UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 000-53765
SILVER FALCON MINING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 26-1266967 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7322 Manatee Avenue West Bradenton, Florida 34209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (941) 761-7819
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 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 Ac. Yes[ ] No [X]
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 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 [ ]
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure of delinquent filers in response 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. [ ]
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 [ ] | |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $34,595,689 based upon a market price of $0.16 per share.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 304,665,315 Class A Shares and 3,884,321 Class B Shares as of March 9, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.
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EXPLANATORY NOTE
The Registrant is filing this amended Form 10-K to file an exhibit that was inadvertently omitted from the original Form 10-K. That exhibit is Exhibit 10.18, Amendment to Amendment to Lease dated March 24, 2011.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
List the following documents filed as a part of the report:
(1)
All financial statements: Audited financial statements of Silver Falcon Mining, Inc. as of December 31, 2009 and 2010, and for the years ended December 31, 2009 and 2010, including a balance sheet, statement of operations, statement of cash flows, and statement of changes in stockholders’ deficit
(2)
Those financial statement schedules required to be filed by Item 8 of this form, and by paragraph (b) below: none.
(3)
Those exhibits required by Item 601 of Regulation S-K (Section 229.601 of this chapter) and by paragraph (b) below. Identify in the list each management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.
Exhibit Number | Description of Exhibits |
2.1 | Agreement and Plan of Merger by and among Dicut Holdings, Inc., Silver Falcon Mining, Inc. and Dicut KLM, Inc. dated October 12, 2007 (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
3.1 | Certificate of Incorporation of Silver Falcon Mining, Inc., a Delaware corporation, dated October 11, 2007 (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
3.2 | Certificate of Amendment of Certificate of Incorporation dated October 15, 2007 (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
3.3 | By-Laws (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
4.1 | Form of Class A Common Stock certificate (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
4.2 | Form of Convertible Promissory Note (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
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4.3 | Form of Convertible Promissory Note (incorporated by reference to the Form 10-Q for the period ending September 30, 2009) |
10.1** | Employment Agreement of Pierre Quilliam dated January 1, 2011 |
10.2** | Employment Agreement of Denise Quilliam dated January 1, 2011 |
10.3 | Lease Agreement between GoldLand Holdings Co. and Silver Falcon Mining, Inc., dated October 11, 2007 (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
10.4 | Asset Purchase Agreement dated September 20, 2008 by and between Silver Falcon Mining, Inc. and Mineral Extraction Company (incorporated by reference to the Form 10/A Registration Statement filed November 3, 2009) |
10.5 | Share Purchase Agreement dated January 22, 2009 by and between Deep Rock, Inc., William Martens and Silver Falcon Mining, Inc. (incorporated by reference to the Form 10/A Registration Statement filed November 3, 2009) |
10.6 | Form of Consulting Contract (incorporated by reference to the Form 10/A Registration Statement filed November 3, 2009) |
10.7 | Real Estate Purchase and Sale Agreement dated November 30, 2010 (incorporated by reference to the Form 8-K filed January 27, 2010) |
10.8 | Promissory Note payable to Joyce Livestock Company Limited (incorporated by reference to the Form 8-K filed January 27, 2010) |
10.9 | Deed of Trust by and among Silver Falcon Mining, Inc., as Borrower, Pioneer Title Company, as Trustee, and Joyce Livestock Company Limited Partnership, as Lender (incorporated by reference to the Form 8-K filed January 27, 2010) |
10.10** | Employment Agreement of Christian Quilliam dated January 1, 2011 |
10.11** | Employment Agreement of Thomas C. Ridenour dated January 1, 2011 |
10.12 | Employment Agreement of D. Roger Scammell (incorporated by reference to the Form 8-K filed January 26, 2011) |
10.13 | Amendment to Lease between GoldLand Holdings Co. and Silver Falcon Mining, Inc., dated January 21, 2011 (incorporated by reference to the Form 8-K filed January 26, 2011) |
10.14 | 2010 Employee, Consultant and Advisor Stock Compensation Plan (incorporated by reference to Registration Statement on Form S-8 filed November 16, 2010) |
10.15 | Form on Stock Payment Agreement (incorporated by reference to Registration Statement on Form S-8 filed November 16, 2010) |
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10.16 | 2010 Stock Option Plan (incorporated by reference to Registration Statement on Form S-8 filed November 16, 2010) |
10.17 | Form of Stock Option Agreement (incorporated by reference to Registration Statement on Form S-8 filed November 16, 2010) |
10.18 | Amendment to Amendment to Lease dated March 24, 2011 |
10.19** | Employment Agreement of Allan Breitkreuz dated January 1, 2011 |
14 | Code of Business Conduct and Ethics (incorporated by reference to the Form 10 Registration Statement filed August 17, 2009) |
11*** | Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends |
21** | Subsidiaries of Registrant |
31.1** | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 |
31.2** | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 |
32.1** | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
*
Filed herewith.
