Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Rock Energy Resources, Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
S | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal years ended December 31, 2011, December 31, 2010 and December 31, 2009
or
£ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file No. 0-23022
ROCK ENERGY RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware |
| 11-2740461 |
(State of incorporation) |
| (I.R.S. Employer Identification Number) |
2607 Sara Ridge
Katy, TX 77450
(Address of principal executive offices)
(832) 301-5968
(Issuer’s telephone number)
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 $.0001 per share
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No
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. o Yes þ No
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, 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). o Yes þ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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. 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.
o Large Accelerated Filer | o Accelerated Filer |
o Non-Accelerated Filer (Do not check if a smaller reporting company) | þ Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ No
The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter, June 30, 2011: $1,838,535
The number of shares of common stock outstanding as of February 29, 2012: Common Stock, $0.001 Par Value — 196,024,149 shares
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Registrant’s comprehensive Annual Report on Form 10-K (“Comprehensive Form 10-K”) for the fiscal years ended December 31, 2011, 2010 and 2009 is to submit Exhibit 101 to the Comprehensive Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files from the Registrant’s Comprehensive Form 10-K for the fiscal years ended December 31, 2011, 2010 and 2009, filed with the Securities and Exchange Commission on March 20, 2012.
PART III
ITEM 15. EXHIBITS
Exhibit No. |
| Description |
3.1 |
| Articles of Incorporation of the registrant(1) |
3.2 |
| Bylaws of registrant(1) |
4.1 |
| 2009 Stock Grant and Option Plan (3) |
4.2 |
| Independent Report and Analysis of the Red Arrow Mine, dated January, 2012, by Richard A. Eamon and Hazen Research, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 9, 2012, and incorporated by reference herein. |
10.1 |
| Asset Purchase Agreement between Hanover Gold Company, Inc. and Rock Energy Partners L.P(2) |
10.2 |
| Administrative Services Agreement with 4R Oil and Gas, LLC(2) |
10.3 |
| Base Working Interest Purchase Agreement with SMP(2) |
10.4 |
| Option to Purchase Additional Working Interests with SMP(2) |
10.5 |
| Form of Hanover Stockholder Lock-Up Agreement(2) |
10.6 |
| Consulting Agreement with Weston Capital Quest Corporation(2) |
10.7 |
| Consulting Agreement with Source Capital Group(2) |
10.8 |
| Stock Purchase Agreement (Perm Energy Advisers, Inc) |
10.9 |
| Registration Rights Agreement (Perm Energy Advisers, Inc) |
10.10 |
| Voting Agreement (Perm Energy Advisers, Inc) |
10.11 |
| Warrant Certificate (Perm Energy Advisers, Inc) |
10.12 |
| Letter of Intent, dated January 31, 2012, by and between Red Arrow Gold Corporation and Registrant, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 2, 2012, and incorporated by reference herein |
10.13 |
| Employment Agreement, dated August 15, 2011, by and between Rocky V. Emery and Registrant (4) |
10.14 |
| Employment Agreement, dated August 15, 2011, by and between Mark G. Harrington and Registrant (4) |
10.15 |
| Employment Agreement, dated November 15, 2011, by and between Craig Liukko and Registrant (4) |
10.16 |
| Loan and Security Agreement, dated as of December 14, 2011, by and between HE-MAN LLC, as Borrower, and Maximilian Investors LLC, as Lender, filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 20, 2011, and incorporated by reference herein. |
14.1 |
| 2008 Code of Ethics for Senior Management |
31.1 |
| Certification of CEO as Required by Rule 13a-14(a)/15d-14 (4) |
31.2 |
| Certification of CFO as Required by Rule 13a-14(a)/15d-14 (4) |
32.1 |
| Certification of CEO as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (4) |
32.2 |
| Certification of CFO as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (4) |
99.1 |
| Audit Committee Charter |
99.2 |
| Compensation Committee Charter |
__________
(1) | Filed as an exhibit to the Registrant’s registration statement on Form S-1 (Commission File No. 33-38745) and incorporated by reference herein. |
(2) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed January 3, 2008 |
(3) | Filed as an exhibit to the Registrant’s Form S-8 registration statement filed with the U.S. Securities and Exchange Commission on June 9, 2009, and incorporated by reference herein. |
(4) | Incorporated by reference to the Registrant’s Comprehensive Form 10-K for the fiscal years ended December 31, 2011, 2010 and 2009, filed March 20, 2012. |
* | In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 on Form 10-K shall be deemed “furnished” and not “filed”. |
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SIGNATURES
In accordance with Section 13 or 15(d) of Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, on April 18, 2012
| ROCK ENERGY RESOURCES, INC. | |
|
| |
| By | /s/ Rocky V. Emery |
|
| Rocky V. Emery |
|
| Chief Executive Officer and Director and |
|
| |
| By | /s/ Mark G. Harrington |
|
| Mark G. Harrington |
|
| Principal Accounting Officer and Vice Chairman of the Board of Directors |
|
|
|
| By | /s/ Craig Liukko |
|
| Craig Liukko |
|
| Chief Operating Officer and Director |
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