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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1

(Mark One)
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

¨ 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: 000-53972

MESA ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
98-0506246
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)

5220 Spring Valley Road, Suite 525
Dallas, Texas 75254

(Address of principal executive offices) (zip code)

(972) 490-9595
(Registrant’s telephone number, including area code)

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 ¨

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 x  No ¨

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.

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company x
(Do not check if a 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 ¨ No   x.

As of August 30, 2011, there were 75,991,457 shares of the registrant’s common stock outstanding.
 
 
 

 

MESA ENERGY HOLDINGS, INC.

EXPLANATORY NOTE

This Amendment No. 1 to Mesa Energy Holdings, Inc.’s (the Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2011 (“Form 10-Q”), as filed with the Securities and Exchange Commission on September 2, 2011, is being filed solely to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T.  Exhibit 101 to this Amendment No. 1 to Form 10-Q furnishes the following items in eXtensible Business Reporting Language: (i) the Company’s consolidated balance sheets as of June 30, 2011 and December 31, 2010 (unaudited), (ii) the Company’s consolidated statements of operations for the three and six months ended June 30, 2011 and 2010 and the period from inception (April 23, 2003) to June 30, 2011 (unaudited), (iii) the Company’s consolidated statement in changes in members’ and stockholders’ equity (deficit) for the period from inception (April 23, 2003) to June 30, 2011 (unaudited), (iv) the Company’s consolidated statements of cash flows for the six months ended June 30, 2011 and 2010 and the period from inception (April 23, 2003) to June 30, 2011 (unaudited), and (v) the notes to the Company’s consolidated financial statements (unaudited).
 
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above. This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
 
 
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Item 6. Exhibits

31.01
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
   
31.02
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
   
32.01
Certifications of Chief Executive Officer and Chief Financial Officer 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 Schema Document

101 CAL XBRL Calculation Linkbase Document

101 LAB XBRL Labels Linkbase Document

101 PRE  XBRL Presentation Linkbase Document

101 DEF  XBRL Definition Linkbase Document
 

*
Previously filed.

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
 
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SIGNATURES

Pursuant to the requirements 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.
 
 
MESA ENERGY HOLDINGS, INC.
     
Date: September 14, 2011
By:
/s/ RANDY M. GRIFFIN
   
Randy M. Griffin
   
Chief Executive Officer (Principal Executive Officer)
 
 
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