**
Filed with original Form 10-K filed March 25, 2011.
***
Included within financial statements.
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, hereunto duly authorized.
SILVER FALCON MINING, INC. | |
Dated: November 29, 2011 | /s/ Pierre Quilliam |
Pierre Quilliam, Chief Executive Officer (principal executive officer) |
Date: November 29, 2011 | /s/ Thomas C. Ridenour |
By: Thomas Ridenour, Chief Financial Officer (principal financial and accounting officer) |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and on the dates indicated.
Dated: November 29, 2011 | /s/ Pierre Quilliam |
Pierre Quilliam, Chairman and Chief Executive Officer | |
Dated: November 29, 2011 | /s/ Lewis Georges |
Lewis Georges, Director | |
Dated: November 29, 2011 | /s/ Denise Quilliam |
Denise Quilliam, Director and Secretary | |
Dated: November 29, 2011 | /s/ Christian Quilliam |
Christian Quilliam, Chief Operating Officer and Director | |
Dated: November 29, 2011 | /s/ Thomas Ridenour |
Thomas Ridenour, Director and Chief Financial Officer | |
Dated: November 29, 2011 | /s/ Lewis Georges |
Lewis Georges, Director | |
Dated: November 29, 2011 | /s/ D. Roger Scammell |
D. Roger Scammell, President and Director |
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Exhibit 10.18
AMENDMENT TO
AMENDMENT TO LEASE
THIS AMENDMENT TO AMENDMENT TO LEASE is made as the 24th day of March 2011, to be effective as of October 1, 2010, by and between Goldland Holdings, Co. (“Lessor”) and Silver Falcon Mining, Inc. (“Lessee”).
WHEREAS, the Lessor and Lessee entered into a Lease dated October 11, 2007 (the “Lease”) with respect to any and all land owned by Lessor on War Eagle Mountain, Idaho.
WHEREAS, the Lessor and Lessee previously agreed to extend the date for commencement of annual rent payments by twelve months from July 1, 2009 to July 1, 2010, and to extend the term of the Lease for an equal amount of time;
WHEREAS, the Lessor and Lessee previously agreed to further amend the Lease to provide for the deferral of annual lease payments for the period from November 2010 to December 2011, and for the extension of the term of the Lease for an additional fourteen months, but meant to make the deferral from October 2010 to December 2011, and to extent the term of the Lease for an additional fifteen months, and are executing this amendment to correct the prior amendment;
NOW THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, the undersigned, intending to be legally bound, agree as follows:
1.
Amendment. Paragraph 4 of the Lease is hereby amended to provide that annual lease payments called for therein shall be deferred for the period from October 2010 to December 2011. Paragraph 2 of the Lease is hereby amended to provide that the initial term is extended by fifteen months, to July 1, 2025.
2.
Other Payments. The parties agree that the Lessee shall remain liable to the Lessee for royalty payments and the nonaccountable fee during the period in which annual lease payments are deferred pursuant to paragraph 1 herein.
3.
Defined Terms. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings given such terms in the Operating Agreement.
4.
Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Florida.
5.
Severability. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
6.
No Other Amendment or Waiver. Except for the amendment set forth above, the text of the Lease shall remain unchanged and in full force and effect. Except as set forth herein, the amendments agreed to herein shall not constitute a modification of the Lease or a course of
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dealing with respect to the Lease such as to require further notice by the parties to require strict compliance with the terms of the Lease in the future.
7.
Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
LESSOR: GOLDCORP HOLDINGS CO. ______________________________ By: ________________________ Its: Chief Executive Officer | LESSEE: SILVER FALCON MINING, INC. ______________________________ By: ________________________ Its: Chief Executive Officer |
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