UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_______
Commission file number 001-12974
SANTA FE GOLD CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 84-1094315 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 1128 Pennsylvania NE, Suite 200, Albuquerque, NM | 87110 |
| (Address of principal executive offices) | (Zip Code) |
(505) 255-4852
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.002 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
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 [ ] No [X]
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 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.
Yes [X] No [ ]
Indicate by checkmark 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.
[X]
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 [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The aggregate market value of the Common Stock of Santa Fe Gold Corporation held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was $35,225,161.
As of October 7, 2009, there were 83,723,208 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
Explanatory Note
Santa Fe Gold Corporation (“we”, “our” or the “Company”) is filing this Amendment No. 1 to its Form 10-K for the fiscal year ended June 30, 2009, which was originally filed with the Securities and Exchange Commission (“SEC”) on October 13, 2009. This Amendment No. 1 to Form 10-K should be read in conjunction with the Form 10-K and the Company’s subsequent reports filed with the SEC.
This Amendment No. 1 incorporates amendments to our Form 10-K as follows:
General
We have corrected our commission file number on the cover of our Form 10-K to read 001-12974.
Disclosure Controls and Procedures
Under Item 8, we have added “Management’s Report on Internal Control Over Financial Reporting” (following Table of Contents and before Report of Independent Registered Public Accounting Firm), pursuant to Item 308 of Regulation S-K.
Exhibit 31.1
We have revised our certifications to match the exact form set forth in Item 601(b)(31) of Regulation S-K.
ITEM 8.
SANTA FE GOLD CORPORATION
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended.
Our internal controls were designed to provide reasonable assurance as to (i) the reliability of our financial reporting; (ii) the reliability of the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States; and (iii) the safeguarding of assets from unauthorized use or disposition.
We conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2009 based on Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Through this evaluation, we did not identify any material weaknesses in our internal controls. There are inherent limitations in the effectiveness of any system of internal control over financial reporting; however, based on our evaluation, we have concluded that our internal control over financial reporting was effective at a reasonable assurance level as of June 30, 2009.
ITEM 15. EXHIBITS
| Exhibit | ||||
| No. | Description | Location | ||
| 31.1 |
| |||
| ||||
| 32.1 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on April 30, 2010 .
SANTA FE GOLD CORPORATION
| By: | /s/ W. Pierce Carson | |
| Name: | W. Pierce Carson | |
| Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on April 30, 2010 .
| SIGNATURE | TITLE | |
| /s/ Lawrence G. Olson | Chairman of the Board | |
| Lawrence G. Olson | ||
| /s/ W. Pierce Carson | President and Chief Executive Officer | |
| W. Pierce Carson | (Principal Executive Officer) | |
| /s/ W. Pierce Carson | Chief Financial Officer | |
| W. Pierce Carson | (Principal Financial Officer) | |
| /s/ John E. Frost | Director | |
| John E. Frost |
