-----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, SnE0a8fPOQ5sDPpS6gNg3BDcbe7csPJCykVgfCCSixEM4j48udhVuq80M6dQGYC7 mSRSKtehRvgDHzkwKlOaTA== 0001269678-10-000055.txt : 20100330 0001269678-10-000055.hdr.sgml : 20100330 20100330162238 ACCESSION NUMBER: 0001269678-10-000055 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20100330 DATE AS OF CHANGE: 20100330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ReoStar Energy CORP CENTRAL INDEX KEY: 0001335288 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 208428738 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52316 FILM NUMBER: 10714146 BUSINESS ADDRESS: STREET 1: 3880 HULEN STREET CITY: FORT WOTH STATE: TX ZIP: 76107 BUSINESS PHONE: 1-817-989-7367 MAIL ADDRESS: STREET 1: 3880 HULEN STREET CITY: FORT WOTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: GOLDRANGE RESOURCES, INC. DATE OF NAME CHANGE: 20050804 10-K/A 1 reo10ksbamend033108.htm REOSTAR ENERGY CORP - Form 10-KSB/A

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2008

Commission file number 000-26139

REOSTAR ENERGY CORPORATION
(Name of small business issuer in its charter)


Nevada
 
 
 
20-8428738
(State or other jurisdiction of incorporation or
organization)
 
 
 
(IRS Employer Identification Number)
 
 

3880 Hulen St., Ste 500, Fort Worth, TX
76107
(Address of principal executive offices))
(Zip Code)

Issuer's telephone number: 817-989-7367

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value
(Title of class)



Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o

Check whether the issuer (1) 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Revenue for the fiscal year ended March 31, 2008 is $5,490,331 and the aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing bid price of such stock as of March 31, 2008 amounted to $15,487,172.

The number of shares outstanding of the registrant's common stock as of March 31, 2008 was 80,181,310 shares.





DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant's 2008 annual meeting of shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended March 31, 2008 are incorporated by reference in Part III of this Form 10-KSB.

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

EXPLANATORY NOTE: This Amendment to our Annual Report on Form 10-KSB/A for the fiscal year ended March 31, 2008 has been filed solely to provide revised certifications of the officers attached as Exhibit 31.1 and 31.2 of this report. No other revisions are being made to our Annual Report on Form 10-KSB/A for the fiscal year ended March 31, 2008 originally filed with the Securities and Exchange Commission on July 23, 2008. Accordingly, this Amendment should be read in conjunction with our original Annual Report on Form 10-KSB/A filed on July 23, 2008.






PART III

ITEM 13. EXHIBITS LISTING

The following exhibits are filed as part of this report:

Number   Exhibit Description
     
31.1   Certification by the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification by the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification by the CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification by the CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    REOSTAR ENERGY CORPORATION
     
     
Date: March 30, 2010
By:   
    /s/   Mark S. Zouvas                                                            
        Mark S. Zouvas
    President, Chief Executive Officer and Director
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE
 
TITLE
 
DATE
         
/s/  Mark S. Zouvas   President, Chief Executive Officer and Director  
March 30, 2010
    Mark S. Zouvas   (Principal Executive Officer)  
       
/s/ Scott Allen   Chief Financial Officer and Director  
March 30, 2010
    Scott Allen   (Principal Financial Officer)  
       
/s/ M. O. Rife III   Chairman of the Board of Directors  
March 30, 2010
    M. O. Rife III      
       
/s/ Jean-Baptiste Heinzer   Director  
March 30, 2010
    Jean-Baptiste Heinzer      
       
/s/ Alan Rae   Director  
March 30, 2010
    Alan Rae        
         




EX-31.1 2 reo10ksbamend033108ex311.htm SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER REOSTAR ENERGY CORP - Exhibit 31.1

Exhibit 31.1


Certification of Chief Executive Officer

I, Mark S. Zouvas, certify that:

  1. I have reviewed this report on Form 10-KSB/A for the year ended March 31, 2008 of ReoStar Energy Corporation;
     
  2. 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 the registrant as of, and for, the periods presented in this report;
     
  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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: March 30, 2010 By: /s/ Mark S. Zouvas                 
        Mark S. Zouvas
        Chief Executive Officer

EX-31.2 3 reo10ksbamend033108ex312.htm SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER REOSTAR ENERGY CORP - Exhibit 31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Scott D. Allen, certify that:


  1. I have reviewed this report on Form 10-KSB/A for the year ended March 31, 2008 of ReoStar Energy Corporation;
     
  2. 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 the registrant as of, and for, the periods presented in this report;
     
  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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: March 30, 2010 By:/s/ Scott D. Allen          
       Scott D. Allen
       Chief Financial Officer

EX-32.1 4 reo10ksbamend033108ex321.htm SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER REOSTAR ENERGY CORP - Exhibit 32.1

EXHIBIT 32.1


Certification of Chief Executive 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 Annual Report on Form 10-KSB/A of ReoStar Energy Corporation (the "Company") for the year ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Mark S. Zouvas, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: March 30, 2010   /s/ Mark S. Zouvas           
    Mark S. Zouvas
    Chief Executive Officer

EX-32.2 5 reo10ksbamend033108ex322.htm SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER REOSTAR ENERGY CORP - Exhibit 32.2

EXHIBIT 32.2


Certification of 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 Annual Report on Form 10-KSB/A of ReoStar Energy Corporation (the "Company") for the year ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Scott D. Allen, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: March 30, 2010   /s/ Scott D. Allen           
    Scott D. Allen, CPA
    Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----