UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
BULLFROG GOLD CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
41-2252162
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
   
897 Quail Run Drive
Grand Junction, Colorado 81505
 (Address of principal executive offices, including Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered:
None
Name of each exchange on which
each class is to be registered:
None
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  o
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  x
 
Securities Act registration statement file number to which this form relates (If applicable): N/A
 
 
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share
(Title of Class)
 
 
 
 
 
Item 1. Description of Registrant's Securities to be Registered.
 
Common Stock

This registration statement relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Bullfrog Gold Corp. (the “Registrant”). The holders of Common Stock are entitled to one vote per share. In addition, the holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Registrant’s Board of Directors out of legally available funds; however, the current policy of the Registrant’s Board of Directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of Common Stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of Common Stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the Registrant’s Board of Directors and issued in the future.
 
 
Item 2. Exhibits.
 
Exhibit No. 
Description
1.
Amended and Restated Certificate of Incorporation of Bullfrog Gold Corp. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 22, 2011)
2.
Amended and Restated Bylaws of Bullfrog Gold Corp. (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on July 22, 2011)
 
 
 
 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
     
 
BULLFROG GOLD CORP.
     
Date: April 13, 2012
By:  
/s/ David Beling
 
David Beling
 
President, Chief Executive Officer and Chief Financial Officer