metallum had expired and management has determined that there is a material doubt about the renewal or re-acquisition of
such licenses and were
written down to their fair value of $3,300,159, resulting in an impairment charge of $2,841,879 which was included in operations
for the period.





12

















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







| | 5. | Notes payable
| | -- | -------------



In
July 2011, the Company entered into a Demand Promissory Note (the “Note”) with a private investor as the
lender with the principal amount of $200,000. The Note is payable on demand by the lender after August 30, 2011 and accrues
interest at the rate of 2% per month calculated and compounded monthly until maturity. A commitment, arrangement and
placement fee of $59,000 is payable at maturity. The commitment, arrangement and placement fee of $59,000 was initially
recorded as a discount to the Note. The Note has a provision that if not repaid upon demand within 3 days, the lender may
elect to receive as full repayment for the loan in restricted common stock of the Company at the rate of five times the
principal divided by the 10 day average closing price of the Company’s common stock prior to the date of demand.
On March 1, 2012, the Company finalized a settlement agreement with the lender for an amount of $400,000 as full and complete
satisfaction of principal, interest, commitment arrangement, placement fees and any other right of the lender under the Note.
On March 29, 2012, the Company reached a settlement agreement on its Note, to settle the amount owing at $400,000. The Note
was further amended to remove any provisions that allowed for payment of the loan through penalty shares which was replaced
with a convertible feature. Under the amendments the Note now bears interest, at the election of the holder at 1%, per
month compounded monthly, matures October 1, 2012, and is convertible at any time into shares of the Company’s common
stock, at the holder’s option, at a conversion price, equal to 80% of the average of the three lowest trade prices for
the Company’s common stock during the 20 trading days prior to the conversion. The holder has agreed to restrict their
ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in
the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding
shares of the Company’s common stock. No interest or principal payments are required until the maturity date. Principal
and interest may be prepaid prior to maturity. The number of shares reserved for issue under the Note is 6,000,000 shares of
the Company’s common stock. The Company determined that the resulting modifications of the Note was not substantial in
accordance with ASC 470-50, “Modifications and Extinguishments”, thus modification accounting was applied. The
Note has been determined to have a derivative liability related to its conversion feature with a fair value of $457,552 at
March 29, 2012. The fair value of the derivative liability was determined using the Black-Scholes option pricing model with
the following assumptions: expected life of 0.51 years; volatility of 91.7%; no dividend yield; and a risk free interest rate
of 0.14%. The fair value of the derivative liability was recorded as a discount to the debt of $400,000 and $57,552 of
interest and financing fees. The discount is being amortized to amortization of debt discount over the term of the Note. The
unamortized discount at August 31, 2012 was $30,691. At August 31, 2012, the fair value of the derivative liability on the
remaining principal of $93,592 was determined to be $130,408. The fair value of the derivative liability at August 31, 2012
was determined using the Black-Scholes option pricing model with the following assumptions: expected life of 0.09
years; volatility of 91.95%; no dividend yield; and a risk free interest rate of 0.08%. The Company tests the fair value of
this derivative liability at each reporting period and records any change in the fair value of the derivative liability to
the statement of operations. On June 13, 2012 with the Company’s failure to file its Form 10-K for the year ended
February 29, 2012, the Company entered into technical default on the Note.



In
September 2011, the Company entered into two Demand Promissory Notes (the “Notes”) in the aggregate amount of $270,000.
The Notes are due upon demand after November 14, 2011 ($200,000) and November 19, 2011 ($70,000) and immediately, upon demand,
where the Company is in default or non-compliance under the respective note or default or non-compliance with other parties customarily
including but not limited to, insolvency, bankruptcy or judgements against the Company. The Notes bear interest at the rate of
2% per month calculated and compounded monthly and a commitment arrangement and placement fee of $67,500 per month (less interest).
The Notes require that the first use of any financing provided to the Company of greater than $200,000 be first used to retire
the September 19 Note in whole or in part and greater than $305,000 in the case of the September 14 Note.On June 14 and
19, 2012 the Company entered into a Promissory Note Amending Agreement with the holders of the Notes where by the note holders
have agreed to extend the $200,000 promissory note to September 14, 2012 and the $70,000 promissory note to September 19, 2012
and to settle outstanding commitment, arrangement and placement fees of $554,825 in exchange for 4,000,000 shares of the Company’s
common stock, and eliminate any future commitment, arrangement and placement fees under these promissory notes. In the event of
non-payment by the Company a maturity, the holders of the September notes the interest rate on
the notes increases to 5% per month and the Company would be required to issue 1,100,000 and 400,000 shared of the Company’s
common stock respectively in advance for each month of non-payment of the Notes.





13



















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







On October
25, 2011, the Company issued a 6% convertible redeemable secured note (the “6% Note”) for a principal amount of $100,000.
The 6% Note is due and payable October 25, 2012 and accrues interest on the outstanding principal balance at the rate of 6% per
annum. The 6% Note is convertible at any time after April 25, 2012, into shares of the Company's common stock at a conversion price
that is equal to 70% of the lowest closing bid price of the Company’s common stock as reported on the National Quotations
Bureau Pink Sheets on which the Company’s shares are traded, for any of the five trading days including the day upon which
a Notice of Conversion is received by the Company. The Exercise price may be adjusted to a lower amount where within the three
business days after the exercise the closing bid for the Company’s common stock is 5% lower than the price set out in the
notice. At any time, the Company has the option to redeem the 6% Note and pay to the note holder 150% of the unpaid principal amount
of the 6% Note, in full. As part of the loan, the Company issued to the note holder 666,666 transferable warrants to purchase one
common share per warrant at $0.15 per share for a period of three years. The fair value of the 666,666 warrants was $96,372. The
fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected
life of 3.0 years; volatility of 126.9%; no dividend yield; and a risk free interest rate of 0.43%. The relative fair value of
the warrants was $49,076 and was recorded as a discount to the debt. The unamortized discount at August 31, 2012 was $nil. The
6% Note and accrued interest of $3,914 were fully paid by August 15, 2012 through the conversion of the 6% Note to 5,375,245 shares
of the Company’s common stock.



On February 17, 2012, Celtic entered into a convertible
debenture agreement (“Convertible Debenture”) for an amount of $300,000 (Canadian, US$303,183). The Convertible Debenture
has a term of 6 months or the earlier of Celtic’s RTO on the Toronto Stock Exchange . The Convertible Debenture is secured
against the accounts of Celtic, including its accounts, chattel paper, books and records, equipment, instruments, intangibles,
inventory, money, proceeds, securities and undertakings and is guaranteed by Celtic and its subsidiaries. The interest rate is
10% accrued daily, compound annually and paid at maturity date. The holder has the right to convert the principal amount outstanding
into the common shares of Celtic at the conversion price which is the lower of $0.20 per common share or 25% below the RTO price.
As part of the loan, the Company issued to the lender 1,000,000 common share purchase warrants with an exercise price per share
equal to the lower of $0.30 (Canadian) and the RTO price for a period of two years and 333,333 common share purchase warrants with
an exercise price per common share equal to $0.45 (Canadian) for a period of two years. The relative fair value of the 1,333,333
warrants and the debt at February 17, 2012 was determined to be $120,246 and $182,937 respectively. The fair value of each warrant
issued was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 2.33 years;
volatility of 90.7%; no dividend yield; and a risk free interest rate of 1.12%. The aggregate relative fair value of the debt and
warrant of $303,183 has been amortized to amortization of debt discount over the life of the Convertible Debenture. The Convertible
Debenture matured August 17, 2012 without payment to the note holder. The Company is in discussions with the note holder regarding
extentions or amendments to the Convertible Debenture.



