-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TDMGQBw5uBZUhbvOGKmGFXr+qVGlH0z7hnJcuJyQoD9YvxNflKyuPoOjZbg3QLG7 12kfuBreu6kIQDwNIHv5FQ== 0001044764-05-000279.txt : 20051202 0001044764-05-000279.hdr.sgml : 20051202 20051202145600 ACCESSION NUMBER: 0001044764-05-000279 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG SKY ENERGY CORP CENTRAL INDEX KEY: 0001075247 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721381282 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28345 FILM NUMBER: 051240519 BUSINESS ADDRESS: STREET 1: 750 440 2 AVE SW STREET 2: SAME CITY: CALGARY STATE: A0 ZIP: T2P 5E9 BUSINESS PHONE: 4032348885 MAIL ADDRESS: STREET 1: 750 440 2 AVE SW STREET 2: SAME CITY: CALGARY STATE: A0 ZIP: T2P 5E9 FORMER COMPANY: FORMER CONFORMED NAME: CHINA ENERGY VENTURES CORP DATE OF NAME CHANGE: 20040113 FORMER COMPANY: FORMER CONFORMED NAME: CHINA BROADBAND CORP DATE OF NAME CHANGE: 20000428 FORMER COMPANY: FORMER CONFORMED NAME: INSTITUTE FOR COUNSELING INC DATE OF NAME CHANGE: 19991123 10QSB/A 1 form10qsbamend4current.htm FORM 10-QSB AMENDMENT NO. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

_________________________




FORM 10-QSB

Amendment No. 4


[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2005

 


OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___________________ to ______________________.


Commission file number 000-28345


Big Sky Energy Corporation,


  (Exact name of small business issuer as specified in its charter)


NEVADA

 

72-1381282

(Jurisdiction of incorporation)

 

(I.R.S. Employer Identification No.)

   

Suite 750, 440 – 2nd Avenue SW Calgary, Alberta, Canada T2P 5E9

(Address of principal place of business or intended principal place of business)


 (403) 234-8282

 (Issuer’s telephone number)


Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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    Ö       No          


The number of outstanding shares of common stock, with $0.001 par value, of the registrant as at June 30, 2005 was 97,97,829,060


Transitional Small Business Disclosure Format (check one): Yes           No     Ö     


PART 1

Big Sky Energy Corporation, a Nevada Corporation, (“Big Sky” or the “Company”) is filing this Amendment No. 4 to its Quarterly Report on Form 10-QSB/A for the period ended June 30, 2005 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



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.



 

Big Sky Energy Corporation





                         /s/ S.A. Sehsuvaroglu

Date: December 2, 2005

By:

Name:

S.A. Sehsuvaroglu

Title:

Chief Executive Officer (Principal Executive Officer)






               /s/ Bruce H. Gaston

Date:  December 2, 2005

By:

Name:

Bruce H. Gaston

Title:      Chief Financial Officer (Principal Accounting Officer)


EX-31 2 exhibit311sehsuvaroglu.htm EXHIBIT 31.1 CERTIFICATION

RULE 13A-14(A)/15D-14(A) CERTIFICATION


I, Selami Ahmet Sehsuvaroglu, certify that:


(1) I have reviewed this amended quarterly report of Big Sky Energy Corporation (the “Registrant”).


(2) Based on my knowledge, this amended quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order 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 amended quarterly report.


(3) Based on my knowledge, the financial statements, and other financial information included in this amended quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended quarterly report.


(4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant 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 the Registrant, 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;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's 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

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

(5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date:  December 2, 2005

By:   /s/ Selami Ahmet Sehsuvaroglu
Name:  Selami Ahmet Sehsuvaroglu
Title:    Chief Executive Officer (Principal Executive Officer)

EX-31 3 exhibit312gaston.htm EXHIBIT 31.2 CERTIFICATION

RULE 13A-14(A)/15D-14(A) CERTIFICATION


I, Bruce Gaston, certify that:


(1) I have reviewed this amended quarterly report of Big Sky Energy Corporation (the “Registrant”).


(2) Based on my knowledge, this amended quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order 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 amended quarterly report.


(3) Based on my knowledge, the financial statements, and other financial information included in this amended quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended quarterly report.


(4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant 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 the Registrant, 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;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's 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

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

(5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date:  December 2, 2005

By: /s/ Bruce Gaston
Name:  Bruce Gaston
Title:    Chief Financial Officer (Principal Accounting Officer)

EX-32 4 exhibit321sehsuvaroglu.htm EXHIBIT 32.1 CERTIFICATION

EXHIBIT 32


CERTIFICATION 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 Quarterly Report Amendment No. 4 of Big Sky Energy Corporation (the “Company”) on Form 10-QSB for the period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Selami Ahmet Sehsuvaroglu, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)

The Report 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




Date:  December 2, 2005

By: /s/ Selami Ahmet Sehsuvaroglu

Name:  Selami Ahmet Sehsuvaroglu

Title:   Chief Executive Officer (Principal Executive Officer)

EX-32 5 exhibit322gaston.htm EXHIBIT 32.2 CERTIFICATION

EXHIBIT 32


CERTIFICATION 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 Quarterly Report Amendment No. 4 of Big Sky Energy Corporation (the “Company”) on Form 10-QSB for the period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce Gaston, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)

The Report 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




Date:  December 2, 2005

By: /s/ Bruce Gaston

Name:  Bruce Gaston

Title:   Chief Financial Officer (Principal Accounting Officer)

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