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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/02/05 Big Sky Energy Corp 10KSB/A 12/31/04 5:41K Lawler & Associates/FA |
Document/Exhibit Description Pages Size 1: 10KSB/A Form 10-Ksb Amendment No. 3 HTML 22K 2: EX-31 Exhibit 31.1 Certification HTML 11K 3: EX-31 Exhibit 31.2 Certification HTML 11K 4: EX-32 Exhibit 32.1 Certification HTML 7K 5: EX-32 Exhibit 32.2 Certification HTML 7K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10-KSB
AMENDMENT No. 3
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 0-28345
Big Sky Energy Corporation, (Exact name of small business issuer in its charter) | |||
NEVADA (State or other jurisdiction of incorporation or organization) | 72-1381282 (I.R.S. Employer Identification No.) | ||
Suite 750, 440 – 2nd Avenue SW Calgary, Alberta, Canada (Address of principal executive offices) | T2P 5E9 (Zip Code) | ||
Issuer's telephone number:1(403) 234-8282 | |||
Securities Registered Under Section 12(b) of the Exchange Act: | None | ||
Securities Registered Under Section 12(g) of the Exchange Act: | Common Stock, $0.001 par value (Title of class) | ||
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Corporation was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Corporation's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |_|
Revenue for the most recent fiscal year: $nil
Aggregate market value of voting and non-voting common stock held by non-affiliates of the Corporation using the average of the bid and asked price of the common stock, as of March 31, 2005: $1.12
Number of shares outstanding of each of the Corporation's classes of common stock, as of December 31, 2004: 68,119,460 shares of common stock, par value US$0.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE: None
PART I
Big Sky Energy Corporation, a Nevada Corporation, (“Big Sky” or the “Company”) is filing this Amendment No. 3 to its Annual Report on Form 10-KSB/A for the year ended December 31, 2004 for the sole purpose of amending Part I – Item 8A, which is set forth in its entirety below.
ITEM 8A.
CONTROLS AND PROCEDURES.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Subsequent to the discovery of the accounting error which was the causation of our current restatement, we carried out an evaluation, under the supervision and with the participation of our management and Audit Committee, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures while designed to provide reasonable assurance that information required to be disclosed in the reports the Corporation files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required, were lacking in rigor and application and disclosure controls were not functioning.
The areas that require to be remediated include:
-
lack of sufficient personnel with appropriate knowledge, experience and training in US GAAP;
-
lack of clear accountability structure within the accounting function;
-
lack of clear organization and accountability structure within the accounting function, including insufficient review and supervision, combined with financial reporting systems that are not integrated between our offices in Kazakhstan and North America and our offices and those of our accountants and require substantial manual intervention;
-
lack of review process for translated material prior to insertion into the accounting records of the company;
The accounting error was not related to the process by which information is processed and disclosed but was related to the complexities of the contracts that were the subject of the accounting error. The subject-contracts were originally drafted in Russian. Upon translation into English, certain provisions of the contracts were worded in way that lead to multiple possible interpretations. This lack of clarity was the root of the cause of the accounting error.
The Corporation intends to adopt a policy that all contracts drafted in a foreign language must be translated into English and then reviewed and approved by the Corporation’s legal counsel prior to execution. Management believes that this will ensure that specificity and clarity will be included in every contract executed by the Corporation and its subsidiaries and prevent the misinterpretation that occurred in the contracts referenced above.
As an initial step to addressing this lack of rigor and good practice, the Audit Committee conducted a recruitment exercise which culminated in the employment of a senior accounting professional with substantive experience in financial management and accounting within operational oil and gas enterprises. In addition, our Chief Financial Officer has engaged with our Corporate Governance and Compliance Consultant to devise and implement a sub-certification program throughout the accounting function with the long-term goal of extending this program to all business processes.
In conjunction with external service providers, we will continue to identify, develop and implement remedial measures to address these inadequacies and implement best practice in our internal controls over financial reporting.
It is therefore the conclusion of our chief executive officer and chief financial officer that our disclosure controls and procedures as of the period covered by this report were not effective.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Corporation caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 2, 2005
BIG SKY ENERGY CORPORATION | |
By: | /s/ S.A. Sehsuvaroglu |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Corporation and in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ Matthew Heysel | ||
|
/s/ Daming Yang | Director | |
|
/s/ Thomas Milne | Director | |
|
/s/ Bruce Gaston | Director | |
|
/s/ Philip Pardo | Chief Financial Officer and Director (Principal Accounting Officer) | |
|
/s/ Barry Swersky | Director | |
|
| Vice-President – New Development and Director | |
|
/s/ Servet Harunoglu | Director | |
Director |
| This ‘10KSB/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/2/05 | 10QSB/A | ||
| 3/31/05 | 10QSB, 10QSB/A, NT 10-Q | |||
| For Period End: | 12/31/04 | 10KSB, 10KSB/A, 4, NT 10-K | ||
| List all Filings | ||||