UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2012
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[ ]
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TRANSITION PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to ______________
Commission file number: 000-53766
(Exact name of registrant as specified in its charter)
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NEVADA
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52-2207080
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification
No.)
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330 Madison Ave, 6th Floor, New York, New York 10017
(Address of principal executive offices)
(212) 828-3011
(Registrant's telephone number)
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 [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, and 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 [X]
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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 August 17, 2012, the issuer had 67,367,659 shares of common stock, $0.001 par value per share outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to Siberian Energy Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 6. EXHIBITS
See “Exhibit Index”.
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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.
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SIBERIAN ENERGY GROUP INC.
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DATED: September 12, 2012
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/s/ Eran Forman
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Eran Forman
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Chief Executive Officer
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(Principal Executive Officer and Principal Financial/Accounting Officer)
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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3.1(a)
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Original Articles of Incorporation of the Company then called "Advanced Rehab Technology Corporation."
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3.2(b)
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Certificate of Amendment to the Company's Articles of Incorporation filed March 9, 2001, changing the Company's name to "Talking Cards, Inc."
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3.3(b)
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Certificate of Amendment to the Company's Articles of Incorporation filed February 12, 2002, changing the Company's name to "Osterking Incorporated."
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3.4(b)
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Certificate of Amendment to the Company's Articles of Incorporation filed December 3, 2002, changing the Company's name to "17388 Corporation Inc."
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3.5(b)
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Certificate of Amendment to the Company's Articles of Incorporation filed May 5, 2003, changing the Company's name to "Trans Energy Group Inc."
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3.6(b)
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Certificate of Amendment to the Company's Articles of Incorporation filed December 3, 2003, changing the Company's name to "Siberian Energy Group Inc."
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3.7 (b)
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Certificate of Amendment to the Company's Articles of Incorporation filed April 25, 2005, affecting a 1:2 reverse stock split, re-authorizing 100,000,000 shares of common stock, par value $0.001 per share, and authorizing 10,000,000 shares of preferred stock, par value $0.001 par value per share
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3.8(c)
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Certificate of Amendment to Articles of Incorporation Affecting a 1:70 Reverse Stock Split
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3.9(d)
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Amended and Restated Bylaws
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4.1(e)
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Siberian Energy Group Inc. 2010 Stock Incentive Plan
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10.1(1)
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Option Agreement with Baltic Petroleum Limited dated April 28, 2005
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10.2(1)
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License Agreement between OOO Zauralneftegaz and Baltic Petroleum Limited dated April 28, 2005
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10.3(1)
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Loan Agreement between OOO Zauralneftegaz and Baltic Petroleum Limited dated April 28, 2005
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10.4(1)
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Guarantee by Siberian Energy Group, Inc. dated April 28, 2005
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10.5(1)
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Pledge and Security Agreement between Siberian Energy Group, Inc. and Baltic Petroleum Limited dated April 28, 2005
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10.6(2)
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Option Agreement with Baltic Petroleum Limited dated April 28, 2005
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10.7(2)
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License Agreement between OOO Zauralneftegaz and Baltic Petroleum Limited dated April 28, 2005
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10.8(2)
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Loan Agreement between OOO Zauralneftegaz and Baltic Petroleum Limited dated April 28, 2005
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10.9(2)
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Guarantee by Siberian Energy Group, Inc. dated April 28, 2005
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10.10(2)
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Pledge and Security Agreement between Siberian Energy Group, Inc. and Baltic Petroleum Limited dated April 28, 2005
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10.11(3)
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Clarification to the Contract of Purchase and Sale of the Share in Charter Capital of LLC "Zauralneftegaz" dated 15 May 2004
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10.12(3)
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Agreement with Business - Standard (translated from Russian version)
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10.13(3)
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Supplementary Agreement to Business - Standard Agreement (translated from Russian version)
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10.14(3)
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Supplementary Agreement No. 2 to Business - Standard Agreement (translated from Russian version)
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10.15(3)
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Deed of Amendment between ZNG and BP
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10.16(3)
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Deed of Amendment between the Company and BP
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10.17(4)
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Joint Venture Shareholders' Agreement with Baltic Petroleum (E&P) Limited and Zauralneftegaz Limited dated October 14, 2005
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10.18(5)
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Amendment to the Employment Agreement Dated August 1, 2003, with Elena Pochapski
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10.19(5)
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Form of Waiver Agreement
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10.20(6)
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Loan Agreement between OOO Zauralneftegaz and Caspian Finance Limited
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10.21(6)
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Deed of Novation between Baltic Petroleum Limited, Caspian Finance Limited and OOO Zauralneftegaz
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10.22(6)
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Deed of Release
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10.23(6)
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Release of Pledge
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10.24(6)
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Guarantee
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10.25(6)
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Debenture
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10.26(6)
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Agreement for the Pledge of the Participatory Interest in OOO Zauralneftegaz (Russian translation removed)
