UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment No. 1)
(Mark One)
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| þ | | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2005
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| o | | Transition Report Under Section 13 or 15(d) of the Exchange Act |
For the transition period from to .
Commission file number 0-6540.
Oceanic Exploration Company
(Exact name of small business issuer as specified in its charter)
| | | |
Delaware
(State or other jurisdiction of
incorporation or organization) | | 84-0591071
(I.R.S. Employer
Identification No.) |
7800 East Dorado Place, Suite 250, Englewood, CO 80111
(Address of principal executive offices)
(303) 220-8330
(Issuer’s telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
| | | |
Shares outstanding at
May 12, 2005
40,688,881 | | Common $.0625 Par Value |
| | | |
| Transitional Small Business Disclosure Format (Check One) | | YESo NOx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
EXPLANATORY NOTE
This Form 10-QSB/A is being filed to amend and restate Item 3 of the Quarterly Report on Form 10-QSB for the fiscal period ended March 31, 2005 (“March 10-Q”), which was filed with the Securities and Exchange Commission on May 12, 2005 by Oceanic Exploration Company (the “Company”). In addition, new certifications by the Company’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-QSB/A under Part III hereof.
For purposes of this Form 10-QSB/A, and in accordance with Rule 12b-15 under the Exchange Act, Items 3 and 6 of the March 10-Q have been amended and restated in their entirety. No attempt has been made in this Form 10-QSB/A to modify or update other disclosures as presented in the original March 10-Q.
PART I — FINANCIAL INFORMATION
ITEM 3.CONTROLS AND PROCEDURES
At the end of the period covered by this report, the President and the Chief Financial Officer carried out an evaluation, which included inquiries made to certain other of our employees, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.
Based upon that evaluation, the President and the Chief Financial Officer have concluded that the design and operation of the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
There has been no change in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
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-B. |
| | | |
| Exhibit Number | | Name of Exhibit |
| 31.1 | | Rule 13a-14(A) Certification of Chief Executive Officer |
| 31.2 | | Rule 13a-14(A) Certification of Chief Financial Officer |
| 32.1 | | Rule 13a4-14(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
| |
| Date:August 23, 2005 | /s/ Charles N. Haas | |
| | Charles N. Haas - President | |
| | | |
| | | | | |
| | | |
| Date:August 23, 2005 | /s/ Courtney Cowgill | |
| | Courtney Cowgill - Chief Financial Officer | |
| | | |
| |
EXHIBIT INDEX
| | | |
| Exhibit Number | | Name of Exhibit |
| 31.1 | | Rule 13a-14(A) Certification of Chief Executive Officer |
| 31.2 | | Rule 13a-14(A) Certification of Chief Financial Officer |
| 32.1 | | Rule 13a4-14(b) Certification of Officers |
