Attached files
file | filename |
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EX-31.2 - EXHIBIT 31.2 - Santa Fe Gold CORP | exhibit31-2.htm |
EX-32.1 - EXHIBIT 32.1 - Santa Fe Gold CORP | exhibit32-1.htm |
EX-31.1 - EXHIBIT 31.1 - Santa Fe Gold CORP | exhibit31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K/A
(Amendment No.
4)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2012
[ ] 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.) |
6100 Uptown Blvd NE, Suite 600, Albuquerque, | 87110 |
NM | |
(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 registrants 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 [X] |
Non-accelerated filer [ ] | 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 [ ] 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 registrants most recently completed second fiscal quarter was $89,236,672.
As of September 28, 2012, there were 117,537,970 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
EXPLANATORY
NOTE |
This Amendment No. 4 to the Annual Report on Form 10-K/A (Amendment No. 4) of Santa Fe Gold Corporation (we, our or the Company) is being filed to amend the Companys Annual Report on Form 10-K for the fiscal year ended year ended June 30, 2012, which was originally filed with the Securities and Exchange Commission (SEC) on September 28, 2012, as amended by Amendments No. 1, 2 and 3 (collectively, the Original Filing), in order to revise Item 9A of Part II of the Original Filing. In addition, as further required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 4 contains new certifications by our principal executive officer and our principal financial officer, filed as exhibits hereto under Part IV, Item 15 hereof. Except for the foregoing amended information, this Amendment No. 4 on Form 10-K/A continues to describe conditions as of the date of the Original Filing. The disclosures contained herein have not been updated to reflect events that occurred at a later date.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
During the fiscal period ended June 30, 2012, our management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Subsequent to June 30, 2012, we have identified a material weakness in our disclosure controls and procedures in that we did not include a separate shareholder advisory vote in our 2011 proxy statements to approve the compensation of our named executive officers (say-on-pay vote) as required by Rule 14a-21 under the Exchange Act. We have taken corrective action by including a say-on-pay vote in our Proxy Statement for our Annual Stockholders Meeting to be held August 6, 2013. In addition, we have adopted a policy that securities counsel review all of the Companys filings with the SEC.
Given the corrective action, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the filing date of Amendment No. 4, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Inherent Limitations Over Internal Controls
The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (GAAP). The Companys internal control over financial reporting includes those policies and procedures that:
(i) |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Companys assets; | |
(ii) |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Companys receipts and expenditures are being made only in accordance with authorizations of the Companys management and directors; and | |
(iii) |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements. |
Management, including the Companys Chief Executive Officer and Chief Financial Officer, does not expect that the Companys internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Managements Annual Report on Internal Control Over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Companys internal control over financial reporting based on the criteria set forth in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Companys assessment, management has concluded that its internal control over financial reporting was effective as of June 30, 2012 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
The operating effectiveness of our internal control over financial reporting as of June 30, 2012 has been audited by StarkSchenkein, LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Form 10-K.
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 August 2, 2013.
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 August 2, 2013.
SIGNATURE | TITLE |
/s/ W. Pierce Carson | Chairman of the Board, President and |
W. Pierce Carson | Chief Executive Officer |
(Principal Executive Officer) | |
/s/ Michael P. Martinez | Chief Financial Officer |
Michael P. Martinez | (Principal Accounting Officer) |
/s/ Ryan P. Carson | Secretary and Assistant Treasurer |
Ryan P. Carson | |
/s/ John E. Frost | Director |
John E. Frost | |
/s/ Erich Hofer | Director |
Erich Hofer |