UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended June 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_________



Commission File Number 0-6877



SANTA FE FINANCIAL CORPORATION

(Exact name of registrant as specified in
its charter)



|NEVADA                          | 95-2452529         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|Incorporation or organization)  | Identification No.)



10940 Wilshire Blvd., Suite 2150, Los Angeles,
California 90024

(Address of principal executive offices)(Zip
Code)



(310) 889-2500

(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, $.10 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 x No



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act.

 ̈ Yes x 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.

x Yes  ̈ No



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 (Section 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  ̈ No



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 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 amendments 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.



|Large accelerated filer  ̈ | Accelerated filer  ̈        
|------------------------- | ---------------------------
|                          |                            
|Non-accelerated filer  ̈   | 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 x No



The aggregate market value of the Common Stock, no par value,
held by non-affiliates computed by reference to the average bid and asked price on December 31, 2010 (the last business day of
registrant’s most recently completed second fiscal quarter) was $3,276,490.



The number of shares outstanding of registrant’s Common
Stock, as of September 13, 2011, was 1,241,810





DOCUMENTS INCORPORATED BY REFERENCE: None



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EXPLANATORY NOTE



Santa Fe Financial Corporation (“Santa
Fe” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its Annual
Report on Form 10-K for the fiscal year ended June 30, 2011, which was originally filed on September 22, 2011 (the “Original
Filing”) for the sole purpose of filing two exhibits (Exhibits 10.3 and 10.4) that were not included with the Original Filing
and to revise the description and index of exhibits included Part IV, Item 15 (Exhibits, Financial Statement Schedules). New certifications
from our Principal Executive Officer and Principal Financial Officer are also included as Exhibits 31.1, 31.2, 32.1 and 32.2 to
this Form 10-K/A.



Except as described above, no other changes
have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing and we have
not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the date of the Original
Filing. Accordingly, this Amendment must be read in conjunction with the Company’s other filings made with the Securities
and Exchange Commission subsequent to the filing of the Original Filing, including amendments to those filings, if any.







PART IV



Item 15. Exhibits, Financial Statement Schedules.



(a)(1) Financial Statements



The following financial statements of the
Company are included in Part II, Item 8 of this Report at

pages 21 through 43:



Report of Independent Registered Public
Accounting Firm



Consolidated Balance Sheets - June 30, 2011
and 2010



Consolidated Statements of Operations for
Years Ended June 30, 2011 and 2010



Consolidated Statements of Shareholders’
Equity (Deficit) for Years Ended June 30, 2011 and 2010



Consolidated Statements of Cash Flows for
Years Ended June 30, 2011 and 2010



Notes to the Consolidated Financial Statements





(a)(2) Financial Statement Schedules



All other schedules for which provision
is made in Regulation S-X have been omitted because they

are not required or are not applicable or
the required information is shown in the consolidated

financial statements or notes to the consolidated
financial statements.







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(a)(3) Exhibits



Set forth below is an index of applicable exhibits filed with
this report according to exhibit table number.



|Exhibit Number |  | Description                                                                                                                                                                                                                                                                          
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                      
|3.(i)          |  | Articles of Incorporation (Restated Articles of Incorporation, dated August 12, 1997, are incorporated by reference to the Company’s Form 10-KSB for the year ended December 31, 1997, as filed with the Commission on March 31, 1998.                                               
|               |  |                                                                                                                                                                                                                                                                                      
|3.(ii)         |  | Bylaws (as amended February 15, 2000) incorporated by reference to the Company’s Form 10-KSB for the year ended December 31, 1999, as filed with the Commission on March 29, 2000).                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                      
|4.*            |  | Instruments defining the rights of security holders including indentures (See Articles of Incorporation and Bylaws)*                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                                                                      
|10.            |  | Material Contracts:                                                                                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                      
|10.1           |  | Amended and Restated Agreement of Limited Partnership of Justice Investors, effective November 30, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Report for the quarterly period ended December 31, 2010, filed with the Commission on February 11, 2011).
|               |  |                                                                                                                                                                                                                                                                                      
|10.2           |  | General Partner Compensation Agreement, dated December 1, 2008 (incorporated by reference to Exhibit 10.2 to Company’s Form 10-Q Report for the quarterly period ended December 31, 2008, filed with the Commission on February 12, 2009).                                           
|               |  |                                                                                                                                                                                                                                                                                      
|10.3**         |  | Franchise License Agreement, dated December 10, 2004, between Justice Investors and Hilton Hotels (filed herewith)                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                      
|10.4**         |  | Management Agreement, dated February 2, 2007, between Justice Investors and Prism Hospitality, L.P. (filed herewith)                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                                                                      
|14.***         |  | Code of Ethics                                                                                                                                                                                                                                                                       
|               |  |                                                                                                                                                                                                                                                                                      
|21.***         |  | Subsidiaries                                                                                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                      
|31.1**         |  | Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).                                                                                                                                                                       
|               |  |                                                                                                                                                                                                                                                                                      
|31.2**         |  | Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).                                                                                                                                                                       
|               |  |                                                                                                                                                                                                                                                                                      
|32.1**         |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                     
|               |  |                                                                                                                                                                                                                                                                                      
|32.2**         |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                     



* All exhibits marked by one asterisk have been previously filed
with other documents, including Registrant's Form 10 filed on October 27, 1967, and subsequent filings on Forms 8-K, 10-K, 10-KSB,
10-Q and 10-QSB, which are incorporated herein by reference.



** Filed herewith.



*** Previously filed with Original Form 10-K.

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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.





|                      | SANTA FE FINANCIAL CORPORATION
|--------------------- | ------------------------------
|                      | (Registrant)                  
|                      |                               
|                      |                               
|Date: August 24, 2012 | By:                           
|                      |                               
|                      |                               
|                      |                               









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