On March 22, 2012 the Company issued a Convertible
Promissory Note to JMJ Financial (“JMJ”) in aggregate principal amount of $2,110,000 (the “JMJ Note”)
advanced over time. In consideration for issuing of the JMJ Note and the 2,500,000 warrants, JMJ provided the initial funding
of $275,000 (total of $356,000 through August 31, 2012). The JMJ Note bears interest at 10%, matures three years from the
date of issuance, is secured by 25% of the Company’s investment property and ownership or other equity interests the
Company holds in Focus Celtic Gold Corporation, its wholly owned subsidiary, and is convertible into shares of the
Company’s common stock, at JMJ’s option, at a conversion price, equal to 80% of the average of the three lowest
trade prices for the Company’s common stock during the 20 trading days prior to the conversion. The Note was issued
with a 10% original issue discount. The original issue discount of $39,556 is being accreted to interest and financing fees
over the remaining term of the note. JMJ has agreed to restrict their ability to convert the JMJ Note and receive shares of
common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such
conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s common stock.
No interest or principal payments are required until the maturity date. The Note may be prepaid at any time prior to Maturity
Date at 150%. The 2,500,000 warrants issued to JMJ entitle JMJ to purchase up to 2,500,000 shares of the Company’s
common stock at $0.20 per share, subject to adjustment maintain an aggregate exercise price of $500,000. The 2,500,000 common
share purchase warrants may in certain circumstances be exercised in whole or part in a cashless exercise equal to the
difference between the VWAP on the trading day immediately preceding the date on which the holder elects to exercise the
warrant and the exercise price of the warrant times the number of warrants so being exercised. The warrant exercise price
may be adjusted to a lesser amount than $0.20 where at any time while the warrant is outstanding and the Company sells or
grants an option to purchase or sell or grant any right to re-price, or issue and share of common stock or security
convertible into the Company’s common stock at an effective price less than the $0.20 exercise price, the exercise
price shall be reduced to that lesser amount. The warrant is non-transferrable. The Company has determined that the warrants
and the convertible feature of the JMJ Note are derivative liabilities with fair values of $418,531 and $804,777 respectively
at March 22, 2012. The fair value of the derivative liability was calculated using the Black-Scholes option pricing model
with the following assumptions: expected life of 3.0 years; volatility of 102.6%; no dividend yield; and a risk free interest
rate of 0.56%. The fair value of the derivative liability was recorded as a discount to the debt of $337,692 and $948,308 of
interest and financing fees. The discount is being amortized to amortization of debt discount over the term of the JMJ Note.
The unamortized discount at August 31, 2012 was $290,088. At August 31, the fair value of the derivative liability on the
warrants and conversion feature was determined to be $774,012 and $612,329 respectively. The fair value of the derivative
liability at August 31, 2012 was determined using the Black-Scholes option pricing model with the following assumptions:
expected life of 2.55 years; volatility of 89.46%; no dividend yield; and a risk free interest rate of 0.38%. The Company
tests the fair value of this derivative liability at each reporting period and records any change in the fair value of the
derivative liability to the statement of operations. On June 13, 2012 with the Company’s failure to file its Form 10-K
for the year ended February 29, 2012, the Company entered into technical default on the JMJ Note.





14

















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







On July 23, 2012 the Company issued a 6% Redeemable Convertible
Note (the “GEL Note”) to GEL Properties LLC. (“GEL”) in the amount of $100,000. The Company received net
proceeds of $ 94,485. The GEL Note is due and payable July 23, 2013 and accrues interest on the outstanding principal balance at
the rate of 6% per annum. The GEL Note is convertible at any time after January 23, 2013, into shares of the Company's common stock
at a conversion price that is equal to 70% of the lowest closing bid price of the Company’s common stock as reported on the
National Quotations Bureau Pink Sheets on which the Company’s shares are traded, for any of the five trading days including
the day upon which a notice of conversion is received by the Company. At any time, the Company has the option to redeem the GEL
Note and pay to the holder, 150% of the unpaid principal amount of the GEL Note, in full. As part of the loan, the Company issued
to the note holder 1,428,571 transferable warrants to purchase one common share per warrant at $0.07 per share for a period of
three years. The fair value of the 1,428,571 warrants was $25,738. The fair
value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life
of 3.0 years; volatility of 91.32%; no dividend yield; and a risk free interest rate of 0.34%. The relative fair value of the warrants
was $20,470 and was recorded as a discount to the debt. The unamortized discount at August 31, 2012 was $18,283.





On July 19, 2012 the Company’s subsidiary
Celtic, issued a convertible debenture (the “Debenture”) to RYM Capital Corp (“RYM”) in the amount of $50,000
Canadian dollars. The Debenture earns compound interest accruing annually at 10% per annum and is due the earlier of (i) 6 months
from the date of the Debenture; or (ii) the business day immediately preceding the closing of the reverse take over between the
Company’s subsidiary Celtic, and Pacific Orient Capital, Inc. The Debenture is secured against the accounts of Celtic, including
its accounts, chattel paper, books and records, equipment, instruments, intangibles, inventory, money, proceeds, securities and
undertakings and is guaranteed by Celtic and its subsidiaries. RYM has the right to convert the principal amount outstanding into
the common shares of Celtic at the conversion price which is the lower of $0.20 (Canadian) per common share or 25% below the RTO
price. As part of the loan, the Company issued to the lender 222,222 common share purchase warrants with an exercise price per
share equal to the lower of $0.30 (Canadian) and the RTO price for a period of two years. The fair value of the 222,222 warrants
and the debt at July 19, 2012 was determined to be $40,809 and $30,050 respectively. The fair value of each warrant issued was
calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 2.45 years; volatility
of 89.11%; no dividend yield; and a risk free interest rate of 0.31%. The relative fair value of the debt and warrants at July
19, 2012 of $50,531 was recorded as a discount to the debt. The unamortized discount at August 31, 2012 was $38,592 and is being
amortized to amortization of debt discount over the life of the Debenture.





| | 6. | Share capital
| | -- | -------------



| | (a) | Authorized capital
| | --- | ------------------



The Company is authorized to issue:



100,000,000 Preferred shares of stock, $0.00001
par value

250,000,000 Common shares of stock, $0.00001 par
value



Share issuances, returns and
cancellations during the six month periods ended August 31, 2012 and 2011:



During the six month period ended August 31, 2012,
the Company issued 20,825,245 shares of its common stock for the exercise of conversions under the Company’s convertible
securities in the amount of $499,089 and 4,000,000 of its common stock as settlement for $554,826 of accrued fees on the Company’s
September 14 and 19, 2012 promissory notes.



15



















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







During the six month period ended August 31, 2011,
the Company received and approved subscriptions for 4,410,750 units at $0.40 per unit for gross proceeds of $1,764,300 less cash
issue costs of $66,580 by way of private placement. Each unit consisted of one common share and one-half non-transferable share
purchase warrant that entitled the holder to purchase one additional common share at $0.50 per share for a period of one year.



