Attached files
| file | filename |
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| EX-99.1 - EX-99.1 - CIRCLE STAR ENERGY CORP. | ex99-1.htm |
| EX-23.1 - EX-23.1 - CIRCLE STAR ENERGY CORP. | ex23-1.htm |
| EX-31.1 - EX-31.1 - CIRCLE STAR ENERGY CORP. | ex31-1.htm |
| EX-32.1 - EX-32.1 - CIRCLE STAR ENERGY CORP. | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2013
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission File No. 000-53868
Circle Star Energy Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0537383
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7065 Confederate Park Road, Suite 102, Fort Worth, Texas
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76108
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (817) 744-8502
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Securities registered pursuant to Section 12(b) of the Act:
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, $0.001 par value
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.¨ Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ¨ 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. þ Yes ¨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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ¨
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.
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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 þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨Yes þNo
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $7,933,368
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of August 13, 2013, we had 50,137,916 shares of common stock outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2013, filed with the Securities and Exchange Commission on August 13, 2013 (the “Form 10-K”), is solely to file a revised Exhibit 99.1, Report of LaRoche Petroleum Consultants dated April 10, 2014.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Exhibit
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Description
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3.1
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Articles of Incorporation (included as Exhibit 3.1 to the Form S-1 filed August 6, 2008, and incorporated by reference); and Certificate of Amendment (included as Exhibit 3.1 to the Form 8-K filed on July 1, 2011)
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3.2
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Amended and Restated Bylaws (included as Exhibit 10.7 to the 8-K filed June 21, 2011, and incorporated by reference)
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10.1
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Membership Interest Purchase Agreement, dated effective June 10, 2011 (included as Exhibit 10.1 to the Form 8-K filed on June 21, 2011)
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10.2
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Amended and Restated Pledge and Security Agreement, dated effective June 10, 2011 (included as Exhibit 10.2 to the Form 8-K filed on June 21, 2011)
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10.3
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Novation and Assignment, dated effective June 10, 2011 (included as Exhibit 10.3 to the Form 8-K filed on June 21, 2011)
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10.4
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Promissory Note, dated effective January 1, 2011 (included as Exhibit 10.4 to the Form 8-K filed on June 21, 2011)
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10.5
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Installment Agreement (included as Exhibit 10.5 to the Form 8-K filed on June 21, 2011)
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10.6
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Form of Subscription Agreement (included as Exhibit 10.6 to the Form 8-K filed on June 21, 2011)
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10.7
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Contribution Agreement entered into between Felipe Pati and the Company (included as Exhibit 10.1 to the Form 8-K filed on July 12, 2011)
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10.8
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Circle Star Energy Corp. 2011 Stock Option Plan (included as Exhibit 10.2 to the Form 8-K filed on July 12, 2011)
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10.9
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G. Jonathan Pina Employment Agreement (included as Exhibit 10.1 to the Form 8-K filed on July 13, 2011)
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10.10
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Consulting Agreement effective June 15, 2011, between Big Sky Management Ltd. and Digital Valleys Corp. (included as Exhibit 10.10 to the Annual report on Form 10-K/A filed on August 16, 2011)
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10.11
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Form of 6% Series A Convertible Note (included as Exhibit 10.1 to the Form 8-K filed on September 19, 2011)
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10.12
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Executive Employment Agreement entered into between the Company and S. Jeffrey Johnson (included as Exhibit 10.1 to the Form 8-K filed on October 14, 2011)
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10.13
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Letter Agreement dated December 1, 2011 (included as Exhibit 10.1 to the Form 8-K filed on December 7, 2011)
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10.14
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Amending Agreement among the Company and G. Jonathan Pina entered into on December 21, 2011 (included as Exhibit 10.1 to the Form 8-K filed on December 23, 2011)
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| Exhibit | Description |
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10.15
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Membership Interest Purchase Agreement between the Company and Colonial Royalties, LLC dated December 30, 2011 (included as Exhibit 10.1 to the Form 8-K filed on January 5, 2012)
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10.16
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Amending Agreement among the Company and S. Jeffrey Johnson entered into on February 29, 2012 (included as Exhibit 10.1 to the Form 8-K filed on March 6, 2012)
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10.17
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Form of 10% Convertible Note (February 2012) (included as Exhibit 10.15 to the Quarterly Report on Form 10-Q filed on March 16, 2012)
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10.18
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Inter-Creditor Agreement (included as Exhibit 10.16 to the Quarterly Report on Form 10-Q filed on March 16, 2012)
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10.19
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First Amendment to Assignment and Novation Agreement (included as Exhibit 10.17 to the Quarterly Report on Form 10-Q filed on March 16, 2012)
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10.20
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First Amendment to Amended and Restated Membership Interest Pledge and Security Agreement (included as Exhibit 10.18 to the Quarterly Report on Form 10-Q filed on March 16, 2012)
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10.21
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Leasehold Purchase Agreement dated March 8, 2012 (included as Exhibit 10.19 to the Quarterly Report on Form 10-Q filed on March 16, 2012)
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10.22
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Form of 10% Convertible Note (March 2012) (included as Exhibit 10.20 to the Quarterly Report on Form 10-Q filed on March 16, 2012)
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10.23
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Addendum to March 2012 Convertible Note Subscription Agreement (included as Exhibit 10.21 to the Quarterly Report on Form 10-Q filed on March 16, 2012)
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10.24
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Amendment to Leasehold Purchase Agreement dated April 24, 2012 among the Company and Wevco Production, Inc. (included as Exhibit 10.1 to the Current Report on Form 8-K filed on April 30, 2012)
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10.25
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Second Amendment to Leasehold Purchase Agreement dated June 12, 2012 among the Company and Wevco Production, Inc. (included as Exhibit 10.1 to the Current Report on Form 8-K filed on June 19, 2012)
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10.26
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Purchase and Sale Agreement dated April 17, 2012 (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 13, 2012)
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10.27
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Amendment to the Purchase and Sale Agreement dated July 9, 2012 (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 13, 2012)
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10.28
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Debt Conversion Agreement (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 30, 2012)
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10.29
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Form of Note Extension Agreement (included as Exhibit 10.29 to the Company’s registration statement on Form S-1 filed January 18, 2013)
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16.1
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Letter from Hein & Associates LLP dated March 27, 2013 (included as Exhibit 16.1 to the Form 8-K filed on March 27, 2013)
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23.1
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23.2
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Consent of Hein & Associates LLP (included as Exhibit 23.2 to the Form 10-K filed August 13, 2013)
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4
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23.3
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Consent of D’Arelli Pruzansky, P.A. (included as Exhibit 23.3 to the Form 10-K filed August 13, 2013)
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31.1
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32.1
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99.1
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101.INS
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XBRL Instance Document (included as Exhibit 101.INS to the Form 10-K filed August 13, 2013)
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101.SCH
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XBRL Taxonomy Extension Schema Document (included as Exhibit 101.SCH to the Form 10-K filed August 13, 2013)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase (included as Exhibit 101.CAL to the Form 10-K filed August 13, 2013)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document (included as Exhibit 101.DEF to the Form 10-K filed August 13, 2013)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document (included as Exhibit 101.LAB to the Form 10-K filed August 13, 2013)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document (included as Exhibit 101.PRE to the Form 10-K filed August 13, 2013)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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CIRCLE STAR ENERGY CORP.
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Date: August 14, 2014
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/s/ S. Jeffrey Johnson
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S. Jeffrey Johnson, Chief Executive Officer
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