Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-9025
VISTA GOLD CORP.
(Exact name of registrant as specified in its charter)
| Continued under the laws of the Yukon Territory, Canada | None | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
7961 Shaffer Parkway Suite 5 Littleton, Colorado | 80127 | |
| (Address of principal executive offices) | (Zip Code) | |
(720) 981-1185
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 17,952,578
Common Shares, without par value, outstanding at December 8, 2004
Table of Contents
(An Exploration Stage Enterprise)
FORM 10-Q/A
(Amendment No. 1)
For the Quarter Ended September 30, 2004
INDEX
| Page | ||||
| PART I - FINANCIAL INFORMATION | ||||
ITEM 4. | 1 | |||
| PART II – OTHER INFORMATION | ||||
ITEM 6. | 1 | |||
| SIGNATURES | 2 | |||
In this Report, unless otherwise indicated, all dollar amounts are expressed in United States dollars.
Table of Contents
EXPLANATORY NOTE
This Form 10-Q/A (Amendment No. 1) is being submitted solely in order to amend and correct a wording error in Item 4 in the phrase “the disclosure controls and procedures in place are adequate” to state instead “the disclosure controls and procedures in place are effective.” As a result of the amended text in Item 4, the Section 302 certifications filed as Exhibits in Item 6 have been re-executed as of the date of this Form 10-Q/A (Amendment No. 1). No revisions have been made to the Corporation’s financial statements or any other disclosure contained in the Corporation’s original Quarterly Report on Form 10-Q.
PART I – FINANCIAL INFORMATION
ITEM 4. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer have evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United StatesSecurities Exchange Act of 1934, as amended) as of September 30, 2004. Based on the evaluation, the principal executive officer and principal financial officer have concluded that the disclosure controls and procedures in place are effective to ensure that information required to be disclosed by the Corporation, including consolidated subsidiaries, in reports that the Corporation files or submits under theExchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable time periods specified by the Securities and Exchange Commission rules and forms. There has been no change in the Corporation’s internal control over financial reporting during the quarter ended September 30, 2004, that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under theSecurities Exchange Act of 1934, as amended | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under theSecurities Exchange Act of 1934, as amended | |
1
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VISTA GOLD CORP. | ||||
| (Registrant) | ||||
| Date: December 22, 2004 | By: | /s/ Michael B. Richings | ||
| Michael B. Richings | ||||
| President and Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| Date: December 22, 2004 | By: | /s/ Gregory G. Marlier | ||
| Gregory G. Marlier | ||||
| Chief Financial Officer | ||||
| (Principal Financial Officer) | ||||
2