The net proceeds of the financing of $1,679,720 was
allocated on a relative fair value basis as $1,444,653 to common shares and $235,067 to warrants. The fair value of each warrant
issued was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 to 1.25
years; volatility of 84 - 88%; no dividend yield; and a risk free interest rate of 0.18 – 0.23%. In connection with this
private placement, the Company's agents received a selling commission of $66,580 of the proceeds of the units sold and 166,450
warrants to purchase an additional share of the Company’s stock for a period of one to three years at $0.40 per share. The
fair value of the 166,450 warrants was $41,002. The fair value of each warrant issued was calculated using the Black-Scholes option
pricing model with the following assumptions: expected life of 1.0 and 3.25 years; volatility of 84% and 144% respectively; no
dividend yield; and a risk free interest rate of 0.25% and 0.71% respectively.





| | (b) | Treasury stock
| | --- | --------------



Pursuant to an agreement dated August 24, 2012 with a former
director of the Company, the Company acquired 3,400,000 shares of its common stock at an aggregate purchase price of $129,200.
The acquired 3,400,000 shares of the Company’s common stock have been recorded as treasury stock using the cost method.



| | (c) | Stock options
| | --- | -------------



The Company has an incentive share option plan (the "Plan")
that it adopted February 7, 2011, that allows it to grant incentive stock options to its officers, directors, employees and other
persons associated with the Company. The Plan is intended to advance the best interests of the Company by providing those persons
who have a substantial responsibility for its management and growth with additional incentive and by increasing their proprietary
interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the
availability and offering of stock options and common stock under the Plan supports and increases the Company's ability to attract
and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the
Company depends. The board of directors reserved 10,000,000 shares of common stock for issuance under the Plan. As of the fiscal
year end, February 29, 2011, the board of directors had granted options to purchase 6,400,000 shares of common stock at $.50 per
share to 7 persons. Through the six month period ended August 31, 2012 and 2011, no further grants of options have been made under
this plan.













|Expiry date       |  | Exercise price per share |      | Balance February 29, 2012 |  | Granted |           | Forfeited |  | Expired/ Cancelled |   | Balance August, 31 2012
|----------------- |  | ------------------------ | ---- | ------------------------- |  | ------- | --------- | --------- |  | ------------------ | - | -----------------------
|                  |  |                          |      |                           |  |         |           |           |  |                    |   |                        
|February 24, 2016 |  | $                        | 0.50 |                           |  |         | 6,400,000 |           |  |                    | – |                        
|                  |  |                          |      |                           |  |         | 6,400,000 |           |  |                    | – |                        











16

















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011









All 6,400,000 stock options granted and were exercisable at
August 31, 2012.



As the Company does not have historical experience to estimate
the expected life of options, the Company used the project development life of its Huicicila concession as its estimate. The $0.28
fair value of each stock option grant in the year ended February 28, 2011 was calculated using the Black-Scholes option pricing
model with the following weighted average assumptions: expected life of 2.5 years; volatility of 141%; no dividend yield; and a
risk free interest rate of 0.95%.  The Company recorded aggregate stock-based compensation expense of $nil ($453,050) for
options based on a twelve month service period from January 1, 2011.



| | (d) | Share purchase warrants
| | --- | -----------------------



The continuity of share purchase warrants is as follows:





|Expiry date                                |  |   | Exercise price per share |  |  |   | Balance February 29, 2012 |  |  |   | Issued    |  |  |   | Exercised |  |  |   | Expired   |  |  |   | Balance August 31 , 2012 | 
|------------------------------------------ |  | - | ------------------------ |  |  | - | ------------------------- |  |  | - | --------- |  |  | - | --------- |  |  | - | --------- |  |  | - | ------------------------ | 
|Class A                                    |  |   |                          |  |  |   |                           |  |  |   |           |  |  |   |           |  |  |   |           |  |  |   |                          | 
|March 1, 2012                              |  | $ | 0.40                     |  |  |   | 66,450                    |  |  |   | –         |  |  |   | –         |  |  |   | 66,450    |  |  |   | –                        | 
|December 19, 2012                          |  | $ | 0.15                     |  |  |   | 133,332                   |  |  |   | –         |  |  |   | –         |  |  |   | –         |  |  |   | 133,332                  | 
|June 12, 2014                              |  | $ | 0.40                     |  |  |   | 100,000                   |  |  |   | –         |  |  |   | –         |  |  |   | –         |  |  |   | 100,000                  | 
|October 14, 2016                           |  | $ | 0.50                     |  |  |   | 150,000                   |  |  |   | –         |  |  |   | –         |  |  |   | –         |  |  |   | 150,000                  | 
|                                           |  |   |                          |  |  |   |                           |  |  |   |           |  |  |   |           |  |  |   |           |  |  |   |                          | 
|Class B                                    |  |   |                          |  |  |   |                           |  |  |   |           |  |  |   |           |  |  |   |           |  |  |   |                          | 
|April 24, 2012                             |  | $ | 0.50                     |  |  |   | 118,419                   |  |  |   | –         |  |  |   | –         |  |  |   | 118,419   |  |  |   | –                        | 
|April 24, 2012                             |  | $ | 0.50                     |  |  |   | 1,446,625                 |  |  |   | –         |  |  |   | –         |  |  |   | 1,446,625 |  |  |   | –                        | 
|May 24, 2012                               |  | $ | 0.50                     |  |  |   | 76,250                    |  |  |   | –         |  |  |   | –         |  |  |   | 76,250    |  |  |   | –                        | 
|July 20, 2012                              |  | $ | 0.50                     |  |  |   | 682,500                   |  |  |   | –         |  |  |   | –         |  |  |   | 682,500   |  |  |   | –                        | 
|December 15, 2013                          |  | $ | 0.25                     |  |  |   | 666,667                   |  |  |   | –         |  |  |   | –         |  |  |   | –         |  |  |   | 666,667                  | 
|                                           |  |   |                          |  |  |   |                           |  |  |   |           |  |  |   |           |  |  |   |           |  |  |   |                          | 
|Promissory Note Warrants                   |  |   |                          |  |  |   |                           |  |  |   |           |  |  |   |           |  |  |   |           |  |  |   |                          | 
|October 25, 2014                           |  | $ | 0.15                     |  |  |   | 666,666                   |  |  |   | –         |  |  |   | –         |  |  |   | –         |  |  |   | 666,666                  | 
|March 22, 2015                             |  | $ | 0.20                     |  |  |   | –                         |  |  |   | 2,500,000 |  |  |   | –         |  |  |   | –         |  |  |   | 2,500,000                | 
|July 23, 2015                              |  | $ | 0.07                     |  |  |   | –                         |  |  |   | 1,428,571 |  |  |   | –         |  |  |   | –         |  |  |   | 1,428,571                | 
|Total Warrants Outstanding                 |  |   |                          |  |  |   | 4,106,909                 |  |  |   | 3,928,571 |  |  |   | –         |  |  |   | 2,390,244 |  |  |   | 5,645,236                | 
|                                           |  |   |                          |  |  |   |                           |  |  |   |           |  |  |   |           |  |  |   |           |  |  |   |                          | 
|Weighted average exercise price            |  |   |                          |  |  | $ | 0.39                      |  |  | $ | 0.18      |  |  | $ | –         |  |  | $ | –         |  |  | $ | 0.18                     | 
|Average remaining contractual term (years) |  |   |                          |  |  |   |                           |  |  |   |           |  |  |   |           |  |  |   |           |  |  |   | 2.44                     | 







