**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

(Amendment No. 1)

 

**(Mark One)**
| **[X]** | **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------|------------------------------------------------------------------------------------|

 

For the Fiscal Year Ended **January 31, 2019**

 
| **[  ]** | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------------|----------------------------------------------------------------------------------------|

 

For the transition period from _______________ to ________________  

 

Commission File Number **000-52055**

 

**RED METAL RESOURCES LTD.**

(Exact name of registrant as specified in its charter)

 
| **Nevada**                                                      |   | **20-2138504**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

**278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8**

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: **(807) 345-7384**

 

Securities registered pursuant to Section 12(b) of the Act:

 
| **Title of each class** |   | **Name of each exchange on**

**which each is registered** |
|-------------------------|--------|------------------------------------------------------------|
| N/A                     |   | N/A                                                        |

 

Securities registered pursuant to Section 12(g) of the Act:  **Common Stock, $0.001 par value**

 

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 Act.  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 (§ 229.405 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 [  ]

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Indicate by check mark if disclosure of delinquent filers pursuant 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, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer [  ]           |   | Accelerated filer [  ]       |
|---------------------------------------------|--------|-----------------------------------|
| Non-accelerated filer [  ]             |   | Smaller reporting company [X]     |
| (Do not check if smaller reporting company) |   | Emerging growth company [  ] |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange 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.  As of July 31, 2018, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and ask price of the common equity was $1,216,315.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May 16, 2019, was 37,504,588.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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**EXPLANATORY NOTE**
 

The purpose of this Amendment No. 1 to Red Metal Resources Ltd.’s Annual Report on Form 10-K for the annual period ended January 31, 2019, originally filed with the Securities and Exchange Commission on May 16, 2019, is to correct the number of shares beneficially owned by Richard Jeffs as of as of May 14, 2019, which was disclosed as part of Table 21: Security ownership.

 

No other changes have been made to the Form 10-K and, other than as set forth in this Amendment No. 1, the information contained in the Original Filing remains unchanged. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also includes updated certifications by our Chief Executive Officer and our Chief Financial Officer. This Amendment No. 1 speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any other disclosures made in the original filing of the Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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**ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

Table 21 presents, as of May 14, 2019, information regarding the beneficial ownership of our common stock with respect to each of our executive officers, each of our directors, each person known by us to own beneficially more than 5% of the common stock, and all of our directors and executive officers as a group. Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over securities. Each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. As of May 14, 2019, there were 37,504,588 shares of our common stock issued and outstanding.

 

Table 21: Security ownership

**Class of security**

**Name and address of beneficial owner**

**Number of shares**

**beneficially owned**

**Percentage of**

**common stock**

**Security Ownership of Management**

 

 

Common stock

Caitlin Jeffs

1158 Russell Street, Unit D,

Thunder Bay, ON P7B 5N2

1,691,909

4.51%

Common stock

Michael Thompson

1158 Russell Street, Unit D,

Thunder Bay, ON P7B 5N2

86,191

0.23%

Common stock

Fladgate Exploration Consulting Corp.(a)

1158 Russell Street, Unit D,

Thunder Bay, ON P7B 5N2

330,087

0.88%

Common stock

Joao (John) da Costa

789 West Pender Street, Unit 810

Vancouver, BC V6C 1H2

743,691

1.98%

Common stock

Jeffrey Cocks

2543 Nuttal Drive

Nanoose Bay, BC V9P 9B4

Nil

Nil

Common stock

Cody McFarlane

Punta Nogales 1324, House 19

Santiago, Chile

Nil

Nil

 

All officers and directors as a group

2,851,878

7.60%

**Security Ownership of Certain Beneficial Owners (more than 5%)**

 

Common stock

Diane Bjola(b)

85 Norquay Rd.

Victoria, BC V9B 1V1

5,000,000

12.50%

Common stock

Richard  N. Jeffs

11750 Fairtide Road

Ladysmith, BC V9G 1K5

7,716,184

20.57%

Common stock

Robert Andjelic

PO Box 69

Millarville, AB T0L 1K0

2,500,000

6.67%

(a)Fladgate Exploration Consulting Corporation is controlled by Caitlin Jeffs and Michael Thompson. 
(b)5,000,000 shares listed as being beneficially held by Mrs. Bjola include warrants to purchase up to 2,500,000 shares of our common stock at an exercise price of $0.1875 per share, subject to acceleration right as more fully described in the Recent Issuances of Unregistered Securities section under Item 5 of this Annual Report. 

 

 

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**ITEM 15: EXHIBITS**
 
**Exhibit**

**Description**

31.1

Certification pursuant to Rule 13a-14(a) and 15d-14(a)

31.2

Certification pursuant to Rule 13a-14(a) and 15d-14(a)

32.1

Certification pursuant to Section 1350 of Title 18 of the United States Code

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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**SIGNATURES**
 

Pursuant to the requirements 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.

 

Dated: July 18, 2019

 

 

 

**RED METAL RESOURCES LTD.**

 

 

 

 

 

 

 

 

By:

***/s/ Caitlin Jeffs***

 

 

 

 

Caitlin Jeffs, Chief Executive Officer (Principal Executive Officer), and President 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

***/s/ Joao (John) da Costa***

 

 

 

 

Joao (John) da Costa, Chief Financial Officer (Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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