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10.27(6)
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Sale and Purchase Agreement
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10.28(8)
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Option Agreement with Key Brokerage
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10.29(8)
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Warrant Agreement with Key Brokerage
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10.30(9)
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July 26, 2006 Deed of Agreement
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10.31(10)
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Consulting Agreement with Business Standard
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10.32(11)
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Addition to the Loan Agreement of November 9, 2005
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10.33(11)
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Gross Overriding Royalty Agreement
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10.34(12)
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Amendment No. 2 to the Employment Agreement Dated August 1, 2003 with Elena Pochapski
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10.35(13)
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Deed of Variation to the Loan Agreement Dated 9th of November 2005, Entered into in June 2007
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10.36(15)
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Agreement of Purchase and Sale with Limited Liability Company Neftebitum, Sergey V. Prokopiev, and Oleg G. Shelepov
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10.37(15)
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Operating Agreement with Limited Liability Company Neftebitum
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10.38(16)
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One Year Extension to the Employment Agreement of August 1, 2004 with David Zaikin
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10.39(16)
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One Year Extension to the Employment Agreement of August 1, 2004 with Elena Pochapski
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10.40(16)
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Stock Option Agreement for David Zaikin
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10.41(16)
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Stock Option Agreement for Elena Pochapski
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10.42(17)
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Extension of Employment Agreement of David Zaikin
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10.43(17)
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Extension of Employment Agreement of Elena Pochapski
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10.44(18)
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Form of Debt Conversion Agreement
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10.45(18)
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Extension of Employment Agreement of David Zaikin
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10.46(18)
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Extension of Employment Agreement of Elena Pochapski
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10.47(19)
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Share Exchange Agreement with Rare Minerals Corporation and its Shareholders
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10.48(19)
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Exploration License (Translated From Russian)
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10.50(20)
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Data Purchase Agreement
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10.51(20)
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Extension of Employment Agreement of David Zaikin
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10.52(20)
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Extension of Employment Agreement of Elena Pochapski
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10.53(14)
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Loan Agreement
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10.54(14)
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Addition to Loan Agreement
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21.1(21)
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Subsidiaries
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31.1*
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Certificate of the Chief Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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99.1(7)
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Glossary
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema Document
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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* Previously filed as exhibits to the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2012, filed with the Commission on August 20, 2012.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(a) Filed as an Exhibit to our Form SB-2 Registration Statement, filed with the Commission on September 10, 2004, and incorporated herein by reference.
(b) Filed as an Exhibit to the Company's Form 8-K, filed with the Commission on May 2, 2005, and incorporated herein by reference.
(c) Filed as an Exhibit to the Company’s Form 8-K, filed with the Commission on March 15, 2011, and incorporated herein by reference.
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(d) Filed as an Exhibit to the Company’s Form 10-KSB, filed with the Commission on April 2, 2007, and incorporated herein by reference.
(e) Filed as an Exhibit to the Company’s Definitive Information Statement on Schedule 14C, filed with the Commission on January 14, 2011, and incorporated herein by reference.
(1) Filed as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5 to the Company's Form 8-K filed with the Commission on May 20, 2005, and incorporated herein by reference.
(2) Filed as Exhibits to the Company's Form 8-K filed with the Commission on May 20, 2005, and incorporated herein by reference.
(3) Filed as Exhibits to the Company's Report on Form 10-QSB, filed with the Commission on August 22, 2005, and incorporated herein by reference.
(4) Filed as Exhibits to the Company's Report on Form 8-K, filed with the Commission on October 28, 2005, and incorporated herein by reference.
(5) Filed as Exhibits to our Report on Form 10-QSB for the period ending September 31, 2005, which was filed with the Commission on November 21, 2005, and is incorporated herein by reference.
(6) Filed as Exhibits to our Report on Form 8-K, filed with the Commission on December 2, 2005, filed with the Commission on April 13, 2006, and incorporated herein by reference.
(7) Filed as Exhibit 99.1 to our Report on Form 10-KSB for the year ended December 31, 2004, filed with the Commission on March 28, 2005, and incorporated herein by reference.
(8) Filed as Exhibits to our Report on Form 8-K, filed with the Commission on September 19, 2006, and incorporated herein by reference.
(9) Filed as an Exhibit to our Report on Form 10-QSB, filed with the Commission on November 14, 2006, and incorporated herein by reference.
(10) Filed as an Exhibit to our Form 8-K filed with the Commission on February 20, 2007, and incorporated herein by reference.
(11) Filed as Exhibits to our Report on Form 10-KSB filed with the Commission on April 2, 2007, and incorporated herein by reference.
(12) Filed as an Exhibit to our Report on Form 10-QSB filed with the Commission on May 15, 2007, and incorporated herein by reference.
(13) Filed as an Exhibit to our Report on Form 10-QSB filed with the Commission on August 14, 2007, and incorporated herein by reference.
(14) Filed as an Exhibit to our Report on Form 10-Q filed with the Commission on August 19, 2011, and incorporated herein by reference.
(15) Filed as an Exhibit to our Report on Form 8-K filed with the Commission on November 14, 2008, and incorporated herein by reference.
(16) Filed as an Exhibit to our Report on Form 10-Q filed with the Commission on May 19, 2009, and incorporated herein by reference.
(17) Filed as an Exhibit to our Report on Form 10-Q filed with the Commission on May 21, 2010, and incorporated herein by reference.
(18) Filed as an Exhibit to our Report on Form 10-Q filed with the Commission on November 19, 2010, and incorporated herein by reference.
(19) Filed as an exhibit to our Report on Form 8-K filed with the Commission on May 12, 2011, and incorporated herein by reference.
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(20) Filed as an exhibit to our Report on Form 10-Q filed with the Commission on June 22, 2011, and incorporated herein by reference.
(21) Filed as an exhibit to our Report on Form 10-K filed with the Commission on May 16, 2012, and incorporated herein by reference.
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