10-K/A 1 slvm10ka1252012.htm FORM 10-K slvm10ka1252012.htm


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

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FORM 10-K/A -1
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  ü
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
 ACT OF 1934
For the fiscal year ended: September 30, 2011
or
   
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
 ACT OF 1934
For the transition period from: _____________ to _____________

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SILVERSTAR MINING CORP.
(Exact name of registrant as specified in its charter)

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Nevada
333-113296
98-0425627
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation or Organization)
File Number)
Identification No.)
 
2500 Plaza 5, 25th Floor, Harborside Financial Center, Jersey City, NJ 07311
(Address of Principal Executive Office) (Zip Code)
 
210-633-4716
(Registrant’s telephone number, including area code)
 
350 East 82nd. Street, Suite 15D New York NY 10028
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class
 
Name of each exchange on which registered
  Not Applicable     None
     
Securities registered pursuant to Section 12(g) of the Act:
    None  
 
 
(Title of Class)
 
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
   
 Yes
  ü
 No
 
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
  ü
 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 registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
  ü
 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 (§ 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).
  ü
 Yes
 
 No
 
Indicate by check mark 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 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.
   
 
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
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
 Yes
  ü
 No
   
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price for such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter as reported by the OTCBB on March 31, 2011 was approximately $1,265,910.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  [Insert]
 
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
   
 Yes
 
 No
 
DOCUMENTS INCORPORATED BY REFERENCE
  None
 
 
 
 
 

 
 
Forward-Looking Statements
   
    We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Annual Report on  Form 10-k or made by our management involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. You can identify these statements as those that may predict, forecast, indicate or imply future results, performance or advancements and by forward-looking words such as “believe,” “anticipate,” “expect,” “estimate,” “predict,” “intend,” “plan,” “project,” “will,” “will be,” “will continue,” “will result,” “could,” “may,” “might” or any variations of such words or other words with similar meanings. Forward-looking statements address, among other things, our expectations, our growth strategies, our plans to acquire additional wind farms, commence development of the wind farms,   our actions, plans or strategies. We are including this cautionary statement in this report to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf, of us.
   
    The following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results for fiscal 2012 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by our management:  Actions by our competitors; our inability to manage our growth,  borrowing costs, the regulatory environment  and  the loss of our key executives could materially adversely impact operations.
 
    In addition, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. We do not assume any obligation and do not intend to update any forward-looking statements except as may be required by securities laws.
 
 
 

 
 
     EXPLANATORY NOTE
   
    Silverstar Mining Corp.  is filing this Amendment No. 1 to its Annual Report on Form 10–K for the fiscal year ended September 30, 2011,  as filed with the U.S. Securities and Exchange Commission on January 13, 2012.    This Amendment No. 1 is being filed to submit the Company’s financial statements in an XBRL format.   There has been no change to the Company’s financial statements.
 
    This Amendment No. 1 does not reflect events that have occurred after the original filing of the Annual Report.
 
    Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively, as exhibits to the original filing, have been amended  and refiled as of the date of this Amendment No. 1 and are included as Exhibits 31.2, 31.2, 32.1 and 32.2 hereto.
 
    This Amendment No. 1 should be read in conjunction with the original filing of our Annual Report for the period ended September 30, 2011 and our other filings made with the Securities and Exchange Commission.
 
 
 
 

 
 
PART IV
 
 
Item 15. Exhibits, Financial Statement Schedules.

Index to Exhibits

23.           Consent of James Staffford
         
31.1
Certificate of the Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

31.2   
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 .1  
Certificate of the Chief Executive Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

32 .2  
Certificate of the Chief Financial  Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 

 
 
SIGNATURES
 
 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Silverstar Mining Corp.  
 
 
 
Date:  January 25, 2012
By: /s/ Neil Kleinman
 
Neil Kleinman
 
CEO/President
 
 
 
 

 
 
 
JAMES STAFFORD
 
 
James Stafford, Inc.
Chartered Accountants
Suite 350 – 1111 Melville Street
Vancouver, British Columbia
Canada V6E 3V6
Telephone +1 604 669 0711
Facsimile +1 604 669 0754
www.jamesstafford.ca
 

Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation of our report dated 24 December 2010, except for Note 15, asto which the date is 7 January 2011, with respect to the consolidated balance sheets of Silverstar Mining Corp. (the “Company”) as at 30 September 2010 and 2009, and the related consolidated statements of operations, cash flows and changes in stockholders’ deficiency for each of the years in the three-year period ended 30 September 2010 on Form 10-K of the Company dated 13 January 2012.
 
 
 
/s/ “James Stafford”
Vancouver, Canada
Chartered Accountants
13 January 2012