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 Ended September 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: 000-53972
MESA ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 98-0506246 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5220 Spring Valley Road, Suite 525
Dallas, Texas 75254
(Address of principal executive offices) (zip code)
(972) 490-9595
(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. Yesx 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). Yesx 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¨ | Accelerated filer¨ |
| Non-accelerated filer¨ | Smaller reporting companyx |
| (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). Yes ¨ No x.
As of February 14, 2012, there were 79,531,324 shares of the registrant’s common stock outstanding.
MESA ENERGY HOLDINGS, INC.
EXPLANATORY NOTE
This Amendment No. 1 to Mesa Energy Holdings, Inc.’s (the Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2011 (“Form 10-Q”), as filed with the Securities and Exchange Commission on February 14, 2012, is being filed solely to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 to Form 10-Q furnishes the following items in eXtensible Business Reporting Language: (i) the Company’s consolidated balance sheets as of September 30, 2011 and December 31, 2010 (unaudited), (ii) the Company’s consolidated statements of operations for the three and nine months ended September 30, 2011 and 2010 (unaudited), (iii) the Company’s consolidated statement in changes in members’ and stockholders’ equity (deficit) for the period from December 31, 2010 to September 30, 2011 (unaudited), (iv) the Company’s consolidated statements of cash flows for the nine months ended September 30, 2011 and 2010 (unaudited), and (v) the notes to the Company’s consolidated financial statements (unaudited).
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above. This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
Item 6. Exhibits
| 31.01 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.02 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.01 | Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
| 32.02 | Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 101 INS | XBRL Instance Document |
| 101 SCH | XBRL Schema Document |
| 101 CAL | XBRL Calculation Linkbase Document |
| 101 LAB | XBRL Labels Linkbase Document |
| 101 PRE | XBRL Presentation Linkbase Document |
| 101 DEF | XBRL Definition Linkbase Document |
| * | Previously filed.
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. |
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.
| MESA ENERGY HOLDINGS, INC. | |||
| Date: February 15, 2012 | By: | /s/ RANDY M. GRIFFIN | |
| Randy M. Griffin | |||
| Chief Executive Officer (Principal Executive Officer) | |||
