-----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, UonMNHT8jSGlaXw9v/Og5PLzqET4/slN5Mdm/NSLoX1GhbsiFwPgNFyOwPRLkPQx hgMd7bc+hmOkc5VpNEkB9A== 0001424884-08-000123.txt : 20080618 0001424884-08-000123.hdr.sgml : 20080618 20080618172042 ACCESSION NUMBER: 0001424884-08-000123 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANAS PETROLEUM CORP CENTRAL INDEX KEY: 0001074447 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-107002 FILM NUMBER: 08906356 BUSINESS ADDRESS: STREET 1: BAHNHOFSTR. 9 STREET 2: PO BOX 155 CITY: BAAR STATE: V8 ZIP: 6341 BUSINESS PHONE: 41 44 718 10 32 MAIL ADDRESS: STREET 1: BAHNHOFSTR. 9 STREET 2: PO BOX 155 CITY: BAAR STATE: V8 ZIP: 6341 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESS SYSTEMS CORP DATE OF NAME CHANGE: 19981130 10-Q/A 1 form10-qa.htm QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) form10-qa.htm
 
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549

FORM 10-Q/A
Amendment No. 1

QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
Commission file number 333-107002

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

Nevada
(State or other jurisdiction of incorporation or organization)
91-1918324
(I.R.S. Employer
Identification No.)

Bahnhofstrasse 9,  6341 Baar, Switzerland
 (Address of principal executive offices) (Zip Code)

+41 (44) 718 10 30
(Issuer's telephone number)
 
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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes þ        No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an 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. (Check one):
             
Large accelerated filer o
 
Accelerated filer þ
 
Non-accelerated filer o
 
Smaller reporting company 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 þ
 
 
The number of shares of outstanding common stock of Manas Petroleum Corporation, which is the only class of its common equity, on May 9, 2008, was 113,526,381.
 


 
 

 

EXPLANATORY NOTE

We are filing this Amendment Number 1 on Form 10-Q/A (“Amendment Number 1”) to amend our quarterly report on Form 10-Q for the quarter ended March 31, 2008 (the “Original Report”) solely to amend our response to Item 4 of Part I and to clarify that there have been no changes to our internal control over financial reporting during that fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  This Amendment Number 1 continues to speak as of the date of the Original Report.  We have not updated the disclosures contained therein to reflect any events that have occurred at a date subsequent to the date of the Original Report.

PART I

Item 4.                      Controls and Procedures.
 
As of the end of the period covered by this report, we carried out an evaluation under the supervision and the participation of our management, 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 Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2008.
 
Additionally, our Chief Executive Officer and Chief Financial Officer determined that there have been no changes to our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 6.                      Exhibits

Exhibit 31.1 Certification of President and Principal Financial Officer
Exhibit 31.2 Certification of Chief Financial Officer
Exhibit 32.1 Certification of Chief Executive Officer
Exhibit 32.2 Certification of Chief Financial Officer

 
 

 

SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Manas Petroleum Corporation

/S/Thomas Flottmann                                                                         /S/ Rahul Sen Gupta
Name: Thomas Flottmann                                                                         Name: Rahul Sen Gupta
Title: Chief Executive Officer                                                                    Title: Chief Financial Officer
Date:  June 17, 2008                                                                                    Date: June 17, 2008


 
 
 


EX-31.1 2 exhibit31-1.htm CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER exhibit31-1.htm
 
 




EXHIBIT 31.1

CERTIFICATION OF PRESIDENT
AND CHIEF EXECUTIVE OFFICER
 
I, Thomas Flottmann, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q/A of Manas Petroleum 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 quarterly 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 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:  June 17, 2008

/S/Thomas Flottmann
___________________________________
Name:   Thomas Flottmann
Title: Chief Executive Officer
 
 



EX-31.2 3 exhibit31-2.htm CERTIFICATION OF PRESIDENT AND PRINCIPAL FINANCIAL OFFICER exhibit31-2.htm
 
 



EXHIBIT 31.2

CERTIFICATION OF PRESIDENT
AND PRINCIPAL FINANCIAL OFFICER
 
I, Rahul Sen Gupta, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q/A of Manas Petroleum 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 quarterly 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 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:  June 17, 2008

/S/Rahul Sen Gupta
_____________________________________
Name:  Rahul Sen Gupta
Title: Chief Financial Officer
 
 



EX-32.1 4 exhibit32-1.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 13CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 exhibit32-1.htm
 
 




EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


I, Thomas Flottmann, Chief Executive Officer of Manas Petroleum Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)           the Quarterly Report on Form 10-Q/A of the Company for the quarter ended March 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:  June 17, 2008

/S/Thomas Flottmann
_________________________________
Thomas Flottmann
Chief Executive Officer
 
 



EX-32.2 5 exhibit32-2.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 exhibit32-2.htm
 
 




EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


I, Rahul Sen Gupta, Chief Financial Officer of Manas Petroleum Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)           the Quarterly Report on Form 10-Q/A of the Company for the quarter ended March 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:  June 17, 2008

/S/Rahul Sen Gupta
_______________________________
Rahul Sen Gupta
Chief Financial Officer
 
 



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