17



















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







The Company has issued the following classes of warrants as
set out below:



| | Class A warrant | Are non-transferrable, exercisable for cash and have no acceleration of the expiry date.
| | --------------- | ----------------------------------------------------------------------------------------



| | Class B warrant | Are transferrable, each warrant entitles the holder to purchase one additional common share at the exercise price per share set
out in the table above, subject to acceleration provisions and with a cashless exercise provision based upon the 20 day volume
weighted average price per share at closing day (VWAP) the day prior to exercise. Holders of warrants electing cashless exercise
will receive that number of shares equal to the 20 day VWAP minus the exercise price divided by the 20 day VWAP multiplied by
the number of warrants exercised.
| | --------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Promissory Note Warrants | 
| | ------------------------ | 







| | October 24, 2014 & July 19, 2015 | Are transferrable and entitles the holder to purchase one additional common share for a period of three years. In lieu of the
cash payment the holder has the right to convert this warrant in whole or in part without payment of any kind into that number
of shares of common stock of the Company equal to the quotient obtained by dividing the aggregate of the closing price of the
Company’s common stock on the day immediately preceding the conversion less the aggregate purchase price of the shares being
exercised divided by the closing price of the Company’s common stock on the day immediately preceding the conversion.
| | -------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | March 22, 2015 | Transferable with the approval of the Company. At any time after September 22, 2012, in lieu of the cash payment the holder has
the right to convert this warrant in whole or in part without payment of any kind into that number of shares of common stock of
the Company equal to the quotient obtained by dividing the aggregate of the VWAP price of the Company’s common stock on
the day immediately preceding the conversion less the aggregate purchase price of the shares being exercised divided by the VWAP
of the Company’s common stock on the day immediately preceding the conversion. The March 22, 2015 warrants provide the warrant
holder with down round protection where the Company issues any shares or grants and warrant or convertible security or re-prices
a security at less than the effective exercise price of the March 22, 2015 warrant at that time, then the effective exercise price
shall be lowered to such lesser amount.
| | -------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the six month period ended
August 31, 2012, the Company approved unit subscriptions and warrant commissions for an aggregate of nil (2011- 166,640) Class
A warrants and nil (2011 –2,205,375) Class B warrants as part of a private placement of
units.





18

















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011









| | (e) | Class A Options
| | --- | ---------------



The continuity of Class Options is as follows:



|Expiry date                                |  | Exercise price per share |      | Balance February 29, 2012 |  | Issued |            | Exercised |  | Expired |   | Balance August 31 , 2012
|------------------------------------------ |  | ------------------------ | ---- | ------------------------- |  | ------ | ---------- | --------- |  | ------- | - | ------------------------
|                                           |  |                          |      |                           |  |        |            |           |  |         |   |                         
|                                           |  |                          |      |                           |  |        |            |           |  |         |   |                         
|December 31, 2012                          |  | $                        | 0.49 |                           |  |        | 21,121,094 |           |  |         | – |                         
|                                           |  |                          |      |                           |  |        |            |           |  |         |   |                         
|Total Class A Options Outstanding          |  |                          |      |                           |  |        | 21,121,094 |           |  |         | – |                         
|                                           |  |                          |      |                           |  |        |            |           |  |         |   |                         
|Weighted average exercise price            |  |                          |      |                           |  | $      | 0.49       |           |  | $       | – |                         
|Average remaining contractual term (years) |  |                          |      |                           |  |        |            |           |  |         |   |                         



Each Class A Option entitles the holder to purchase one additional
common share at US$0.49 per share through December 31, 2012. Holders of Class A Options may elect to exercise Class A Options by
means of common cashless exercise provision based upon the 20 day volume weighted average price (VWAP) prior to exercise. Holders
of Class A Options electing cashless exercise will receive that number of shares equal to (the 20 day VWAP minus $0.49) divided
by the 20 day VWAP multiplied by the number of Options held.



During the year ended February 29,
2012, the Company approved the issuance of 21,121,094 Class A Options in exchange for 64,987,982 Metallum options providing the
Company with the option to acquire an additional 64,987,982 common shares of Metallum for£0.10 per share through
December 31, 2012.



| | 7. | Commitments and Contingencies
| | -- | -----------------------------



| | (a) | On October 1, 2010, the Company entered into an option agreement with Victoria Gold Corp, covering 16 gold mining claims
                                                                 in the Province of Ontario.  Under the agreement the Company has the right to acquire Victoria’s ownership
                                                                 interest in the sixteen mining claims known as Watabeag and Russel Creek properties. On November 9, 2011 the agreement was
                                                                 amended. Under the amended agreement, the Company has the right to acquire Victoria’s ownership interest in the
                                                                 sixteen                                                                  mining claims known as the Watabeag and Russell
                                                                 Creek properties. To exercise the option and receive the exclusive right to
                                                                 earn a 100% interest in the Watabeag and Russell Creek properties, the Company has issued 250,000 shares of its common stock
                                                                 and must complete $2,000,000 of cumulative exploration and maintenance expenditures on or before the fourth anniversary date
                                                                 of the agreement.  Of the $2,000,000 of cumulative exploration and maintenance expenditures, $375,000 must be incurred
                                                                 on or before the second anniversary date of the agreement and $25,000 must be paid to Victoria Gold Corp. on or before
                                                                 December 31, 2011 (unpaid) and on each of the second and third anniversary dates of the agreement.  Upon the
                                                                 commencement of commercial production, the Company will pay a royalty equal to 3.0% of Net Smelter Returns. The Company has
                                                                 the ability to buy back 1% of the Royalty at any time for $1 million. As of August 31, 2012, the Company was in arrears
                                                                 in payment under this option agreement for $25,000. The Company and Victoria Gold Corp. are in duscussions to address the
                                                                 outstanding payment.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | On November 10, 2010, the Company signed a definitive agreement to acquire Fairfields Gold S.A. de CV.  Fairfields
owns an option to acquire 100% of the Huicicila gold project in Nayarit Mexico.  Under the terms of the definitive agreement,
Fairfields selling stockholders have the opportunity to receive additional shares based on performance as per the following schedule:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Resource Estimate Date       |  | Indicated Reserves           |  | Payment Obligation
|---------------------------- |  | ---------------------------- |  | ------------------
|18 months after Closing Date |  | 475,000 oz Au (equivalent)   |  | $1,250,000        
|24 months after Closing Date |  | 750,000 oz Au (equivalent)   |  | $1,250,000        
|36 months after Closing Date |  | 1,025,000 oz Au (equivalent) |  | $1,250,000        
|48 months after Closing Date |  | 1,300,000 oz Au (equivalent) |  | $1,250,000        





19



















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011







Any future payments would be made in shares based
on the 20 day average price of the Company’s common stock prior to the required payment date.



In addition, Fairfields shareholders received an
option to acquire up to 25% of Focus Gold Mexico Corporation, a wholly owned subsidiary of the Company, created to acquire Fairfields.  The
option price payable upon the exercise of the option shall be 25% of the sum of (i) $5,000,000, (ii) the dollar value of all payments
made in respect of the deferred payments outlined above as at the date of exercise of the option, and (iii) the dollar value of
any shareholders’ equity contributed into Fairfields after December 31, 2010 until the date of exercise of the option. The
option may only be exercised for cash.



| | (c) | Option on Huicicila mining concession - Mexico
| | --- | ----------------------------------------------



On May 19, 2010, prior to its acquisition by the
Company, Fairfields, entered into an exploration, exploitation and purchase option agreement with Ramón Farías García,
a Mexico City geologist for the mining lots denominated “CILA”, “CILA 1”, “CILA 2”, “CILA
3” “and CILA 5”, located in Compostela, Nayarit Mexico under the following terms:



| | · | US$ 100,000 plus applicable VAT, paid on May 24, 2010 (paid).
| | - | -------------------------------------------------------------



| | · | US$ 1,200,000 plus applicable VAT, on six semester payment of US$
200,000 each one, payable on every August and February month from August 17, 2011 (paid) to February 17, 2114.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The issue to the optionee that number of shares of common stock of
Fairfields at the end of the option agreement that is 3% of its issued and outstand capital at that time.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A Net Smelter Return Royalty (“NSR”) calculated at a rate
of the 2.5% above the concentrate sales, payable every quarter over the life of the mines.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



This option agreement has an initial maturity of
3 years and 6 months from May 19, 2010. The Company has recorded the fair value of the $1,200,000 of payments under this option
in these condensed consolidated financial statements as the discounted value of the cash payments using a rate based on the prevailing
market rates of interest available to the Company (the average of interest rates used was estimated to be 11.0%) and $725,537 at
August 31, 2012 (after payment of $200,000 in each of August 2011 and February 2012) and $860,453 at August 31, 2011. The carrying
amounts of option payment liabilities owing approximates their fair values. The interest is accrued over the estimated payment
period of the option payments. The aggregate amount of interest accrued from acquisition through August 31, 2012 was $136,179 (2011
- 70,429).



