UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 3)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the fiscal year ended October 31, 2010 |
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
| | | For the transition period from _________ to ________ |
| | | Commission file number: 000-53999 |
| Rider Exploration, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 26-1094531 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 955 South Virginia Ste. 116, Reno, NV 89502 | 89502 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: 775-284-0370 |
| Securities registered under Section 12(b) of the Exchange Act: |
| Title of each class | Name of each exchange on which registered |
| none | not applicable |
| Securities registered under Section 12(g) of the Exchange Act: |
| Title of each class | |
| 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 o 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 o No x
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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. Yes x No o
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. Yes x No o
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 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 o
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: $31,680
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 38,582,400 as of March 29, 2011.
EXPLANATORY NOTE
This Amendment No. 3 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2010, as filed with the Securities and Exchange Commission ("SEC") on January 20, 2011, as amended by Amendment No. 1 to Form 10-K as filed with the SEC on January 26, 2011 and Amendment No. 2 to Form 10-K as filed with the SEC on February 28, 2011, is being filed in response to comments issued by the SEC and to clarify certain prior disclosures. This Form 10-K/A contains changes to Part III - Item 10.
In accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, currently dated certifications of the Company’s principal executive officer and principal financial officer are attached to this Form 10-K/A as Exhibits 31.1, 31.2, and 32.1.
Except for the foregoing amended information, the Company has not updated the disclosures contained in the original Form 10-K, as amended, to reflect events that have occurred subsequent to the filing date of the original Form10-K, as amended. Accordingly, this Form 10-K/A should be read in conjunction with the original Form 10-K, as amended, and our subsequent filings with the SEC.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following information sets forth the names of our current directors and executive officers, their ages as of October 31, 2010 and their present positions.
| Name | Age | Position Held with the Company |
| Steve Friberg | 67 | President, Chief Executive Officer, Chief Financial Officer and Director |
| Dan Decker | 59 | Treasurer, Secretary and Director |
Set forth below is a brief description of the background and business experience of executive officers and directors.
Steve Friberg. Since May 17, 2007, Mr. Friberg has been the Company’s President, Chief Executive and Chief Financial Officers, and a director. Currently, Mr. Friberg is a part-time employee of the Company and devotes approximately 10% of his professional time to his duties for the Company. Mr. Friberg has been self-employed as an independent consulting geologist since 1981 to 2007. Additionally, since 2007 to the present, Mr. Friberg has served as Vice President of Exploration of Rae Wallace Mining Co. As President, CEO and CFO, Mr. Friberg is responsible for the day-to-day management of the Company and for the continued strategic evolution of its mineral exploration and development programs.
Dan Decker. Since May 22, 2007 Mr. Decker has been the Company Secretary, Treasurer and a director. Currently, Mr. Decker is a part-time employee of the Company and devotes approximately 10% of his professional time to his Company duties. As Secretary and Treasurer, he is responsible for all Company administrative functions and corporate filings. Mr. Decker has been self-employed as an author, theatrical producer and lecturer since 1992 to the present. Additionally, since 2008 to the present, Mr. Decker has been president of Dan Decker Theatricals, a non-profit theater company.
Director Qualifications
The following specific experience, qualifications, attributes, or skills of our two directors led the Company to the conclusion that each respective director should serve as a director in light of our business and structure:
Mr. Friberg is qualified to be a Company director because he has worked in the mining business as a professional geologist for 30 years and thus brings industry experience to our Board. Additionally, Mr. Friberg has been an officer of the Rae Wallace Mining Co. since 2007 and thus brings officer level corporate governance and management to our Board.
Mr. Decker is qualified to be a Company director because he has managed his own business successfully and thus brings management, organizational, operational and administrative experience to our Board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or federal commodities law, and the judgment has not been reversed, suspended or vacated. (5) being the subject of, or party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating an alleged violation of (i) any federal or state securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanant injunction, order or disgorgement or restitution, civil money penalty or temporary or permanant cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud in connection with any business entity; or (6) being the subject of, or a prty to, any sanction or order, nit subequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.
Audit Committee
We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and
Code of Ethics
As of October 31, 2010, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
PART IV
Item 15. Exhibits, Financial Statements Schedules
Exhibit
Number | Description |
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | RIDER EXPLORATION, INC. | |
| | | | |
| | | | |
| | By: | /s/ Steve Friberg | |
| | | Steve Friberg | |
| | | President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director | |
| | | Aprl 1, 2011 | |
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| By: | /s/ Dan Decker | | By: | /s/ Steve Friberg | |
| | Dan Decker | | | Steve Friberg | |
| | Secretary, Treasurer and Director | | | President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and Director | |
| | | | | | |
