UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A -1
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| ü | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| | ACT OF 1934 |
| For the fiscal year ended: September 30, 2011 |
| or |
| | |
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| | ACT OF 1934 |
| For the transition period from: _____________ to _____________ |
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SILVERSTAR MINING CORP.
(Exact name of registrant as specified in its charter)
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| Nevada | 333-113296 | 98-0425627 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation or Organization) | File Number) | Identification No.) |
2500 Plaza 5, 25th Floor, Harborside Financial Center, Jersey City, NJ 07311
(Address of Principal Executive Office) (Zip Code)
210-633-4716
(Registrant’s telephone number, including area code)
350 East 82nd. Street, Suite 15D New York NY 10028
(Former name or former address, if changed since last report)
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| Securities registered pursuant to Section 12(b) of the Act: |
| | | |
| Title of each class | | Name of each exchange on which registered |
| Not Applicable | | None |
| | | |
| Securities registered pursuant to Section 12(g) of the Act: |
| | None | |
| |
| | (Title of Class) | |
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| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
| | | Yes | ü | No |
| |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |
| | | Yes | ü | No |
| |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was |
| required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ü | Yes | | No |
| | | | | |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit |
| and post such files). | ü | Yes | | No |
| |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or |
| information statements incorporated by reference in Part III of this Form 10-K or any amendment to this |
| Form 10-K. | | |
| |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. |
| | |
| Large accelerated filer | | | | Accelerated filer | | |
| Non-accelerated filer | | | | Smaller reporting company | ü | |
| | |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | | Yes | ü | No |
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price for such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter as reported by the OTCBB on March 31, 2011 was approximately $1,265,910. |
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| Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. [Insert] |
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| APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY |
| PROCEEDINGS DURING THE PRECEDING FIVE YEARS: |
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Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 |
| |
| DOCUMENTS INCORPORATED BY REFERENCE |
| None |
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Forward-Looking Statements
We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Annual Report on Form 10-k or made by our management involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. You can identify these statements as those that may predict, forecast, indicate or imply future results, performance or advancements and by forward-looking words such as “believe,” “anticipate,” “expect,” “estimate,” “predict,” “intend,” “plan,” “project,” “will,” “will be,” “will continue,” “will result,” “could,” “may,” “might” or any variations of such words or other words with similar meanings. Forward-looking statements address, among other things, our expectations, our growth strategies, our plans to acquire additional wind farms, commence development of the wind farms, our actions, plans or strategies. We are including this cautionary statement in this report to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf, of us.
The following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results for fiscal 2012 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by our management: Actions by our competitors; our inability to manage our growth, borrowing costs, the regulatory environment and the loss of our key executives could materially adversely impact operations.
In addition, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. We do not assume any obligation and do not intend to update any forward-looking statements except as may be required by securities laws.
EXPLANATORY NOTE
Silverstar Mining Corp. is filing this Amendment No. 1 to its Annual Report on Form 10–K for the fiscal year ended September 30, 2011, as filed with the U.S. Securities and Exchange Commission on January 13, 2012. This Amendment No. 1 is being filed to submit the Company’s financial statements in an XBRL format. There has been no change to the Company’s financial statements.
This Amendment No. 1 does not reflect events that have occurred after the original filing of the Annual Report.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively, as exhibits to the original filing, have been amended and refiled as of the date of this Amendment No. 1 and are included as Exhibits 31.2, 31.2, 32.1 and 32.2 hereto.
This Amendment No. 1 should be read in conjunction with the original filing of our Annual Report for the period ended September 30, 2011 and our other filings made with the Securities and Exchange Commission.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Index to Exhibits
23. Consent of James Staffford
| 31.1 | Certificate of the Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 .1 | Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of | 2002 |
| 32 .2 | Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Silverstar Mining Corp.
| Date: January 25, 2012 | By: /s/ Neil Kleinman |
| | Neil Kleinman |
| | CEO/President |
JAMES STAFFORD |
| | James Stafford, Inc. Chartered Accountants Suite 350 – 1111 Melville Street Vancouver, British Columbia Canada V6E 3V6 Telephone +1 604 669 0711 Facsimile +1 604 669 0754 www.jamesstafford.ca |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation of our report dated 24 December 2010, except for Note 15, asto which the date is 7 January 2011, with respect to the consolidated balance sheets of Silverstar Mining Corp. (the “Company”) as at 30 September 2010 and 2009, and the related consolidated statements of operations, cash flows and changes in stockholders’ deficiency for each of the years in the three-year period ended 30 September 2010 on Form 10-K of the Company dated 13 January 2012.
| | /s/ “James Stafford” |
| Vancouver, Canada | Chartered Accountants |
| 13 January 2012 | |
