SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER 000-33275
Warren Resources, Inc.
| Maryland (State or other jurisdiction of incorporation or organization) | 11-3024080 (I.R.S. Employer Identification Number) |
489 Fifth Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(212) 697-9660
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value per share
(Title of Class)
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 is an accelerated filer (as defined in Rule 12b-2 of the Act). Yeso Noþ
As of December 7, 2004, there were 23,409,706 shares of the registrant’s voting Common Stock outstanding.
| PART I | ||||||||
| Item 4. Controls and Procedures | ||||||||
| PART II | ||||||||
| Item 6: Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EX-31.1: CERTIFICATION | ||||||||
| EX-31.2: CERTIFICATION | ||||||||
EXPLANATORY NOTE
This Form 10-QA (Amendment No. 2) is being submitted solely in order to amend and correct a wording error in Item 4 in the phrase “there have been no significant changes in the internal controls” to state instead “there have been no changes in the internal controls.” As a result of the amended text in Item 4, the Section 302 Certifications filed as Exhibits in Item 6 have been re-executed as of the date of this Form 10-Q/A (Amendment No. 2). No revisions have been made to the Registrant’s financial statements or any other disclosure contained in our original Quarterly Report on Form 10-Q.
PART I
Item 4. Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures as defined in Securities and Exchange Commission (“SEC”) Rule 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based upon that evaluation, management has concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act is communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
During the fiscal quarter covered by this report, there have been no changes in our internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II
Item 6: Exhibits.
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| * | Filed herewith. |
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.
| WARREN RESOURCES, INC. | ||||||
| /s/ Norman F. Swanton | President, Chief Executive Officer, | |||||
| By | Director and Chairman | |||||
| Norman F. Swanton | ||||||
| /s/ Timothy A. Larkin | Executive Vice President, Chief | |||||
| By | Financial Officer, and Principal | |||||
| Timothy A. Larkin | Accounting Officer | |||||
Dated: December 7, 2004
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