UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
(Mark One)
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2007
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 001-32438
JMG Exploration, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Nevada |
| 20-1373949 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification Number) |
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180 South Lake Ave. Seventh Floor |
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Pasadena, California |
| 91101 |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code:
(626) 792-3842
Former name, former address and former fiscal year, if changed from last report.
Not applicable
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. Yesþ Noo
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. (Check one):
Large accelerated filero Accelerated filero Non-accelerated filerþ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
The number of shares outstanding of Registrant’s common stock, par value $0.01, as of May 11, 2007, was 5,188,409.
EXPLANATORY NOTE
Amendment No. 2 to the quarterly report on Form 10-Q/A (“Form 10-Q/A”) is filed to amend JMG Exploration’s quarterly report on Form 10-Q for the period ended March 31, 2007, which was originally filed on July 26, 2007 and amended on November 30, 2007.
This Amendment No. 2 expands the discussion of Controls and Procedures pursuant to comments received by the Department of Corporate Finance of the Securities and Exchange Commission.
We are also updating the Signature Page and certifications of our Chief Executive and Chief Financial Officers on Exhibits 31.1, 31.2 and 32.1 and 32.2.
This Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q, other than the restatement for the matter discussed above. Such events include, among others, the events described in the company’s current reports on Form 8-K filed and Forms 10-Q after the date of the Original Form 10-Q.
JMG Exploration, Inc.
Index to Form 10-Q Quarterly Report
to the Securities and Exchange Commission
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| Part I Financial Information |
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Item 4T | Controls and Procedures |
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| Part II Other Information |
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Item 6 | Exhibits |
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| Signatures |
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Item 4T. Controls and Procedures
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. Disclosure controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2007, management conducted an assessment of the effectiveness of the design and operation of the Company’s disclosure controls.Based on this assessment, management has determined that the Company’s disclosure controls as of March 31, 2007 were ineffective because of the material weakness discussed below.
The required certifications of our principal executive officer and principal financial officer are included as exhibits to this Quarterly Report. The disclosures set forth below contain information concerning the evaluation of our disclosure controls and procedures and changes in internal control over financial reporting referred to in those certifications. Those certifications should be read in conjunction with this section for a more complete understanding of the matters covered by the certifications.
A material weakness is a significant deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 2), or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
A material weakness was identified during the audit of our December 31, 2006 financial statements. Our current auditors, Hein & Associates LLP, informed us of their concern that there was a lack of personnel with sufficient knowledge of US generally accepted accounting principles and SEC reporting requirements to ensure proper and timely evaluation of the Company’s activities and transactions. To address this weakness, the Company engaged consultants to assist with the preparation of the financial statements and other accounting issues. The Company did not retain outside experts to review its disclosure controls and procedures or its internal controls and consequently, no reports or recommendations regarding our controls were requested or prepared.
We have retained a bookkeeper/controller part time in 2007 who is familiar with US generally accepted accounting principles to maintain our financial records and assist in our audit. She has a Bachelor’s degree in accounting and the total cost for her services during this quarter was approximately $13,880. Our financial consultant was a CPA with KPMG Peat Marwick for eight years and has been the Chief Financial Officer for three public companies. The cost of his 44.5 hours of service relative to financial reporting during this quarter was approximately $10,580.
The Company moved its center of operations from Calgary, Canada to Pasadena, California, USA during the fourth quarter of 2006. During the 2006 audit, the new auditors identified a material error in the December 31, 2005 financial statements and related quarterly reports. As a result of the restatement to the December 31, 2005 financial statements and related quarterly reports, JMG was unable to file its December 31, 2006 Form 10-K or its March 31, 2007 and June 30, 2007 Forms 10-Q by the dates required. We expect that JMG will continue to liquidate its operating properties and that future financial reporting requirements will continue to become less complex. Accordingly, no further action beyond what is stated above is considered necessary to address internal control weaknesses.
The September 30, 2007 Form 10-Q was also not filed by its due date as a result of an error discovered during the review process which required additional time to investigate and correct. The Company determined that an impairment in undeveloped land of $1,861,458 should have been reflected in the March 31, 2007 financial statements and accordingly amended the Forms 10-Q for March 31, 2007 and June 30, 2007. We expect that JMG will continue to liquidate its operating properties and that future financial reporting requirements will continue to become less complex. Accordingly, no further action beyond what is stated above is considered necessary to address internal control weaknesses.
Changes in Internal Control Over Financial Reporting
There was no change in JMG’s internal control over financial reporting during the first quarter of 2007 that has materially affected, or is reasonably likely to materially affect, JMG’s internal control over financial reporting.
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Item 6. Exhibits
(a)
Exhibitsrequired by Item 601 of Regulation S-K are as follows:
Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
Exhibit 32.1 – Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 – Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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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.
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| JMG Exploration, Inc |
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Date: August 6, 2008 |
| /s/ Joseph W. Skeehan |
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| Joseph W. Skeehan |
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| Chief Executive Officer, Chief Financial Officer, and President |
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