UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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| þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
OR
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| o | | 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 001-08521
Oceanic Exploration Company
(Exact name of registrant as specified in its charter)
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| Delaware | | 84-0591071 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
7800 East Dorado Place, Suite 250
Englewood, CO 80111
(Address of principal executive offices)
Registrant’s telephone number, including area code:(303) 220-8330
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 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). Yeso Noo
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filero | | Accelerated filero | | Non-accelerated filero | | Smaller Reporting Companyþ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
The total number of shares of the registrant’s common stock outstanding as of May 15, 2009 was 59,688,881 shares.
EXPLANATORY NOTE
This form 10-Q/A is being filed to amend and restate the certifications by Oceanic’s principal executive officer and principal financial officer filed as exhibits under Part II of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, which was filed with the Securities and Exchange Commission on May 15, 2009 by Oceanic Exploration Company.
For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the Exchange Act, Exhibits 31.1 and 31.2 of the March 31, 2009 10-Q have been amended and restated in their entirety. No attempt has been made in this Form 10-Q/A to modify or update other disclosures as presented in the original March 31, 2009 10-Q.
PART II
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
| (a) | | Exhibits filed herewith are listed below and attached to this report. The ‘Exhibit Number’ refers to the Exhibit Table in Item 601 of Regulation S-K. |
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| Exhibit Number | | Name of Exhibit |
| | 31.1 | | | Rule 13a-14(a) Certification of Principal Executive Officer |
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| | 31.2 | | | Rule 13a-14(a) Certification of Chief Financial Officer |
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| | 32.1 | | | Rule 13a-14(b) Certification of Officers |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | Oceanic Exploration Company
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| Date: June 12, 2009 | /s/ Stephen M. Duncan | |
| | Stephen M. Duncan — President | |
| | | |
| Date: June 12, 2009 | /s/ Lori A. Brundage | |
| | Lori A. Brundage — Chief Financial Officer | |
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