Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - SILVERADO GOLD MINES LTD | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER 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: 000-12132
SILVERADO GOLD MINES
LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| British Columbia, Canada | 98-0045034 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 5455 152nd Street, Suite 308 | |
| Surrey, British Columbia, Canada | V3S 5A5 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: (800) 665-4646
Former name, former address, and former fiscal year, if changed since last report: N/A
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 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). Yes [X] No [ ]
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 [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 ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,914,377,244 common shares, no par value, outstanding as of October 4, 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 24, 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.
Item 6. Exhibits
| Exhibit | Description |
| Number | |
| (3) |
(i) Articles of Incorporation; (ii) By-laws |
| 3.1 |
Articles of Incorporation (Incorporated by reference to our Registration Statement on Form 10 filed on August 11, 1984, as amended). |
| 3.2 |
Amendment to Articles of Incorporation (Incorporated by reference to our Quarterly Report on Form 10-Q filed on July 15, 1997). |
| 3.3 |
Altered Memorandum (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2002). |
| 3.4 |
Amendment to Articles of Incorporation (Incorporated by reference to our Current Report on Form 8-K filed on June 13, 2003). |
| (4) |
Instruments Defining the Rights of Security Holders , Including Indentures |
| 4.1 |
Share certificate representing common shares of the capital of our company (Incorporated by reference to our Registration Statement on Form 10 filed on August 11, 1984, as amended). |
| (10) |
Material Contracts |
| 10.1 |
Agreement for Conditional Purchase and Sale of Mining Property between our company and Roger C. Burggraf dated October 6, 1978 – Grant Mine Property (Incorporated by reference to our Registration Statement on Form 10 filed on August 11, 1984, as amended) |
| 10.2 |
Agreement for Conditional Purchase and Sale of Mining Property between our company and Paul Barelka, Donald August and Mark Thoennes dated August 12, 1979 – St. Paul Property (Incorporated by reference to our Registration Statement on Form 10 filed on August 11, 1984, as amended) |
| 10.3 |
Lease of Mining Claims with Option to Purchase between our company and Alaska Mining Company, Inc. dated February 3, 1995 – Hammond Property (Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended November 30, 1995). |
| 10.4 |
Change of Control Agreement between our company and Garry L. Anselmo dated August, 1995 (Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended November 30, 2002 filed on February 28, 2003). |
| 10.5 |
Amendment to Change of Control Agreement between our company and Garry L. Anselmo (Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended November 30, 2002 filed on February 28, 2003). |
| 10.6 |
Operating Agreement between our company and Tri-Con Mining Ltd. Dated January 1, 1997 (Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended November 30, 1996). |
| 10.7 |
Operating Agreement between our company and Tri-Con Mining Inc. dated January 1, 1997 (Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended November 30, 2002 filed on February 28, 2003). |
| 10.8 |
Operating Agreement between our company and Tri-Con Mining Alaska Inc. dated January 1, 1997 (Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended November 30, 2002 filed on February 28, 2003). |
| 10.9 |
Form of Warrant Exercise Agreement between our company and certain of the selling security holders (Incorporated by reference to our Registration Statement on Form SB-2 filed on August 19, 2004). |
| 10.10 |
Form of Delay Agreement between our company and certain of the Selling Shareholders (Incorporated by reference to our Registration Statement on Form SB-2 filed on August 19, 2004). |
| 10.11 |
2006 Stock Option Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on April 11, 2006) . |
| 10.12 |
2006-II Stock Option Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on March 31, 2006). |
| 10.13 |
2007 Stock Option Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on February 20, 2007). |
| Exhibit | Description |
| Number | |
| 10.14 |
Shared Well Agreement between the Company and Sukakpak, Inc., dated August 17, 2007 (Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended November 30, 2007 filed on February 28, 2008). |
| 10.15 |
2007-1 Equity Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on September 7, 2007). |
| 10.16 |
Lease Agreement between the Company and TA Properties (Canada) Ltd., dated March 30, 2007 (Incorporated by reference to our Quarterly Report on Form 10-QSB filed on July 15, 2008). |
| 10.17 |
Indemnity Agreements between the Company and Garry L. Anselmo, Stuart C. McCulloch, and James F. Dixon, each dated October 27, 2008 (Incorporated by reference to our Current Report on Form 8-K filed on October 29, 2008). |
| 10.18 |
Indemnity Agreements between the Company and Garry L. Anselmo, Stuart C. McCulloch, Donald G. Balletto, Robert M. Dynes and John Mackay, each dated December 23, 2009 (Incorporated by reference to our Current Report on Form 8-K filed on December 23, 2009). |
| 10.19 |
2009 Equity Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on January 29, 2009). |
| 10.20 |
2009-II Equity Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on June 1, 2009). |
| 10.21 |
Equity Line of Credit Agreement between the Company and Ashborne Finance Ltd. (Incorporated by reference to our Current Report on Form 8-K filed on August 12, 2009). |
| 10.22 |
Consulting Agreement between the Company and 1315781 Ontario Inc. (Incorporated by reference to our Quarterly Report on Form 10-Q filed on October 15, 2009). |
| 10.23 |
Note Purchase Agreement between the Company and St. George Investments, LLC. (Incorporated by reference to our Current Report on Form 8-K filed on January 28, 2010). |
| 10.24 |
2009-III Equity Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on December 16, 2009). |
| 10.25 |
2010-I Equity Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on June 9, 2010). |
| 10.26 |
2010-II Equity Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 filed on December 2, 2010). |
| (14) |
Code of Ethics |
| 14.1 |
Code of Ethics (Incorporated by reference to our Quarterly Report on Form 10-QSB filed on July 15, 2004). |
| (21) |
Subsidiaries of the Registrant |
| 21.1 |
Silverado Gold Mines Inc. |
| 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 |
| * |
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. |
SIGNATURES
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.
| SILVERADO GOLD MINES LTD. | |
| DATE: November 21, 2011 | /s/ Garry L. Anselmo |
| Garry L. Anselmo | |
| Chairman of the Board, President, Chief Executive Officer | |
| (Principal Executive Officer) | |
| DATE: November 21, 2011 | /s/ Donald Balletto |
| Donald Balletto | |
| Chief Financial Officer and Director | |
| (Principal Financial Officer and Principal Accounting | |
| Officer) |