Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - INCEPTION MINING INC. | Financial_Report.xls |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended July 31, 2011
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File No. 333-147056
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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35-2302128
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(State or Other Jurisdiction
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(I.R.S. Employer Identification
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Of Incorporation or Organization)
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Number)
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10775 Double R Boulevard
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Reno, NV
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89521
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (775) 996-8200
Securities registered pursuant to Section 12(b) of the Act:
None.
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None.
(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 þ
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 þ 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ 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 ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. þ
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. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). £ Yes R No
The aggregate market value of voting stock held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, January 31, 2011, was $10,986,263. For purposes of this computation, it has been assumed that the shares beneficially held by directors and officers of registrant were “held by affiliates”; this assumption is not to be deemed to be an admission by such persons that they are affiliates of registrant.
The number of shares of registrant’s common stock outstanding as of November 21, 2010, was 89,804,393.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to GOLD AMERICAN MINING CORP.’s Annual Report on Form 10-K for the fiscal year ended July 31, 2011, filed with the Securities and Exchange Commission on November 23, 2011 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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 original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on 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 Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
1
PART IV
ITEM 15. EXHIBITS
(a)(1)(2) Financial Statements: See index to financial statements and supporting schedules.
(a)(3) Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles of Incorporation(1)
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3.2
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Certificate of Amendment, effective March 5, 2010(2)
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3.3
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Certificate of Amendment, effective June 23, 2010(6)
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3.4
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Bylaws(1)
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10.1
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Stock Purchase Agreement by and between John Fahlberg and Johannes Petersen, dated February 12, 2010(3)
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10.2
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Letter of Intent by and between the Company and Yale Resources, Ltd., dated March 5, 2010(2)
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10.3
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Guadalupe Option Agreement between the Company and Yale Resources, dated April 26, 2010. (4)
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10.4
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Keeno Strike Option Agreement between the Company and Certain Individuals, dated April 28, 2010. (4)
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10.5
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Private Placement Subscription Agreement, dated April 30, 2010(5)
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31.1
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
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31.2
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
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32
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Certification of Chief Executive and Chief Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
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101.INS
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XBRL Instance Document*
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101.SCH
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XBRL Taxonomy Extension Schema Document*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document*
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________________
* Filed herewith.
** Previously filed.
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(1)
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Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007.
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(2)
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Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010.
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(3)
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Incorporated by reference from Form 8-K filed with the SEC on February 18, 2010.
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(4)
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Incorporated by reference from Form 10-Q filed with the SEC on June 21, 2010.
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(5)
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Incorporated by reference from Form 8-K filed with the SEC on May 6, 2010.
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(6)
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Incorporated by reference from Form 8-K filed with the SEC on June 28, 2010.
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2
SIGNATURES
Pursuant to the requirements of Sections 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.
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GOLD AMERICAN MINING CORP.
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Date: December 14, 2011
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By:
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/s/ Johannes Petersen
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Name: Johannes Petersen
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Title: Chief Executive Officer
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(Principal Executive Officer)
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Date: December 14, 2011
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By:
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/s/ Johannes Petersen
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Name: Johannes Petersen
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Title: Chief Financial Officer
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(Principal Accounting and Financial Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Johannes Petersen
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Johannes Petersen
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Sole Director
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December 14, 2011
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