Capital City Energy Group, Inc. - Amended Quarterly Transition Report (10-QT/A)
07 Mayo 2008 - 2:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q/A
(Amendment
No. 1)
o
Quarterly Report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
quarterly period ended ____________
x
Transition Report
pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the
transition period from
November
1, 2007
to
December
31, 2007
Commission
File Number:
333-140806
Capital City Energy Group,
Inc.
(Exact
name of small business issuer as specified in its charter)
|
Nevada
|
|
20-5131044
|
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(IRS
Employer Identification No.)
|
8351
N. High Street, Suite 101
Columbus, Ohio
43235
(Address
of principal executive offices)
(614)
310-1614
(Issuer’s
telephone number)
|
N/A
|
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days
x
Yes
o
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.
|
o
Large
accelerated filer
|
o
Accelerated
filer
|
o
Non-accelerated
filer
|
x
Smaller reporting
company
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o
Yes
x
No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date:
There are 30,781,415 shares of Common Stock and 3,147,122 shares of Preferred A
Stock issued and outstanding as of May 5, 2008.
Transitional
Small Business Disclosure Format (check one):
x
Yes
o
No
EXPLANATORY
NOTE
This
Amendment No. 1 to Transition Report on Form 10-Q is being filed solely to
correct typographical errors contained on the cover of the form and in Exhibit
31.2 and Exhibit 32.1. Exhibit 31.2 and Exhibit 32.1, as corrected,
are filed herewith in their entirety.
PART
II - OTHER INFORMATION
Item
6. Exhibits
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
3.1
|
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Articles of Incorporation
(1)
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|
3.2
|
|
By-Laws
(1)
|
|
31.1
*
|
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
|
Certification
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
|
*
Previously filed.
|
(1)
|
Previously
included as an exhibit to the 8-K/A filed on March 14,
2008.
|
SIGNATURES
In accordance
with the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this amendment to the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Capital
City Energy Group, Inc.
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Date:
May 7, 2008
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|
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By:
/s/ David Beule
|
|
|
David
Beule
Title:
Chief
Financial Officer, Principal Accounting Officer (Since March 11,
2008)
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
3.1
|
|
Articles of Incorporation
(1)
|
|
3.2
|
|
By-Laws
(1)
|
|
31.1
*
|
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
|
Certification
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
|
*
Previously filed.
|
(1)
|
Previously
included as an exhibit to the 8-K/A filed on March 14,
2008.
|
Exhibit
31.2
CERTIFICATIONS
I, David
Beule, Chief Financial Officer of Capital City Energy Group, Inc. certify
that:
|
1.
|
I
have reviewed this Transition Report on Form 10-Q of Capital City Energy
Group, Inc. (the “Registrant”);
|
|
2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of our Company
as of, and for, the periods presented in this
report.
|
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4.
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Our
other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13(a)-15(e) for the small business issuer and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to our Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
|
|
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(b)
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Evaluated
the effectiveness of our disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this
report based on such evaluation;
and
|
|
|
|
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(c)
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Disclosed
in this report any change in our internal control over financial reporting
that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting;
and
|
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5.
|
The
Company’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to our
auditors and the audit committee of our board of
directors:
|
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect our ability to record, process,
summarize and report financial information;
and
|
|
|
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in our internal control over
financial reporting.
|
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Dated:
May 7, 2008
|
/s/
David Beule
|
|
|
David
Beule
|
|
|
Chief
Financial Officer
|
Exhibit
32.1
CERTIFICATION
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
In
connection with the accompanying Transition Report on Form 10-Q of Capital City
Energy Group, Inc. for the year ended December 31, 2007, I certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to my knowledge, that:
|
(1)
|
the
Transition Report on Form 10-Q of Capital City Energy Group, Inc. for the
period from November 1, 2007 to December 31, 2007 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
|
|
(2)
|
the
information contained in the Transition Report on Form 10-Q for the period
from November 1, 2007 to December 31, 2007, fairly presents in all
material respects, the financial condition and results of operations of
Capital City Energy Group, Inc.
|
|
By:
|
/s/
Timothy W. Crawford
|
|
Name:
|
Timothy
W. Crawford
|
|
Title:
|
Principal
Executive Officer
|
|
|
|
|
|
|
|
By:
|
/s/
David Beule
|
|
Name:
|
David
Beule
|
|
Title:
|
Principal
Financial Officer
|
|
|
|
|
|
|
|
Date:
|
May
7, 2008
|
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