Attached files

file filename
EX-31.1 - EXHIBIT 31.1 - Santa Fe Gold CORPexhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - Santa Fe Gold CORPexhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - Santa Fe Gold CORPexhibit31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)

(Mark One)

[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

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, NM 87110
(Address of principal executive offices)(Zip Code)

Registrant's telephone number including area code: (505) 255-4852

N/A
Former name, former address, and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

Larger accelerated filer [   ] Accelerated filer [ x ]
Non-accelerated filer [   ] Smaller reporting company [   ]
(Do not check if a smaller reporting company)  


Indicate by check mark whether 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: 117,599,598 shares outstanding as of May 10, 2013.

EXPLANATORY NOTE

     Santa Fe Gold Corporation (“we”, “our” or the “Company”) is filing this Amendment No. 1 to its Form 10-Q for the fiscal quarter ended March 31, 2013, which was originally filed with the Securities and Exchange Commission (“SEC”) on May 10, 2013. This Amendment No. 1 to Form 10-Q should be read in conjunction with the Form 10-K and the Company’s subsequent reports filed with the SEC. Except for the information specifically amended and restated herein, this form 10-Q/A has not been updated to reflect events, results or developments that occurred after the date of the original Form 10-Q nor does it change any other disclosures contained in the original Form 10-Q.

     This Amendment No. 1 incorporates amendments to our Form 10-Q as follows:

PART I

FINANCIAL INFORMATION

ITEM 4 – CONTROLS AND PROCEDURES

     We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(d) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and that our disclosure controls and procedures are effective in alerting management on a timely basis to material information required to be disclosed in our periodic reports. Under the supervision of, and the participation of our management, our Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, has conducted an evaluation of our disclosure controls and procedures as of March 31, 2013. This evaluation included certain areas in which we have made, and are continuing to make, changes to improve and enhance controls. In this regard, we have identified a material weaknesses in our internal controls 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 vote on 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 outside securities counsel review all of our federal securities law filings to ensure compliance therewith.


     Based on this evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by us in reports we file with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required, and are effective in alerting management on a timely basis to material information required to be disclosed in our periodic reports.

     During the quarter ended March 31, 2013, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 6. EXHIBITS

     (a) The following exhibits are filed as part of this report:

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14a and Rule 15d-14(a).

   
31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14a and Rule 15d-14(a).

   
32.1

Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. – Section 1350.

SIGNATURES:

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 2, 2013 /s/ W. Pierce Carson
       W. Pierce Carson
       Chief Executive Officer, President, Director
       and Chairman of the Board
   
  /s/ Michael P. Martinez
       Michael P. Martinez
       Chief Financial Officer
       (Principal Accounting Officer)