UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJune 30, 2012
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File Number000-31503
EDEN ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Nevada | N/A |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| Suite 1660 – 1055 West Hastings St, Vancouver, British Columbia | V6E 2E9 |
| (Address of principal executive offices) | (Zip Code) |
604-568-4700
(Registrant’s telephone number, including area code)
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 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 [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 Exchange Act
[ ] 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 [ ]NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
6,629,528 common shares issued and outstanding as of August 17, 2012
EXPLANATORY NOTE
Our company is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our quarterly report on Form 10-Q for the period ended June 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 20, 2012 (the “Original Filing Date”), to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Schema |
| 101.CAL | XBRL Taxonomy Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Definition Linkbase |
| 101.LAB | XBRL Taxonomy Label Linkbase |
| 101.PRE | XBRL Taxonomy Presentation Linkbase |
This Amendment speaks as of the Original Filing Date, 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 Form 10-Q. No other changes have been made to the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as 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 and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
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Item 6. Exhibits
| Exhibit | Description |
| Number | |
| (3) | (i) Articles of Incorporation; and (ii) Bylaws |
| 3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB, filed on September 11, 2000). |
| 3.2 | Bylaws (incorporated by reference from our Registration Statement on Form 10-SB, filed on September 11, 2000). |
| 3.3 | Certificate of Amendment filed with the Secretary of State of Nevada on June 16, 2004 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 22, 2004). |
| 3.4 | Certificate of Amendment filed with the Secretary of State of Nevada on August 6, 2004 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 22, 2004). |
| 3.5 | Certificate of Change filed with the Secretary of State of Nevada on December 8, 2009 (incorporated by reference from our Current Report on Form 8-K filed on January 29, 2010). |
| 3.6 | Certificate of Amendment filed with the Secretary of State of Nevada on August 6, 2010 (incorporated by reference from our Current Report on Form 8-K filed on August 9, 2010). |
| 3.7 | Certificate of Change filed with the Secretary of State of Nevada on February 25, 2011 (incorporated by reference from our Current Report on Form 8-K filed on March 9, 2011). |
| (4) | Instruments defining rights of security holders, including indentures |
| 4.1 | 2004 Stock Option Plan (incorporated by reference from our Form S-8, filed on October 8, 2004). |
| 4.2 | Amended 2004 Stock Option Plan (incorporated by reference from our Current Report filed on Form 8-K filed on January 23, 2008) |
| (10) | Material Contracts |
| 10.1 | Participation Agreement with Merganser Limited (incorporated by reference from our Current Report on Form 8-K filed on November 10, 2005). |
| 10.2 | Joint Participating Agreement with Chamberlain Exploration Development and Research Stratigraphic Corporation dba Cedar Strat Corporation (incorporated by reference from our Current Report on Form 8-K filed on February 21, 2006).** |
| 10.3 | Amended Management Consulting Agreement dated February 28, 2006 and made effective February 1, 2006 with Donald Sharpe (incorporated by reference from our Current Report on Form 8-K filed on March 10, 2006). |
| 10.4 | Farmout and Option Agreement with Suncor dated March 7, 2006 (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006).** |
| 10.5 | Management Agreement with Freestone Energy LLC dated May 1, 2006 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2006). |
| 10.6 | Stock Option Agreement with Larry Kellison dated May 1, 2006 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2006). |
| 10.7 | Amended Management Consulting Agreement dated December 21, 2006 and made effective January 1, 2007 with D. Sharpe Management Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006). |
| 10.8 | Form of Stock Option Agreement with Donald Sharpe, John Martin and Larry Kellison (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006). |
| 10.9 | Form of Stock Option Agreement with Paul Mitchell, Kim Lloyd and Olga Bespalaja (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006). |
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| Exhibit | Description |
| Number | |
| 10.10 | Participation Agreement dated February 14, 2007 with Suncor Energy Inc., Grand Banks Energy Corporation and Dejour Energy (Alberta) Ltd. (incorporated by reference from our Current Report on Form 8-K filed on February 23, 2007). |
| 10.11 | Amended Management Consulting Agreement dated December 21, 2006 and made effective January 1, 2007 with Freestone Energy LLC (incorporated by reference from our Current Report on Form 8- K filed on February 23, 2007). |
| 10.12 | Form of Stock Option Agreement with Ralph Stensaker (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006). |
| 10.13 | Amended Management Consulting Agreement dated December 21, 2007 and made effective January 1, 2008 with D. Sharpe Management Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 28, 2007). |
| 10.14 | Amended Management Consulting Agreement dated December 21, 2007 and made effective January 1, 2008 with Larry Kellison. (incorporated by reference from our Current Report on Form 8-K filed on December 28, 2007). |
| 10.15 | Form of Note and Warrant Amendment Agreement dated January 17, 2008 (incorporated by reference from our Current Report on Form 8-K filed on January 23, 2008). |
| 10.16 | Form of Stock Option Agreement with Donald Sharpe, John Martin, Ralph Stensaker, Larry Kellison, Kim Lloyd, Olga Bespalaja and Paul Mitchell (incorporated by reference from our Current Report on Form 8-K filed on January 23, 2008). |
| 10.17 | Note and Warrant Amendment Agreement dated February 8, 2008 with RAB Special Situations (Master) Fund Limited (incorporated by reference from our Current Report on Form 8-K filed on February 14, 2008). |
| 10.18 | Form of Note and Warrant Amendment Agreement dated April 2, 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 4, 2008). |
| 10.19 | Executive Employment Agreement between our company and Larry Kellison executed July 18, 2008 and dated effective January 1, 2008 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2008). |
| 10.20 | First Amendment of Agent Operator Agreement 2008 (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2009). |
| 10.21 | Fourth Amendment of Drilling and Development Agreement (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2009). |
| 10.22 | Letter Agreement with En Cana Oil and Gas (USA) Inc (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2009). |
| 10.23 | Loan Agreement between Eden Energy Corp. and D Sharpe Management Inc., dated effective October 2, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on October 16, 2009). |
| 10.24 | General Security Agreement between Eden Energy Corp. and D Sharpe Management Inc., dated effective October 2, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on October 16, 2009). |
| 10.25 | Amending Agreement with D. Sharpe Management Inc. dated effective October 14, 2010 (incorporated by reference from our Current Report on Form 8-K filed on October 18, 2010). |
| 10.26 | Amending Agreement with D. Sharpe Management Inc. dated effective April 1, 2011 (incorporated by reference from our Current Report on Form 8-K filed on April 13, 2011). |
| 10.27 | Management and Consulting Agreement with KDC Services Inc. dated May 1, 2011 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 27, 2011). |
| 10.28 | 2011 Stock Option Plan (incorporated by reference form our Quarterly Report on Form 10-Q filed on August 15, 2011). |
4
| Exhibit | Description |
| Number | |
| (14) | Code of Ethics |
| 14.1 | Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on April 14, 2004). |
| 21 | Subsidiaries of the Registrant |
| 21.1 | Frontier Exploration Ltd., a Nevada corporation |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications |
| 31.1* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe |
| (32) | Section 1350 Certifications |
| 32.1* | Section 906 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe |
| 101*** | Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2011 furnishedin XBRL). |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
** Certain parts of this document have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and are subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
*** Furnished herewith.Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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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.
| EDEN ENERGY CORP. | |
| (Registrant) | |
| Dated: August 21, 2012 | /s/ Donald Sharpe |
| Donald Sharpe | |
| President and Director | |
| (Principal Executive Officer) |
