U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(AMENDMENT NO. 1)
[X] Quarterly Report Pursuant to Section 13 or 15(D) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2007
[_] Transition Report Under Section 13 or 15(D) of the Securities Exchange
Act of 1934 for the transition period from _____ to _____
Commission file number: 000-26017
RECLAMATION CONSULTING AND APPLICATIONS, INC.
(Exact name of Small Business Issuer as specified in its charter)
Colorado 58-2222646
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
940 Calle Amanecer Suite E
San Clemente, California 92673
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 949-542-7440
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.01 per share
Check whether the issuer (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. [X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ]Yes No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. [ ]Yes No[X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 121,998,023 shares as of January 10,
2008.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
EXPLANATORY NOTE:
This Amendment No. 1 to our Quarterly Report on Form 10-QSB/A ("Form 10QSB/A")
for the quarter ended September 30, 2007, initially filed with the Securities
and Exchange Commission ("SEC") on November 19, 2007 (the "Original Filing")
amends and restates only Exhibit 4.2 to Item 6 to correctly file a material
contract entered into with Joan Gish.
The amendment of Item 6 does not imply that the entirety of such Item has
changed since the Original Filing. This Form 10-QSB/A only amends and restates
Exhibit 4.2 of Item 6 of the Original Filing identified above, and no other
information in the Original Filing is amended hereby. Furthermore, none of the
foregoing items, nor any other portion of the Original Filing, has been updated
to reflect other events occurring after the date of the Original Filing, or to
modify or update those disclosures affected by subsequent events. Statements
such as "the date of this report", or any equivalent periodic reference, which
appear in the unmodified portions of the Original Filing, shall mean the date of
the Original Filing, or November 19, 2007.
Pursuant to the rules of the SEC, currently dated certifications from our Chief
Executive Officer and Chief Financial Officer are attached to this Form 10-QSB/A
as Exhibits 31.1, 31.2, 32.1 and 32.2, respectively.
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ITEM 6. EXHIBITS.
In addition to the exhibits already filed with the Original Filing, the
following exhibit and certifications from our Chief Executive Officer and Chief
Financial Officer are attached to this Form 10-QSB/A:
- ------------------- ------------------------------------------------------------
Exhibit No. Description
- ------------------- ------------------------------------------------------------
4.2* Convertible Debenture, Promissory Note and Warrant
Certificate for $300,000 for Joan Gish as entered into and
issued by Reclamation Consulting and Applications, Inc. in
September 2007.
31.1* Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Treasurer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1* Certification of Chief Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Treasurer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Filed herewith
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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.
RECLAMATION CONSULTING AND APPLICATIONS, INC.
Date: January 21, 2008 By: /s/ Michael C. Davies
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Michael C. Davies
Chief Executive Officer
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