UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 001-35539
New Source Energy Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 45-2735455 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
914 North Broadway Avenue,
Suite 230
Oklahoma City, OK 73102
(Address of principal executive offices, including Zip Code)
(405) 272-3028
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. Yes ¨ No x
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 x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 company x | |||
| (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 May 31, 2012, the registrant had 24,257,500 shares of common stock, par value $0.001 per share, issued and outstanding.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. For implications of our status as an emerging growth company, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report.
Explanatory Note
The sole purpose of this Amendment No. 1 (this “Amendment”) to New Source Energy Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on June 22, 2012, is to furnish the interactive data files as Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation ST.
Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, the interactive data files included as Exhibit 101 to the Form 10-Q 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 Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
No other changes have been made to the Form 10-Q for the period ended March 31, 2012, other than the furnishing of Exhibit 101. This Amendment 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 |
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||
Exhibit | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | Furnished Herewith | |||||||
| 3.1 | Certificate of Incorporation of New Source Energy Corporation | S-1 | 333-176548 | 3.1 | 08/30/2011 | |||||||||
| 3.2 | Bylaws of New Source Energy Corporation | S-1 | 333-176548 | 3.2 | 08/30/2011 | |||||||||
| 4.1 | Registration Rights Agreement, dated as of August 12, 2011, among New Source Energy Corporation, the David J. Chernicky Trust, Deylau, LLC, Timothy R. and Robin L. Cargile, W.K. Chernicky, L.L.C., Okeanos, Inc., Tony McKaig, and Red Dragon, L.L.C. | S-1 | 333-176548 | 10.8 | 08/30/2011 | |||||||||
| 31.1 | Rule 15d-14(a) Certification of Chief Executive Officer | 10-Q | 001-35539 | 31.1 | 06/22/2012 | |||||||||
| 31.2 | Rule 15d-14(a) Certification of Chief Financial Officer | 10-Q | 001-35539 | 31.2 | 06/22/2012 | |||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350 | 10-Q | 001-35539 | 32.1 | 06/22/2012 | |||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350 | 10-Q | 001-35539 | 32.2 | 06/22/2012 | |||||||||
| 101.INS | XBRL Instance Document | X | ||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||
| 101.DEF | XBRL Taxonomy Extension Defintion Linkbase Document | X | ||||||||||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | X | ||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||
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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.
| NEW SOURCE ENERGY CORPORATION | ||||
| July 20, 2012 | /s/ Richard D. Finley | |||
| Richard D. Finley | ||||
| Chief Financial Officer | ||||
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