20-F/A 1 form20fa.htm FORM 20F/A form20fa.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F/A
Amendment No. 1

[   ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
                                                                                                                                                                                                                        OR
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
For the fiscal year ended April 30, 2011 (with other information to November 1, 2011, except where noted)
 
                                                                                                                                                                                                                        OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
                                                                                                                                                                                                                                        OR
[   ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report:
   
 
For the transition period from __________________________ to ___________________________

005-84005
(Commission file number)

COASTAL PACIFIC MINING CORP.
(Exact name of Registrant as specified in its charter)

Alberta, Canada
(Jurisdiction of incorporation or organization)

927 Drury Avenue NE, Calgary, Alberta T2E 0M3
(Address of principal executive offices)

J. Bucci, 927 Drury Avenue NE, Calgary, Alberta T2E 0M3
Telephone: (403) 612-3001, Facsimile: (403) 313-5449
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class
 
None
  
Name of each exchange on which registered
 
Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares without Par Value
(Title of Class)


 
1
 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s capital or common stock as of the close of the period covered by the annual report.

226,976,985 shares of common stock as at April 30, 2011

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]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 
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 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.

 
Yes [X]  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 [X]  No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP
[X]
International Financial Reporting Standards as issued  by the International Accounting Standards Board
[  ]
Other
[  ]

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 
Item 17 [  ]   Item 18 [  ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 
Yes [  ]  No [X]
 
 
2
 


EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report on Form 20-F of Coastal Pacific Mining Corp. for the fiscal year ended April 30, 2011, filed with the Securities and Exchange Commission on November 15, 2011 (the “Form 20-F”), is solely to furnish Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 20-F formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 20-F. This Amendment No. 1 to the Form 20-F speaks as of the original filing date of the Form 20-F, 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 20-F.

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.

 
3
 

ITEM 19.                      EXHIBITS

Number
Description
  
3.1
Articles of Incorporation
Incorporated by reference to the  Exhibits filed with the Company’s Form F-1 filed with the SEC on August 27, 2007
3.2
Bylaws
Incorporated by reference to the Exhibits filed with the  Company’s Form F-1 filed with the SEC on August 27, 2007
4.1
Form of Securities Purchase Agreement
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on November 5, 2010
4.2
Form of Registration Rights Agreement
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on November 5, 2010
4.3
Form of Convertible Note
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on November 5, 2010
4.4
Form of Class A Warrant
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on November 5, 2010
4.5
Form of Class B Warrant
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on November 5, 2010
10.1
Management Services Agreement by and between the Company and Ox Financial Corp. dated November 1, 2008
Incorporated by reference to the Exhibits filed with the Company’s Form 20-F filed with the SEC on July 29, 2009
10.2
Joint Venture/Option Agreement dated May 27, 2009 by and between the Company and Warrior Ventures
Incorporated by reference to the Exhibits filed with the Company’s Form 20-F filed with the SEC on July 29, 2009
10.3
Option Agreement between the Company and Trio Gold Corp. dated May 15, 2009
Incorporated by reference to the Exhibits filed with the Company’s Form 20-F filed with the SEC on July 29, 2009
10.4
Coastal Pacific Mining Corp. 2009 Stock Option and Stock Award Plan dated June 10, 2009.
Incorporated by reference to the Exhibits filed with the Company’s Form 20-F filed with the SEC on November 15, 2011
10.5
Extended Option Agreement dated July 15, 2009, between the Company and Trio Gold Corp.
Incorporated by reference to the Exhibits filed with the Company’s Form 20-F filed with the SEC on July 29, 2009

 
4
 

10.6
Hotstone Property Option Agreement between the Company and David L. Gibson dated October 6, 2010
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on October 19, 2010.
10.7
Santa Rita mining concessions Option Agreement between the Company and Hans Peter Flueck dated October 30, 2010
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on November 1, 2010.
10.8
Drawdown Equity Finance Agreement dated January 14, 2011between the Company and Auctus Private Equity Fund, LLC
Incorporated by reference to the Exhibits filed with the Company’s Form F-1 filed with the SEC on March 21, 2011.
10.9
Registration Rights Agreement dated January 14, 2011 between the Company and Auctus Private Equity Fund, LLC
Incorporated by reference to the Exhibits filed with the Company’s Form F-1 filed with the SEC on March 21, 2011.
10.10
Amended Hotstone Property Agreement dated March 29, 2012
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on November 1, 2010
10.11
Amended Santa Rita option agreement dated May 16, 2011
Incorporated by reference to the Exhibits filed with the Company’s Form 6-K filed with the SEC on May 25, 2011
10.12
Assignment agreement between the Company and Plata Litoral Inc. for the Santa Rita Claims
Incorporated by reference to the Exhibits filed with the Company’s Form 20-F filed with the SEC on November 15, 2011.
10.13
Mining and production agreement between the Company, Hans Peter Flueck, Plata Litoral Inc. Royal Sovereign Internationale, Minera Rimpago Company Limited Peru S.A.C. and Rimpago Company Ltd.
Incorporated by reference to the Exhibits filed with the Company’s Form 20-F filed with the SEC on November 15, 2011.
12.1
Certification required by Rule 13a-14(a) or Rule 15d-14(a) – Chief Executive Officer.
Filed herewith
12.2
Certification required by Rule 13a-14(a) or Rule 15d-14(a) – Principal Financial Officer
Filed herewith
13.1
Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States code (18 U.S.C. 1350) – Chief Executive Officer and Principal Financial Officer
Filed herewith


 
5
 

SIGNATURES

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


COASTAL PACIFIC MINING CORP.
By:
 /s/Joseph Bucci
 
Name:
Joseph Bucci
Title:
CEO, President, Chief Financial Officer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

Date:   December 7, 2011

 
6