Attached files
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: August 31, 2011
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 000-54327
FIRST AMERICAN SILVER CORP.
(Exact name of registrant as specified in its charter)
Nevada 98-0579157
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10597 Double R Blvd. Ste. 2, Reno, NV, USA 89521
(Address of principal executive offices) (Zip Code)
(775) 323-3278
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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. [X] 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 (ss.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). [X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small 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]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 55,575,000 common shares issued
and outstanding as of October 17, 2011.
EXPLANATORY NOTE
Our company is filing this Amendment No. 1 on Form 10-Q/A (the "Amendment") to
our quarterly report on Form 10-Q for the period ended August 31, 2011 (the
"Form 10-Q"), filed with the Securities and Exchange Commission on October 17,
2011 (the "Original Filing Date"), to furnish Exhibit 101 to the Form 10-Q in
accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the
following materials from our Form 10-Q, formatted in XBRL (eXtensible Business
Reporting Language):
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Schema
101.CAL XBRL Taxonomy Calculation Linkbase
101.DEF XBRL Taxonomy Definition Linkbase
101.LAB XBRL Taxonomy Label Linkbase
101.PRE XBRL Taxonomy Presentation Linkbase
This Amendment speaks as of the Original Filing Date, does not reflect events
that may have occurred subsequent to the Original Filing Date, and does not
modify or update in any way disclosures made in the Form 10-Q. No other changes
have been made to the Form 10-Q
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as
Exhibit 101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended, and otherwise are not subject to liability
under those sections.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the certifications required pursuant to the rules
promulgated under the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original
Report, have been amended, restated and re-executed as of the date of this
Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
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ITEM 6. EXHIBITS
Exhibit Number Description
-------------- -----------
(3) (I) ARTICLES OF INCORPORATION; (II) BY-LAWS
3.1 Articles of Incorporation (Incorporated by reference to our
Registration Statement filed on Form S-1 on February 25, 2009).
3.2 By-laws (Incorporated by reference to our Registration Statement
filed on Form S-1 on February 25, 2009).
3.3 Certificate of Amendment (Incorporated by reference to our
Registration Statement filed on Form S-1 on February 25, 2009).
3.4 Articles of Merger (Incorporated by reference to our Current
Report filed on Form 8-K on July 15, 2010).
3.5 Certificate of Change (Incorporated by reference to our Current
Report filed on Form 8-K on July 15, 2010).
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1 Sample Stock Certificate (Incorporated by reference to our
Registration Statement filed on Form S-1 on February 25, 2009).
(10) MATERIAL CONTRACTS
10.1 Property Option Agreement between our company and All American
Resources LLC with respect to the Mountain City claim dated
November 26, 2010 (Incorporated by reference to our Current Report
filed on Form 8-K on December 21, 2010).
10.2 Property Option Agreement between our company and All American
Resources LLC with respect to the Eagan Canyon claim dated
November 26, 2010 (Incorporated by reference to our Current Report
filed on Form 8-K on December 21, 2010).
10.3 Property Option Agreement between our company and All American
Resources LLC with respect to the Muncy Creek claim dated November
26, 2010 (Incorporated by reference to our Current Report filed on
Form 8-K on December 21, 2010).
10.4 Mining Lease and Option to Purchase Agreement between our company,
Pyramid Lake LLC and Anthony A. Longo dated April 15, 2011
(Incorporated by reference to our Current Report filed on Form 8-K
on May 17, 2011).
(31) RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 of the Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer.
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 of the Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer.
101** INTERACTIVE DATA FILE (FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
AUGUST 31, 2011 FURNISHED IN XBRL).
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST AMERICAN SILVER CORP.
(Registrant)
Dated: November 15, 2011 /s/ Thomas Menning
----------------------------------------
Thomas Menning
President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Treasurer and Director
(Principal Executive Officer, Principal
Financial Officer and Principal
Accounting Officer)
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