Attached files

file filename
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R1.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R3.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R4.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R12.htm
EXCEL - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R5.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R9.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R7.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R2.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R8.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R6.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R13.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R15.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R10.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R16.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R17.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R14.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R18.htm
XML - IDEA: XBRL DOCUMENT - SOUTHERN USA RESOURCES INC.R11.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q/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 June 30, 2011.
 
OR

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 333-143352
 

Atlantic Green Power Holding Company
(Exact name of registrant as specified in its charter)
 
Delaware 22-3757709
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 
                              
Bayport One, Suite 455, 8025 Black Horse Pike, West Atlantic City, New Jersey 08232
(Address of principal executive offices, including zip code)

 
(609) 241-6027
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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.
Yes x                 No o

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).
Yes o                  No o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer                                    o                           Accelerated filer                                             o
Non-accelerated filer                                      o                           Smaller reporting company                           x
(Do not check if smaller reporting company)

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.

As of August 13, 2011, there were 43,527,248 shares of the registrant’s common stock, par value $.000001 per share, outstanding.

 
 

 

EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the quarterly report on Form 10-Q (the “Original Report”) of Atlantic Green Power Holding Company (the “Company”) for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011, is solely to furnish Exhibit 101 to the Original Report in accordance with Rule 405 of Regulation S-T.  Exhibit 101 consists of the Company’s (i) consolidated balance sheets, (ii) consolidated statement of operations, (iii) consolidated statement of changes in stockholders’ equity (deficiency) and (iv) consolidated statements of cash flows, formatted in Extensible Business Reporting Language (XBRL).  No other changes have been made to the Original Report.  This Amendment should be read in conjunction with the Original Report.  Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Report.  Accordingly, this Amendment does not reflect events occurring after the filing of the Original Report or modify or update any related or other disclosures.

Pursuant to Rule 406T of Regulation S-T, the interactive data files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
2

 

PART III.  OTHER INFORMATION
 
Item 6.   Exhibits
 
Reference is made to the Index of Exhibits beginning on page E-1 herein.
 

 
3

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Atlantic Green Power Holding Company 
Registrant


Date:             September 13, 2011                                                        /s/ Robert Demos, Jr. 
Robert Demos, Jr.
President and Chief Executive Officer
(Principal Executive Officer)


Date:             September 13, 2011                                                        /s/ Frank D’Agostino, Jr. 
Frank D’Agostino, Jr.
Chief Financial Officer and Director of Business Development (Principal Financial Officer)


 
4

 

EXHIBIT INDEX
 
Exhibit No.
Description
2.1*
Agreement and Plan of Exchange by and among the Company, Atlantic Green Power Corporation and Ian McKinnon, dated January 29, 2010 (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on February 4, 2010).
2.2*
Stock Purchase Agreement by and between the Company and Ian McKinnon, dated January 29, 2010 (Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed with the SEC on February 4, 2010).
3.1*
Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on February 4, 2010).
3.2*
Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on February 4, 2010).
4.1*
Form of Convertible Promissory Note, dated October 12, 2010, issued to the following subscribers and in the following amounts:  Alpha Capital Anstalt ($350,000); and Adventure Ventures LLC ($150,000) (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on October 15, 2010).
10.1*
Mineral Claim Option Agreement between the Company and Claim Lake Nickel, Inc. dated March 13, 2007 (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on May 30, 2007).
10.2*
Amendment #1 to Mineral Claim Option Agreement between the Company and Claim Lake Nickel, Inc. dated March 13, 2007 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-K filed with the SEC on April 15, 2009).
10.3*
Amendment #2 to Mineral Claim Option Agreement between the Company and Claim Lake Nickel, Inc. dated March 13, 2007 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K filed with the SEC on April 15, 2009).
10.4*
Atlantic Green Power Holding Company Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on February 4, 2010).
10.5*
Ground Lease Agreement between Edward Stella, Jr. and Atlantic Green Power Corporation, effective November 30, 2009 (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K filed with the SEC on March 31, 2010).
10.6*
East Tract Ground Lease Agreement between Edward J. Stella, Jr. and Atlantic Green Power Corporation dated August 6, 2010 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 12, 2010).
10.7*
West Tract Ground Lease Agreement between Edward J. Stella, Jr. and Atlantic Green Power Corporation dated August 6, 2010 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 12, 2010).
10.8*
Subscription Agreement, dated as of October 12, 2010, by and among Atlantic Green Power Holding Company (the “Company”) and Alpha Capital Anstalt and Adventure Ventures LLC, including Exhibit B – Form of Common Stock Purchase Warrant.  Upon the request of the Securities and Exchange Commission, the Company agrees to furnish copies of each of the following schedules and exhibits:  Schedule 5(a) – Subsidiaries; Schedule 5(d) – Capitalization and Additional Issuances; Schedule 5(l) – Defaults; Schedule 5(p) – No Undisclosed Events or Circumstances; Schedule 5(q) – Banking; Schedule 5(x) – Transfer Agent; Schedule 9(e) – Use of Proceeds; Exhibit A – Form of Convertible Note (included as Exhibit 4.1); Exhibit C – Form of Escrow Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on October 15, 2010).
31.1*
Section 302 Certification of Principal Executive Officer.
31.2*
Section 302 Certification of Principal Financial Officer.
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
101
The following materials from the Company’s quarterly report on Form 10-Q for the period ended June 30, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated statement of operations, (iii) consolidated statement of changes in stockholders’ equity (deficiency) and (iv) consolidated statements of cash flows.

 
*Filed with, or incorporated by reference in, the Company’s quarterly report on Form 10-Q for the period ended June 30, 2011, filed with the SEC on August 15, 2011.
 
 
 
 
 
E-1