U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended September 30, 2015
OR
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period ended: __________________
Commission file number: 000-17325
(Exact name of registrant as specified in its charter)
| Colorado | 88-0218499 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 5444 Westheimer Road, Suite 1440, Houston, Texas | 77056 | |
| (Address of Principal Executive Office) | (Zip Code) |
713-626-4700
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: common stock
Check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Check if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Check if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 ☒ No ☐
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will 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. ☐
Check if the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.
Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒
Check if the registrant is a shell company. Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant on November 30, 2015 was $3,286,679.
On November 30, 2015, the registrant had 2,987,889,806 shares of common stock issued and outstanding.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended September 30, 2015 (the “Original Filing”), originally filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2015 (the “Original Filing Date”), solely to correct the omission of the Extensible Business Reporting Language (XBRL) files to be included in the Original Filing. This Amendment contains only the cover page to this Amendment, this Explanatory Note, Item 15. Exhibits, Exhibit 31.1, Exhibit 31.2, Exhibit 32.1, Exhibit 101.INS, Exhibit 101.SCH, Exhibit 101.CAL, Exhibit 101.DEF, Exhibit 101.LAB and Exhibit 101.PRE. No other changes have been made to the Original Filing and this Amendment does not reflect events that may have occurred subsequent to the Original Filing Date.
PART IV
(32)Consolidated Financial Statements and Schedules:
| 1. | Consolidated Financial Statements: See Index to Consolidated Financial Statements immediately following the signature pages of this report. |
| 2. | Consolidated Financial Statement Schedule: See Index to Consolidated Financial Statements immediately following the signature pages of this report. |
| 3. | The following documents are filed as exhibits to this report: |
| EXHIBIT NO. | IDENTIFICATION OF EXHIBIT |
| Exhibit 3.1* | Articles of Incorporation |
| Exhibit 3.2* | Bylaws |
| Exhibit 4.1* | Specimen Common Stock Certificate. |
| Exhibit 4.2* | Form of Amended and Restated 12% Convertible Promissory Note, dated effective January 2001. |
| Exhibit 4.3* | Form of Amended and Restated 5.5% Convertible Promissory Note, dated effective January 2001. |
| Exhibit 4.4* | 20% Convertible Promissory Note, dated January 31, 2001, in favor of Chrome. |
| Exhibit 4.5* | Term Loan Agreement, dated February 15, 2001, by and between Chrome and ERHC. |
| Exhibit 4.6* | Senior Secured 10% Exchangeable 10% Convertible Promissory Note, dated January 31, 2001, in favor of Chrome. |
| Exhibit 4.7* | Form of Warrant entitling Chrome to purchase common stock of the Company, exercise price of $0.40 per share. |
| Exhibit 10.1* | Option Agreement, dated April 7, 2003, by and between the Company and the Democratic Republic of Sao Tome and Principe (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed April 2, 2003) |
| Exhibit 10.2* | Management and Administrative Services Agreement by and between Chrome Oil Services, Ltd. And the Company. (Incorporated by reference to Form 10-KSB filed September 24, 2001). |
| Exhibit 10.4* | Letter Agreement, dated November 29, 2004, by and between the Company and Chrome (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed December 29, 2004). |
| Exhibit 10.5* | Promissory Note, dated December 15, 2004, made by the Company in favor of Chrome (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed December 29, 2004). |
| Exhibit 10.6* | Promissory Note, dated December 15, 2004, made by the Company in favor of Chrome (incorporated herein by reference to Exhibit 10.3 of Form 8-K filed December 29, 2004). |
| Exhibit 10.7* | Employment Agreement with Ali Memon. |
| Exhibit 10.8* | Audit committee charter |
| Exhibit 10.9* | Employment Agreement with James Ledbetter |
| Exhibit 10.10* | May 21, 2001 Memorandum of Agreement made b/w DRSTP and ERHC |
| Exhibit 10.11* | March 15, 2003 Memorandum of Agreement made b/w DRSTP and ERHC |
| Exhibit 10.12* | April 2, 2003 Option Agreement b/w DRSTP and ERHC |
| Exhibit 10.13* | Administrative Agreement b/w Nigeria/DRSTP and ERHC |
| Exhibit 10.14* | Block 2 Participation Agreement March 2, 2006 b/w ERHC, Addax and Sinopec |
| Exhibit 10.15* | Block 2 Participation Agreement August 11, 2004 b/w ERHC and Pioneer |
| Exhibit 10.16* | Block 3 Participation Agreement February 16, 2006 b/w ERHC and Addax |
| Exhibit 10.17* | Block 4 Participation Agreement November 17, 2005 b/w ERHC and Addax |
| Exhibit 10.18* | Block 4 2nd Amendment to Participation Agreement March 14, 2006 |
| Exhibit 10.19* | Block 4 3rd Amendment to Participation Agreement July 14, 2006 |
| Exhibit 10.20* | Employment Agreement with Sylvan Odobulu |
| Exhibit 10.21* | Employment Agreement with David Alan Bovell |
| Exhibit 10.22* | Employment Agreement with Peter Ntephe |
| Exhibit 10.23* | Summary of Production Sharing Contract between the Republic of Chad and ERHC, dated June 30, 2011 |
| Exhibit 10.24* | Novation of the Production Sharing Contract between the Republic of Chad and ERHC dated November 18, 2013 and a Decree of the President of the Republic of Chad dated September 24, 2013 |
| Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Previously filed |
In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on December 22, 2015, on its behalf by the undersigned, thereunto duly authorized.
| ERHC Energy Inc. | ||
| By: | //s//Peter Ntephe | |
| Peter Ntephe | ||
| President and Chief Executive Officer | ||
| //s//Sylvan Odobulu | ||
| Sylvan Odobulu | ||
| Principal Accounting Officer | ||
In accordance with 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.
| Signature | Title | Date | ||
| //s// Howard Jeter | Director | December 22, 2015 | ||
| Howard Jeter | Member Audit Committee | |||
| //s// Andrew Uzoigwe | Director | December 22, 2015 | ||
| Andrew Uzoigwe | Member Audit Committee | |||
| //s// Friday Oviawe | Director | December 22, 2015 | ||
| Friday Oviawe | Chairman Audit Committee |