UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
40-F/A
(Amendment
No. 1)
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the fiscal year ended December 31, 2008
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Commission file number:
001-32570
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ENTRÉE
GOLD INC.
(Exact
Name of Registrant as Specified in its Charter)
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British
Columbia
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1040
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N/A
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(Province
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code)
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(I.R.S.
Employer Identification No.)
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Suite
1201 - 1166 Alberni Street
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Vancouver,
British Columbia, Canada V6E 3Z3
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(
604) 687-4777
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(Address
and Telephone Number of Registrant’s Principal Executive
Offices)
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National
Registered Agents, Inc.
1090
Vermont Avenue NW, Suite 910
Washington,
DC 20005
(888)
505-5229
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Copies
to:
Kenneth
G. Sam
Dorsey
& Whitney LLP
Republic
Plaza Building, Suite 4700
370
Seventeenth Street
Denver,
Colorado 80202
(303)
629-3445
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(Name,
address (including zip code) and telephone number (including area code) of
agent for service in the United
States)
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Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
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Title of Each Class:
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Name of Each Exchange On Which
Registered:
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Common
Shares, no par value
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NYSE
Amex
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Securities
registered or to be registered pursuant to Section 12(g) of the
Act: N/A
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act: N/A
For
annual reports, indicate by check mark the information filed with this
form:
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x Annual
Information Form
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x Audited Annual
Financial Statements
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Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual
report: As at December 31, 2008, 94,560,898 common shares of
the Registrant were issued and outstanding.
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days. x Yes o No
EXPLANATORY
NOTE
Entrée
Gold Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to
file its annual report pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the
multi-jurisdictional disclosure system of the Exchange Act. The
Company is a “foreign private issuer” as defined in Rule 3b-4 under the
Exchange Act. The equity securities of the Company are accordingly
exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act
pursuant to Rule 3a12-3.
This
amendment number one to the Company’s annual report on Form 40-F for the year
ended December 31, 2008 is being made to file the consents listed as “to be
filed upon amendment” in the Exhibit Index section of Company’s Form 40-F dated
March 31, 2009. No other sections of the Company’s annual report on
Form 40-F have been amended, revised or updated.
UNDERTAKING
The
Company undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the Commission staff, and to furnish promptly,
when requested to do so by the Commission staff, information relating to: the
securities registered pursuant to Form 40-F; the securities in relation to which
the obligation to file an annual report on Form 40-F arises; or transactions in
said securities.
CONSENT
TO SERVICE OF PROCESS
The
Company filed an Appointment of Agent for Service of Process and Undertaking on
Form F-X with the SEC on Form 10-SB on October 12, 2004, with respect to the
class of securities in relation to which the obligation to file this annual
report on Form 40-F arises.
EXHIBIT
INDEX
The
following exhibits have been filed as part of this amendment number one to the
Company’s annual report on Form 40-F for the year ended December 31,
2008:
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Certifications
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4.
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Certificate
of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange
Act
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5.
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Certificate
of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange
Act
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6.
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Certificate
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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7.
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Certificate
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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Consents
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9.
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Consent
of John Vann, Quantitative Group (QG)
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10.
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Consent
of Scott Jackson, Quantitative Group (QG)
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11.
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Consent
of Dean David, GRD Minproc (Minproc)
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12.
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Consent
of Robert M. Cann
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13.
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Consent
of Harry Parker
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14.
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Consent
of James R. Foster
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SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F/A and has duly caused this
annual report to be signed on its behalf by the undersigned, thereto duly
authorized.
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ENTRÉE
GOLD INC.
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By:
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Gregory
G. Crowe
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Name:
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Gregory
G. Crowe
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Title:
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Chief
Executive Officer
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Date:
April 3, 2009