SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| Form 10-K/A1 |
| (Mark One) | |
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended April 30, 2008 |
| |
| 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 000-49870
Big Cat Energy Corporation
(Name of small business issuer in its charter)
| Nevada | 61-1500382 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
121 W. Merino St.
PO Box 500
Upton, WY 92730
(Address of principal executive offices)
(307) 468-9368
(Issuer’s telephone number)
Securities Registered Pursuant to Section 12(g) of the Act: Name of Each Exchange Title of Each Class on which Registered |
| Common Stock, $.0001 par value None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No
Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act þ Yes o No
Indicate by check mark whether the issuer (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. þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and no disclosure will 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. þ Yes o No
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 o | Accelerated filer o |
| |
Non-accelerated filer o | Smaller reporting company þ |
| (do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes þNo
State the aggregate market value of the voting and non-voting common equity held by non-affiliates: 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, $26,430,065
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 31,041,000 shares of common stock, $.0001 par value as of July 29, 2008
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) of the Securities Act of 1933 (“Securities Act”). 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
The Registrant hereby amends and restates in its entirety Item 9A(T) of form 10K for the fiscal year ended April 30, 2008, as follows:
ITEM 9A(T) – CONTROLS AND PROCEDURES
Based on an evaluation required by paragraph (b) of §240.13a–15 of the effectiveness of the registrant's disclosure controls and procedures (as defined in §240.13a–15(e)), the Company’s principal executive officer and principal financial officer concluded that, as of April 30, 2008, its disclosure controls and procedures are effective.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The framework used by management to evaluate the effectiveness of the registrant's internal control over financial reporting as required by paragraph (c) of §240.13a–15 is the COSO Internal Control – Integrated Framework. Based on management’s assessment, management concluded that the Company internal control over financial reporting is not effective as of April 30, 2008. The Company has a material weakness in its internal control over financial reporting in that it does not have a sufficient complement of personnel with appropriate training and experience to evaluate highly complex and/or unusual transactions under generally accepted accounting principles and Securities and Exchange Commission’s accounting interpretations. This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
There were no changes in the Company’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended April 30, 2008. A change in the Company’s internal control over financial reporting occurred during the quarter ended October 31, 2008, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, in that the Company determined in the event of the need to evaluate highly complex and/or unusual transactions under generally accepted accounting principles and the Securities and Exchange Commission’s accounting interpretations, management will consult with and rely upon outside experts in accounting. The Company has retained an outside consultant who will review the Company’s regulatory filings and advise the Company on its compliance with current SEC and GAAP requirements.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 4th day of May, 2009.
BIG CAT ENERGY CORPORATION
BY: TIMOTHY BARRITT
Timothy Barritt, President and Principal
Executive Officer
BY: RICHARD G. STIFEL
Richard G. Stifel, Principal Accounting Officer
and Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.
| Signature | Title | Date |
| |
| |
| TIMOTHY BARRITT | President, Principal Executive Officer, | May 4, 2009 |
| Timothy Barritt | and a member of the Board of Directors | |
| |
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| ______________________________ | Chief Operations Officer, and | May 4, 2009 |
| Raymond Murphy | a member of the Board of Directors | |
| |
| |
| RICHARD G. STOCKDALE | Vice President, and a member of the | May 4, 2009 |
| Richard G. Stockdale | Board of Directors | |
| |
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| CHARLES W. PECK | Director | May 4, 2009 |
| Charles W. Peck | | |
| |
| |
| ______________________________ | Director | May 4, 2009 |
| George L. Hampton, III | | |