On August 17, 2012, the Company failed to
make payment on its Option on Huicicila mining concession – Mexico in the amount of $200,000
and is in breach of its obligations under this Option. The Company has not received notice of
default from the Optionor and is working with the Optionor to address this outstanding option payment.



| | (d) | UK, Ireland mineral properties
| | --- | ------------------------------



The Company’s properties in UK and Ireland
are held under prospecting licenses which are subject to commitments by the Company’s subsidiary to conduct mineral exploration
activities on its licenses. During the period to renewal of its properties, the Company has committed to the following exploration
expenditures in the fiscal years then ending:



| | 2013 | £148,345 (US$ 235,335)
| | ---- | ----------------------

| | 2014 | £148,345 (US$ 235,335)
| | ---- | ----------------------





20



















FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements

For the three and six month
periods ended August 31, 2012 and 2011





| | (e) | Legal contingency
| | --- | -----------------



The Company was named as a
defendant in an action filed on March 12, 2012 in the United States District Court, Southern District of New York. Also named in
this action was the Company’s wholly owned subsidiary Fairfields and certain of its directors and officers. The plaintiff
alleges that the defendants engaged the plaintiff as a finder in connection with financing for or the sale of Fairfields and was
entitled to a finder’s fee of 10% of monies raised or the value of the deal. The plaintiff alleges that he completed his
obligation and has not been paid for his services. The Company contends that it did not engage the plaintiff for any services.
At this time, no discovery has been conducted and the Court has not yet ruled on the pending motion. Accordingly it is not possible
at this time to make any assessment as to the possible outcome of the action. The Company intends to vigorously defend the action
if it is not dismissed.



| | (f) | Purchase contingency
| | --- | --------------------



In the event that the contemplated RTO with Pacific
Orient Capital Corp. by Celtic or similar go public event does not occur before October 28, 2012, the Company will forthwith thereafter
purchase the 1,800,000 shares of Celtic’s common stock the Company transferred July 1, 2012 (see Note 3), at the option of
the holder (i) cash in the aggregate amount of $190,000, or (ii) for shares of the Company’s common stock with a per share
valuation equal to the 10 day VWAP of such shares at the time of exercise.



| | 8. | Related party transactions
| | -- | --------------------------



| | a) | Commencing August 27, 2010, the Company entered into agreements with the president and CEO of the
Company to provide services in exchange for $15,000 per month through December 31, 2010 and $21,000 CDN per month during the year
ended December 31, 2011 (informally extended month to month in 2012 through June 30, 2012 and thereafter at the rate of $10,000
per month CDN by the Company’s subsidiary). During the six month period ended August 31, 2012, the Company paid $103,486
(2011 - $130,308) as compensation for such management services.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Effective January 1, 2011, the Company entered into an agreement with the former director of exploration
of the Company to provide services in exchange for $12,000 per month through December 31, 2011 (informally extended month to month
in 2012). During the six month period ended August 31, 2012, the Company recorded $nil (2011 - $72,000)
as compensation for such management services.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Effective January 1, 2011, the Company has paid fees to directors and management of its Mexican
subsidiary Fairfields, to provide services related to developing Fairfields mineral properties as well as management services in
exchange for a fee of 214,284 pesos each month ($16,078 monthly at the average rates of exchange during the six month period ended
August 31, 2012). During the six month period ended August 31, 2012, the Company recorded $192,940 (2011 - $ 151,868)
as compensation for such management services.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | During the six month period ended August 31, 2012 the Company paid $nil (2011 - $9,000)
to a director for compensation for serving as corporate secretary. A law firm of which a director is a partner was payable fees
of $7,097 (2011 - $60,000) for the six month period ended August 31, 2012.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | During the six month period ended August 31, 2012, the Company recorded nil (2011 - $5,250 ) as compensation to a company controlled
by a former director of the Company for exploration services provided pursuant to a consulting agreement with the Company.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | Effective October 25, 2011, the Company has paid fees to directors and officers of its UK subsidiary Metallum, to provide services
related to developing Metallum’s mineral properties as well as management services in exchange for a fee of £5,000
each month ($7,886 monthly at the average rates of exchange during the six month period ended August
31, 2012). During the six month period ended August 31, 2012, the Company recorded $67,5802
(2011 - $nil) as compensation for such management services.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





21









FOCUS GOLD CORPORATION

(An exploration stage company)

Notes toCondensed Consolidated Financial
Statements.

For the three and six month
periods ended August 31, 2012 and 2011







| | g) | Included in accounts payable and accrued liabilities – related at August 31, 2012 is $455,829
(2011 - $75,312 ) payable to the firms and persons
referred to in thisNote 8and persons or firms related with these persons and firms.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |    |                  
| | -- | -----------------
| | 9. | Subsequent events



