Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A-1
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 000-53923
CARDINAL ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
6037 Frantz Rd., Suite 103
Dublin, OH 43017
(Address of principal executive offices, including zip code)
(614) 459-4959
(Registrant’s, telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 (SS 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 [ ] NO [X]
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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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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 May 1, 2013 there were 34,777,500 shares issued and outstanding of Registrant’s Common Stock (par value $0.00001 per share)
REASON FOR AMENDMENT
We are amending Item 4 of Part I, which reflected that our disclosure controls and procedures were “effective” to reflect that our disclosure controls and procedures were “ineffective.” The statement that our disclosure controls and procedures were “effective” was the result of a typographical error.
PART I – FINANCIAL INFORMATION
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2013. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were ineffective as of March 31, 2013.
Changes in Internal Control
There were no changes identified in connection with our internal control over financial reporting during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 6. EXHIBITS.
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Incorporated by reference
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Filed
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Exhibit No.
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Document Description
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Form
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Date
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Number
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herewith
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3.1(a)
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Articles of Incorporation of Koko, Ltd.
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S-1
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3/12/09
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3.1
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3.1(b)
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Amendment to Articles of Incorporation of Koko, Ltd.
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10-Q
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5/15/13
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3.1(b)
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3.2
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Bylaws of Koko, Ltd.
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S-1
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3/12/09
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3.2
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3.3
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Articles of Organization of Continental Energy Partners, LLC.
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8-K
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10/04/12
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3.3
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3.4
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Amended Articles of Organization of Cardinal Energy Group, LLC.
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8-K
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10/04/12
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3.4
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3.5
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Operating Agreement of Cardinal Energy Group, LLC.
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8-K
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10/04/12
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3.5
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4.1
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Form of Class A Redeemable Warrant
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10-Q
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5/15/13
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4.1
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4.2
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Form of Class B Redeemable Warrant
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10-Q
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5/15/13
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4.2
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10.1
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License Agreement with Gregory Ruff.
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S-1
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6/13/11
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10.1
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10.4
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Share Exchange Agreement.
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8-K
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10/04/12
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10.4
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10.5
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Agreement relating to $20,000 bond dated January 23, 2013
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10-Q
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5/15/13
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10.5
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10.6
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8% Convertible Promissory Note dated February 26, 2013
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10-Q
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5/15/13
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10.6
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10.7
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Form of 8% Convertible Debenture
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10-Q
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5/15/13
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10.7
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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101.INS
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XBRL Instance Document.
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10-Q
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5/15/13
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101.SCH
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XBRL Taxonomy Extension – Schema.
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10-Q
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5/15/13
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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10-Q
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5/15/13
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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10-Q
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5/15/13
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101.LAB
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XBRL Taxonomy Extension – Labels.
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10-Q
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5/15/13
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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10-Q
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5/15/13
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Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized on this 17th day of May, 2013.
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CARDINAL ENERGY GROUP, INC.
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BY:
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TIMOTHY W. CRAWFORD
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Timothy W. Crawford
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Chief Executive Officer (Principal Executive Officer)
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BY:
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DANIEL TROENDLY
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Daniel Troendly
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Chief Financial Officer (Principal Financial and Accounting Officer)
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EXHIBIT INDEX
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Incorporated by reference
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Filed
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Exhibit No.
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Document Description
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Form
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Date
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Number
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herewith
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3.1(a)
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Articles of Incorporation of Koko, Ltd.
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S-1
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3/12/09
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3.1
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3.1(b)
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Amendment to Articles of Incorporation of Koko, Ltd.
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10-Q
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5/15/13
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3.1(b)
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3.2
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Bylaws of Koko, Ltd.
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S-1
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3/12/09
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3.2
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3.3
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Articles of Organization of Continental Energy Partners, LLC.
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8-K
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10/04/12
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3.3
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3.4
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Amended Articles of Organization of Cardinal Energy Group, LLC.
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8-K
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10/04/12
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3.4
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3.5
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Operating Agreement of Cardinal Energy Group, LLC.
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8-K
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10/04/12
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3.5
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4.1
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Form of Class A Redeemable Warrant
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10-Q
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5/15/13
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4.1
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4.2
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Form of Class B Redeemable Warrant
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10-Q
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5/15/13
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4.2
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10.1
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License Agreement with Gregory Ruff.
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S-1
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6/13/11
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10.1
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10.4
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Share Exchange Agreement.
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8-K
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10/04/12
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10.4
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10.5
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Agreement relating to $20,000 bond dated January 23, 2013
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10-Q
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5/15/13
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10.5
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10.6
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8% Convertible Promissory Note dated February 26, 2013
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10-Q
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5/15/13
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10.6
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10.7
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Form of 8% Convertible Debenture
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10-Q
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5/15/13
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10.7
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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101.INS
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XBRL Instance Document.
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10-Q
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5/15/13
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101.SCH
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XBRL Taxonomy Extension – Schema.
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10-Q
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5/15/13
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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10-Q
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5/15/13
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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10-Q
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5/15/13
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101.LAB
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XBRL Taxonomy Extension – Labels.
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10-Q
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5/15/13
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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10-Q
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5/15/13
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6