UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| þ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
OR
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number001-32145
CANARGO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 91-0881481 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
P.O. Box 291, St Peter Port, Guernsey, British Isles GY1 3RR
(Address of principal executive offices)
(Address of principal executive offices)
Registrant’s telephone number, including area code: +(44) 1481 729 980
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $0.10 per share | American Stock Exchange Oslo Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YESo NOþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YESo NOþ
Indicate by check mark whether the registrant: (1) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.o
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 filerþ Non-accelerated filero
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESo NOþ
The aggregate market value of the voting and non voting common equity held by-non-affiliates as of the most recently completed second fiscal quarter (June 30, 2006), based on the price at which the common equity was last sold on such date was approximately $163 million, based upon the last reported sales price of such stock on The American Stock Exchange on that date.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Common Stock, $0.10 par value, 238,470,390 shares outstanding as of 9 March, 2007.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement issued in connection with its 2007 Annual Meeting of Shareholders are incorporated by reference in Part III of this Report. Other documents incorporated by reference in this Report are listed in the Exhibit Index.
Explanatory Note
CanArgo Energy Corporation (the “Company”) is hereby amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Report”), solely to revise Exhibit 23(a) to extend the independent registered auditors’ consent to also include their opinion on management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting as of December 31, 2006.
This Amendment No. 1 to the Report continues to speak as of the date of the Report, and we have not updated the disclosures contained in this Amendment No. 1 to the Report to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of this Amendment No. 1 to the Report is not a representation that any statements contained in items of the Report other than that information being amended are true or complete as of any date subsequent to the date of the Report. The revision does not affect the remaining information set forth in the Report, the remaining portions of which have not been amended.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(B) Exhibits
Documents filed herewith are identified by a cross (†).
†23(a) Consent of L J Soldinger Associates, LLC, Independent Public Accountants.
†31(1) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of CanArgo Energy Corporation.
†31(2) Rule 13a-14(c)/15d-14(a) Certification of Chief Executive Officer of CanArgo Energy Corporation.
†32 Section 1350 Certifications.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CanArgo Energy Corporation
(Registrant)
(Registrant)
| By: | /s/ Jeffrey Wilkins | Date: March 15, 2007 | ||||
| (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ David Robson | Date: March 15, 2007 | ||||
| Chief Executive Officer and Director | ||||||
| (Principal Executive Officer) | ||||||
| By: | /s/ Vincent McDonnell | Date: March 15, 2007 | ||||
| Operating Officer, Chief Commercial Officer and Director | ||||||
| By: | /s/ Michael Ayre | Date: March 15, 2007 | ||||
| By: | /s/ Russell Hammond | Date: March 15, 2007 | ||||
| Russell Hammond, Director | ||||||
| By: | /s/ Nils N. Trulsvik | Date: March 15, 2007 | ||||
| Nils N. Trulsvik, Director |
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EXHIBIT INDEX
†23(a) Consent of L J Soldinger Associates, LLC, Independent Public Accountants.
†31(1) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of CanArgo Energy Corporation.
†31(2) Rule 13a-14(c)/15d-14(a) Certification of Chief Executive Officer of CanArgo Energy Corporation.
†32 Section 1350 Certifications.
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