| | a) | The Company has issued 4,000,000 shares of its common stock upon exercise of convertible provisions of notes payable in settlement
of $40,096 of the principal amount of such notes payable.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | On September 5, 2012, the Company issued an 8%
                                                           convertible promissory note (the “8% Note”) for a principal amount of $68,000.The Company
                                                           received                                                            net proceeds of $ 61,600. The
                                                           8% Note is due and payable June 7, 2013 and                                                            accrues interest on
                                                           the outstanding principal balance at the rate of 8% per annum. Any time after 180 days following the date
                                                           of this note, the 8% Note is convertible into shares of the Company's common stock at a conversion price that is equal to
                                                           58%                                                            of the average of the lowest three trading prices during the
                                                           ten trading days preceding the date of conversion. The exercise
                                                           price may be adjusted to a lower amount where the Company grants or sells shares or options or other convertible securities
                                                           at a price that is lower than the then in effect conversion price. At any time up and until 180 days from the date of the 8%
                                                           Note, the Company has the option to redeem the 8% Note for payment to the note holder of ranging from 115% to 140% of the
                                                           unpaid principal amount of the 6% Note, in full. In event of default, the Company is required to pay the note holder the
                                                           greater of (i) 150% of the principal as well as interest and other amounts payable to the note holder or (ii) parity
                                                           value of the common shares that would be issuable upon conversion multiplied by the highest closing price for the common
                                                           stock during the period beginning on the date of the first occurrence of the default and ending one day prior to the
                                                           mandatory payment date. In the event of default interest on the 8% Note accrues at 22% per annum. The 8% Note is secured
                                                           with                                                            3,400,000 of the Company’s common shares held in
                                                           treasury. The 8% note is in technical default as a result of the Company’s defaults on payments of other notes payables.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | On September 13, 2012, the Company’s board of directors approved a plan to implement a 20:1 reverse split of the Company’s
common stock by decreasing the number of authorized shares of common stock and correspondingly decreasing the number of issued
and outstanding shares of the common stock held by each stockholder of record at the effective date and time of the change, by
a resolution adopted by the board of directors, without obtaining the approval of the stockholders. The effective date of the change
(20:1 reverse split) shall be as soon as practical following October 4, 2012 and after proper notice and coordination with FINRA.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | On September 14, 2012 and September 19, 2012 notes payable in the principal amount of $270,000 matured without payment
                                                           and are in default. The default under these notes payable is a cause of default under the terms of the Company’s
                                                           promissory notes and accordingly, the Company is in technical default on all promissory notes.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | On October 1, 2012 convertible notes with a remaining principal amount of $93,592 matured without payment and is in default
at the option of the holder.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | On October 5, 2012 the Company entered an agreement with
                                                                                                                           European Resource Capital Inc. for the sale of the Company’s 24,420,000 shares of common stock of Celtic and amounts
                                                                                                                           receivable from Celtic of approximately $217,392 in exchange for $2,500,000 (Canadian) (approximately $2,549,651 at exchange
                                                                                                                           rates at the date of this transaction). European Resource Capital Inc. issued the Company an eight percent (8%) 5 year
                                                                                                                           $2,500,000 (Canadian) promissory note payable that is secured by the 24,420,000 shares of Celtic common stock. Prior to this
                                                                                                                           transaction, the Company owned 92.15% of Celtic. The sales agreement acknowledges that JMJ Financial has an unperfected lien
                                                                                                                           against 25% of the purchased shares. Where the Company is unsuccessful in removing JMJ Financials’ unperfected lien,
                                                                                                                           European Resource Capital may settle such lien and reduce the  $2,500,000 promissory note by 35% of its present value.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | g) | On October 12, 2012 the board of directors of the Company
adopted the 2012 Stock & Stock Option Compensation Plan (the "2012 Plan"), that allows the Company to issue stock
options or common stock toemployees, directors and other persons associated with the Company and is intended to advance
the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth
with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them
to maintain their relationships with the Company. The board
of directors reserved 50,000,000 shares of the Company’s common stock for issuances under the 2012 Plan.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









22







PART I



As used in this Report on Form 10-Q,
references to “we,” “us,” “our,” “Focus Gold,” or “our Company” refers
to Focus Gold Corporation, a Nevada corporation.



Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations



Focus Gold is an exploration stage issuer focused on the acquisition
and development of gold mining properties, primarily in the Americas. Focus Gold left shell company status in October 2010 when
it acquired an option on 16 mining claims in the Canadian Province of Ontario from Victoria Gold Corporation. On December 31, 2010,
Focus Gold acquired an option on the Huicicila gold project in Nayarit, Mexico. Since February 2011, Focus Gold expanded its holdings
of mining claims by acquiring five additional gold and silver mining claims adjacent to the Huicicila gold project in Nayarit,
Mexico.



On October 25, 2011, the Company completed the acquisition of
a 98.65% interest in Metallum Resources PLC (“Metallum This acquisition gave the Company ownership of thirty one exploration
licenses in Northern Ireland, Scotland and Ireland covering in excess of 388,000 hectares, including licenses near and in geology
identical to Dalradian Resources (DNA on the TSX) in N. Ireland. The licenses cover areas of known mineral occurrences and geochemical
anomalies in terrain that is geologically prospective for a number of deposit types for a variety of metals. The main emphasis
will be on advancing gold and gold-copper targets though there is also the potential for poly-metallic massive sulphides. Focus
Gold's extensive review of data on the Metallum licenses has identified 3 priority areas that will be the focus of initial exploration.



The results for the six month period ended August 31, 2012 represents
a full year of operations for Fairfields but not Metallum and accordingly do not provide a meaningful comparison against the results
during the three month period ended August 31, 2011.



Critical Accounting Policies and
Estimates



Critical Accounting Policies



The selection and application of accounting
policies is an important process that has developed as our business activities have evolved and as the accounting rules have changed.
Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing
rules, and the use of judgment, to the specific set of circumstances existing in our business. Discussed below are the accounting
policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions
involved and the magnitude of the asset, liability, revenue or expense being reported. See Note 2, “Significant Accounting
Policies,” in our Condensed Consolidated Financial Statements for a discussion of those policies.



Mineral Properties, Leases and Exploration
and Development Costs



The Company accounts for mineral properties
in accordance with ASC 930: Extractive Activities-Mining . Costs of acquiring mineral properties and leases are capitalized
by project area upon purchase of the associated. Mineral properties are periodically assessed for impairment of value and any diminution
in value.



The Company accounts for mineral exploration
and development costs in accordance with ASC 932: Extractive Activities . All exploration expenditures are expensed as incurred,
previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define
further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on
units of production basis over proven and probable reserves.





23









Any option payments received by the
Company from third parties or tax credits refunded to the Company are credited to the capitalized cost of the mineral property
or to exploration costs as applicable. If payments received exceed the capitalized cost of the mineral property or the exploration
costs incurred, the excess is recognized as income in the year received.



The amounts shown for mineral properties
do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable
reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production
or proceeds from the disposition thereof.



Stock-based compensation



The Company accounts for stock based
compensation to employees as required by ASC 718: Compensation-Stock Compensation and stock based compensation to nonemployees
as required by ASC 505-50: Equity-Based Payments to Non-Employees. Stock awards have been valued at fair value using recent share
issuance prices for cash, in arms-length transactions. Options and warrants are valued using the Black-Scholes pricing model. The
offset to the recorded stock based compensation cost is to additional paid-in capital. Consideration received on the exercise of
stock options is recorded as share capital and additional paid-in capital and the related additional paid-in capital is transferred
to share capital.



Results of Operations



The following discussion and analysis
of our financial condition and results of operations should be read in conjunction with the Financial Statements and the related
notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties,
such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risks
Relating to Our Business,” “Description of Business” and elsewhere in this document. See “Forward-Looking
Statements.”



Results of Operations – Comparison of the Three
Month Period Ended August 31, 2012 and 2011





We
generated no revenues for the three month period ended August 31, 2012 or 2011. Total operating expenses increased to $3,569,965in the three month period ended August 31, 2012
compared to the amount of $ 1,276,885 recorded for the three month period
ended August 31, 2011. This increase was primarily attributable to the Company’s entering into the exploration stage in October
2010 and its commensurate commencement of active operations, with no similar prior period activities, and is reflected in the following
items:



| | · | Exploration expense was $23,102 for the three month period ended August
31, 2012 compared to $242,889 the three month period ended August 31, 2011. The reduction of expenses related to exploration expenses
is attributable to a reduction in funding available to fund exploration expenditures in the current three month period.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | General and Administrative expenses decreased approximately 32% to
$704,983 for the three month period ended August 31,2102 as compared to the comparable prior year period. This decrease was primarily
attributable to the reduction in stock based compensation expense of $453,050 compared to the three month period ended August 31,
2011.The principal components of General and Administrative expenses are:
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Consulting expenses were $303,445 for the three month period ended August 31, 2012, as compared $98,584 in the comparable prior
three month period. This increase was primarily attributable to the hiring of consultants to assist the development and support
of our business activities in Mexico in December 2011 and January 2012 on one and two year contracts for consulting services.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Management fees and salaries decreased by approximately 70%
                                                            to $64,967, for the three month period ended August 31, 2012, as compared
                                                            with the three month period ended August 31, 2011. This decrease was
                                                            primarily attributable to the cessation of fees payable to the Company’s
                                                            former director of exploration and a reduction in fees payable to
                                                            GrantWhite
                                                            former president and CEO of the Company as well as adjustments of $23,810 which reduced the aggregate management fees and
                                                            salaries expenses.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Professional fees increased by $104,661 to $138,271, for the three month period ended August 31, 2012, as compared to the three
month period ended August 31, 2011. This increase was primarily attributable to expenses related to legal and audit costs related
to our subsidiary Focus Celtic Gold Corporation and its subsidiary preparing an Information Circular for filing in Canada and the
increasing complexity of our financial reporting.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







