UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

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

For the fiscal year ended December 31, 2011

 

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

Commission file number 33-16820-D

 

 

Arête Industries, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

 

Colorado   84-1508638

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

P. O. Box 141 Westminster CO   80036
(Address of Principal Executive Offices)   (ZIP Code)

Registrant’s Telephone Number, Including Area Code: (303) 427-8688

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

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

 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act    Yes  ¨    No  x

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

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  ¨    No  x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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  x    No  ¨

On March 31, 2012 the aggregate market value of the 5,954,448 common stock held by non-affiliates of the Registrant was approximately $8,336,227.

On March 31, 2012 the Registrant had 7,764,476 shares of common stock outstanding.

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non-Accelerated Filer   ¨    Smaller Reporting Company   x

 

 

 


EXPLANATORY NOTE

The Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form 10-K”) of Arête Industries, Inc. is being filed for the sole purpose of furnishing Exhibit 101 to the Form 10-K 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-K formatted in eXtensible Business Reporting Language (“XBRL”).

Pursuant to Rule 406T of Regulation S-T, the interactive date files on Exhibit 101 hereto are deemed not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

This Amendment does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures that may be or have been affected by subsequent events. Such subsequent matters will be addressed, as required, in subsequent reports filed by the registrant with the SEC. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the registrant’s other filings with the SEC.


PART IV

ITEM 15. EXHIBITS

 

Exhibit No.    Description    Ref.No  

EX -     3.1

   Restated Articles of Incorporation with Amendment adopted by shareholders on September 1, 1998.      1   

EX -     3.2

   Bylaws adopted by the Board of Directors on October 1, 1998.      1   

EX -     3.3

   Bylaws adopted by the Board of Directors on March 15, 2011.      1   

EX -     4.1

   Designation of Class A Preferred Stock dated February 26, 2001.      1   

EX -     4.2

   Designation of Series 1 Convertible Preferred Adopted November 19, 2001      1   

EX -   4.3

   Designation of Series 2 Convertible Preferred Adopted December 19, 2001.      1   

EX -   10.1

   2003 Omnibus Incentive Stock Compensation Plan Adopted, August 21, 2003      2   

EX -   10.2

   2004 Omnibus Incentive Stock Compensation Plan Adopted, August 4, 2004      3   

EX -   10.3

   Purchase agreement with PRB for purchase of pipeline      4   

EX -   21

   Subsidiaries of the Registrant      1   

EX -   23

   Consent from Ryder Scott      1   

EX -   31.1

   Certification of CEO Pursuant to 18 U.S.C, Section 7241, as adopted and Section 302 of the Sarbanes-Oxley Act of 2002      5   

EX -   31.2

   Certification of CFO Pursuant to 18 U.S.C, Section 7241, as adopted and Section 302 of the Sarbanes-Oxley Act of 2002      5   

EX -   32.1

   Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      5   

EX -   32.2

   Certification CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      5   

EX -   99.1

   Report from Ryder Scott      1   

EX - 101.INS

   XBRL Instance Document      5   

EX - 101.SCH

   XBRL Taxonomy Extension Schema Document      5   

EX - 101.CAL

   XBRL Taxonomy Extension Calculation Linkbase Document      5   

EX - 101.DEF

   XBRL Taxonomy Extension Definition Linkbase Document      5   

EX - 101.LAB

   XBRL Taxonomy Extension Label Linkbase Document      5   

EX - 101.PRE

   XBRL Taxonomy Extension Presentation Linkbase Document      5   


Notes to Exhibits:

1. These documents and related exhibits have been previously filed with the Securities and Exchange Commission, and by this reference are incorporated herein.

2. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-KSB filed on September 4, 2003.

3. These documents and related exhibits have been previously filed under the Company’s periodic reports for periods ended during the fiscal year 12/31/04 and are incorporated herein by reference.

4. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 18, 2006.

5. Attached to this report on Form 10-K as Exhibits and incorporated herein by reference.

6. To be furnished by amendment.


SIGNATURES

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

 

    Arête Industries, Inc.
May 1, 2012   By:  

/s/ Donald W. Prosser

    Donald W. Prosser
   

Chief Executive Officer

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.

 

/s/ Charles L. Gamber

Charles L. Gamber

  

Secretary and Director

 

May 1, 2012

/s/ Donald W. Prosser

Donald W. Prosser

  

Chairman of the Board and Chief Executive Officer

 

May 1, 2012

/ s/ John R. Herzog

John R. Herzog

  

Acting Chief Financial Officer and Director

 

May 1, 2012

/s/William Stewart

William Stewart

  

Director

  May 1, 2012