24









| | o | Stock based compensation expense was $nil for the three month period ended August 31, 2012, compared to $453,050 expense in
the three month period ended August 31, 2011. This expense is attributable to the granting of stock options to directors, officers
in February 2011 and the expensing of the stock based compensation expense over the period of attribution through February 29,
2012.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Other expenses for the three month period ended August 31, 2012 totalled
$1,050,729 compared to a total of $80,029 in the three month period ended August 31, 2011. Other expenses were composed of $354,031($26,749-2011)
from the amortization of the discount record from mineral option payment liabilities and other financial liabilities; interest
and financing costs of $109,060 compared to $65,631 other expenses in the prior year period. This increase in interest and financing
fees is attributable to the accounting for the Company’s additional financial instruments in the three month period ended
August 31, 2012. In addition other income and expenses included the recording of derivative liabilities and the resultant interest
and financing fees recorded of $389,325 with no comparative in the prior period. Changes in the fair value of derivative liabilities
in the three month period ended August 31, 2012 was $865,227 with no comparative for the prior period. Loss on settlement of amounts
payable in the three month period ended August 31, 2012 was $111,736 with no comparative for the prior period. Management expects
the amount of other expenses related to the amortization of debt discounts to be amortized in the fiscal year ended 2013and the
discount for the mineral property option liabilities will continue through to the year ended 2015. Derivative liabilities fair
values are tested at the end of each reporting period and changes in fair value are recorded in the statement of operations as
other incomes or expenses.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Management does not believe the percentage
increases in expenses is indicative of future increases. Until the Company engages in exploration activities for a sufficient time
to include comparable prior year periods, management is unable to predict the anticipated increases in expenses.



Results of Operations – Comparison of the Six Month
Period Ended August 31, 2012 and 2011



We generated no revenues for the three
month period ended August 31, 2012 or 2011. Total operating expenses increased to $4,322,655 in the six month period ended August
31, 2012 compared to the amount of $2,815,907 recorded for the six month period ended August 31, 2011. This increase was primarily
attributable to the Company’s entering into the exploration stage in October 2010 and its commensurate commencement of active
operations, with no similar prior period activities, and is reflected in the following items:





| | • | Exploration expense was $100,467 for the six month period ended August 31, 2012, compared to $771,767 expense in the prior
year. The reduction of expenses related to exploration expenses is attributable to a reduction in funding available to fund exploration
expenditures in the current three month period.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | General and Administrative expenses decreased by $663,832, for the six month period ended August 31, 2012 as compared the six
month period ended August 31, 2011. This decrease was primarily attributable to the reduction in stock based compensation recorded
in the six month period ended august 31, 2012. The principal components of General and Administrative expenses are:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | o | Consulting expenses was $600,014 for the six month period ended August 31, 2012, as compared to $222,084 for the six month
period ended August 31, 2011. This increase was primarily attributable to the hiring of consultants to assist the development and
support of the Company’s business activities.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Management fees and salaries decreased by approximately 35% to $268,967, for the six month period ended August 31, 2012,
                                                            as                                                             compared with the six month period ended August 31, 2011. This decrease was primarily attributable to the cessation of fees payable to the Company's former director of exploration
and a reduction in fees payable to Grant White former president and CEO of the Company as well as adjustments of $23,810 which
reduced the aggregate management fees and salaries expenses.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | o | Professional fees increased by $147,933 to $217,043, for the six month period ended August 31, 2012, as compared to the six
month period ended August 31, 2011. This increase was primarily attributable to expenses related to legal and audit costs related
to our subsidiary Focus Celtic Gold Corporation and its subsidiary preparing an Information Circular for filing in Canada and the
increasing complexity of our financial reporting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | o | Stock based compensation expense was $nil for the six month period ended August 31, 2012 compared to $906,100 expense in the
six month period ended August 31, 2011. This expense is attributable to the granting of stock options to directors, officers in
the fiscal year ended February 28, 2011 and the amortization of resultant stock based compensation expenses.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | Other income and expenses for the six month period ended August 31, 2012 totalled $1,614,299 composed of $787,730 from
                                                                   the amortization of the discount recorded and notes payable, compared to $53,586 other expenses in the
                                                                   six month period ended August 31, 2011 and $1,330,962 ($65,631-2011) of interest and financial fees. This increase in
                                                                   interest and financing fees is attributable to the accounting for the Company’s additional financial instruments in the
                                                                   six month period ended August 31, 2012. In addition other income and expenses included the recording of derivative
                                                                   liabilities and the resultant gain on extinguishment of debt recorded of $389,325 with no comparative in the prior period.
                                                                   Changes in the fair value of derivative liabilities in the six month period ended August 31, 2012 was $226,804 with no
                                                                   comparative for the prior period. Loss on settlement of amounts payable in the six month period ended August 31, 2012 was
                                                                   $111,736 with no comparative for the prior period. Management expects the amount of other expenses related to the
                                                                   amortization of debt discounts to be amortized in the fiscal year ended 2013 and the discount for the mineral property option
                                                                   liabilities will continue through to the year ended 2015. Derivative liabilities fair values are tested at the end of
                                                                   each reporting period and changes in fair value are recorded in the statement of operations as other incomes or
                                                                   expenses.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





25







Management does not believe the percentage increases
in expenses is indicative of future increases. Until the Company engages in exploration activities for a sufficient time to include
comparable prior year periods, management is unable to predict the anticipated increases in expenses.





Liquidity and Capital Resources



Although incorporated in 2005, Focus
Gold began its current operations in October 2010, and has not as yet attained a level of operations which allows it to meet its
current overhead. We do not contemplate attaining profitable operations until year end 2014, nor is there any assurance that such
an operating level can ever be achieved. We will be dependent upon obtaining additional financing in order to adequately fund working
capital, infrastructure, and significant exploration and support costs, so that we can increase our property position in Mexico
and other parts of the world and achieve a level of mineral reserves to justify mineral development and later production on our
properties or properties in which we have interests.



While Focus Gold has funded its initial
operations with private placements of equity and through the issuance of short term promissory notes, there can be no assurance
that adequate financing will continue to be available to us and, if available, on terms that are favorable to us. These factors
raise substantial doubt about our ability to continue as a going concern and the accompanying consolidated financial statements
do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification
of liabilities that may result should we be unable to continue as a going concern.



As of August 31, 2012, the Company’s cash balance was
$3,075. Accounts payable and accrued liabilities as well as short term payments under contracts as of August 31, 2012 totaled $4,453,625.
The Company’s working capital as at August 31, 2012 was a deficit of $ 3,903,201.



During the six month period ended
August 31, 2012 and 2011, our sole means of meeting our cash flow requirements was through the sale of our common stock and
loans and advances. In the six month period ended August 31, 2012 we generated net
proceeds of $nil from the sale of stock, (2011 - $1,697,720) and $506,531 from the issuance of debt instruments (2011 -
$200,000). The net proceeds from these stock offerings and issuances of debt securities were used to satisfy operations.





26











Pursuant to our agreements under which
we acquired our option in the Watebeag and Russell Creek properties, we are obligated to undertake exploration work on the property
in the amount of $2,000,000 before the third anniversary date of the agreement, October 1, 2013. In addition, under agreements
entered into by our subsidiary Fairfields, since our acquisition of Fairfields on December 31, 2010, we have committed to pay all
fees and costs to maintain the underlying claims as well as necessary assessment work and the payment of mineral option payments
totaling $800,000 through February 2014. We anticipate that similar fees will be payable each year so long as we maintain our interest
in the claims and leases and the payment of $400,000 yearly under the option agreement for the purchase of the Huicicila claims
in Mexico and similar fees for exploration costs on our UK and Ireland properties. .



Other Activities:



The Company is actively looking for
acquisitions and joint venture opportunities which can build out its portfolio of mining properties.



Contractual Obligations



There are no contractual obligations
other than those described in the notes to the Company’s condensed consolidated financial statements for the nine month period
ended August 31, 2012.



Off-balance sheet arrangements



There are no off balance sheet arrangements.



Item 3. Quantitative and Qualitative
Disclosures About Market Risk



As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.



Item 4. Controls and Procedures



Our Principal
Executive Officer and Principal Accounting Officer have carried out an evaluation of the effectiveness of our disclosure, controls
and procedures. Based upon that evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that as
of the end of the period covered by this report, our disclosures, controls and procedures are not effective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission rules and forms. During the most recently completed
three months ended August 31, 2012, there has been no significant change 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.



We do not have an independent body to oversee our internal controls
over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.



In light of these material weaknesses, we performed additional
analysis and procedures in order to conclude that our financial statements included in this report were fairly stated in accordance
with accounting principles generally accepted in the United States. Accordingly, we believe that despite our material weaknesses,
our financial statements included in this report are fairly stated, in all material respects, in accordance with United States
generally accepted accounting principles.



We plan to rectify these weaknesses by implementing an independent
board of directors and hiring additional accounting personnel once we have additional resources to do so. We have also hired a
new financial consultant who possesses additional financial reporting experience to assist the Company in future fillings.



CHANGES IN INTERNAL CONTROLS



Our management, with the participation
the Principal Executive Officer and Principal Accounting Officer performed an evaluation as to whether any change in our internal
controls over financial reporting occurred during the Quarter endedAugust 31, 2012. Based on
that evaluation, the Company's Principal Executive Officer and Principal Accounting Officer concluded that no change occurred in
the Company's internal controls over financial reporting during the Quarter endedAugust 31, 2012 that
has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.





27











PART II - OTHER
INFORMATION



Item 1. Legal Proceedings.



The Company was named as a defendant
in an action filed on March 12, 2012 in the United States District Court, Southern District of New York. Also named in this action
was the Company’s wholly owned subsidiary Fairfields and certain of its directors and officers. The plaintiff alleges that
the defendants engaged the plaintiff as a finder in connection with the sale and purchase of Fairfields and was entitled to a finder’s
fee of 10% of monies raised or the value of the deal. The plaintiff alleges that he completed his obligation and has not been paid
for his services by the Company. The Company contends that it did not engage the plaintiff for any services. At this time, no discovery
has been conducted and the Court has not yet ruled on the pending motion. Accordingly it is not possible at this time to make any
assessment as to the possible outcome of the action. The Company intends to vigorously defend the action if it is not dismissed.



The Company was named as a defendant
in an action filed July 19, 2012 in Superior Court of the State of California, County of Orange, Central Justice Center in case
number 30-2012-00584954-CU-BC-CJC concerning fees due and owing for services. On August 20, 2012, the Court awarded a judgment
against the Company for $77,159.80.



Item 1a. Risk Factors.



As a “smaller reporting company” as defined by Item
10 of Regulation S-K, the Company is not required to provide information required by this Item.



Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.



None.





Item 3. Defaults Upon Senior Securities



None.



Item 4. [Reserved]



Item 5. Exhibits





28







Item 6. Exhibits



EXHIBITS



ITEM 15. EXHIBITS



|            |  |  |                                                                                                                                                                                                                       
|----------- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |  | Description                                                                                                                                                                                                           
|3.1         |  |  | Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form SB2 filed on June 2, 2005).                                                                                   
|3.2         |  |  | Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Schedule 14C filed on April 22, 2009).                                                                                          
|3.3         |  |  | Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Schedule 14C filed on May 20, 2011).                                                                                            
|3.4         |  |  | Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form SB-2 filed on June 2, 2008).                                                                                                     
|10.1        |  |  | Option Agreement with Victoria Gold Corp. dated October 1, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 27, 2010).                                                 
|10.2        |  |  | Amended Option Agreement with Victoria Gold Corp. dated October 20, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 27, 2010).                                        
|10.3        |  |  | Share Purchase Agreement with Fairfields Gold S.A. de CV. dated November 10, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 19, 2010).                              
|10.4        |  |  | Acquisition Agreement with Metallum Resources PLC. dated February 21, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 3, 2011).                                      
|10.5        |  |  | Amended Acquisition Agreement with Metallum Resources PLC. dated April 29, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 3, 2011).                                 
|10.6        |  |  | Tailings Dump Agreement with Jesus Mario Lopez Fabian (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 29, 2011).                                                          
|10.7        |  |  | Promissory Note with Pedro Pina Castullo dated July 12, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012).                                                       
|10.8        |  |  | Promissory Note with Per Wimmer dated September 14, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012).                                                           
|10.9        |  |  | Promissory Note with Lief Wimmer dated September 19, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012)                                                           
|10.10       |  |  | Promissory Note with GEL Properties LLC dated October 21, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012)                                                      
|10.11       |  |  | Convertible Debenture with HJG Partnership Dated February 17, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012).                                                 
|10.12       |  |  | Share Exchange Agreement with Pacific Orient Capital Inc. Dated February 27, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012).                                  
|10.13       |  |  | Securities Purchase Agreement with JMJ Financial dated March 22, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012).                                              
|10.14       |  |  | Promissory Note Amendment and Assignment Agreement with Pedro Pina Castullo and JMJ Financial dated March 29, 2012 ((incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 16, 2012).
|14.1        |  |  | Financial Code of Ethics.                                                                                                                                                                                             
|21.1        |  |  | List of Subsidiaries .                                                                                                                                                                                                
|31.1        |  |  | Certification of Principal Executive Officer Pursuant to Rule 13a-14*                                                                                                                                                 
|31.2        |  |  | Certification of Principal Financial Officer Pursuant to Rule 13a-14*                                                                                                                                                 
|32.1        |  |  | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act*                                                                                                                                          
|101.INS     |  |  | XBRL Instance Document**                                                                                                                                                                                              
|101.SCH     |  |  | XBRL Taxonomy Extension Schema**                                                                                                                                                                                      
|101.CAL     |  |  | XBRL Taxonomy Extension Calculation Linkbase**                                                                                                                                                                        
|101.DEF     |  |  | XBRL Taxonomy Extension Definition Linkbase**                                                                                                                                                                         
|101.LAB     |  |  | XBRL Taxonomy Extension Label Linkbase**                                                                                                                                                                              
|101.PRE     |  |  | XBRL Taxonomy Extension Presentation Linkbase**                                                                                                                                                                       



|* | Filed herewith.
|- | ---------------



|** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | Pursuant to Rule 405(a)(2) of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote
tagging as Exhibit 101 in an amendment to this Form 10-Q within the permitted 30-day grace period for the period in which detailed
footnote tagging is required after the filing date of this Form 10-Q.



|
|



29







SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                        | Focus Gold Corporation
|----------------------- | ----------------------
|                        |                       
|Dated: October 15, 2012 | By:                   
|                        |                       
|                        |                       
|                        |                       





30