form_10ksba-123102
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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 DECEMBER 31, 2002.
Commission File No. 000-31170
TETON PETROLEUM COMPANY
(Name of small business issuer in its charter)
DELAWARE 1482290
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1600 Broadway, Suite 2400
Denver, Co. 80202 - 4921
(Address of principal executive offices)
Issuer's telephone number: 970.870.1417
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [X] NO [
]
Check if 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 registrant'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. [ X ]
The issuer's revenue for its most recent fiscal year was $6,923,320.
The aggregate market value of the common stock held by non-affiliates of the
issuer, 64,272,101 shares of common stock, as of March 24, 2003, was
approximately $23,330,772, based on the closing bid of $.363 for the issuer's
common stock as reported on the OTC Bulletin Board. Shares of common stock held
by each director, each officer named in Item 9, and each person who owns 10% or
more of the outstanding common stock have been excluded from this calculation in
that such persons may be deemed to be affiliates. The determination of affiliate
status is not necessarily conclusive.
As of March 31, 2003, the issuer had 77,242,468 shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE - NONE
Transitional Small Business Disclosure Format (Check one): YES [ ] NO[X]
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following tables sets forth, as of March 25, 2003, the number of and
percent of our common stock beneficially owned by (a) all directors and
nominees, naming them, (b) our executive officers, (c) our directors and
executive officers as a group, without naming them, and (d) persons or groups
known by us to own beneficially 5% or more of our common stock:
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
H. Howard Cooper 7,360,535 (1) 8.89%
2135 Burgess Creek Road
Suite #7
P.O. Box 774327
Steamboat Springs, CO 80477
Thomas F. Conroy 656,110 (2) 0.84%
3825 S. Colorado Blvd.
Denver, CO 80110
James J. Woodcock 4,778,224 (3) 5.91%
2404 Commerce Drive
Midland, TX 79702
Karl F. Arleth 2,375,939 (4) 3.02%
P.O. Box 23507
0467 Lariat Loop
Silverthorne, CO 80498
All executive officers and 15,170,808 17.18%
directors as a group (4 persons)
----------
* Less than one percent.
(1) Includes 5,586,250 warrants.
(2) Includes 464,444 warrants.
(3) Includes 3,566,667 warrants
(4) Includes 1,466,667 warrants
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits.
--------
Exhibit No. Description
----------- -----------
3.1.1 Certificate of Incorporation of EQ Resources Ltd incorporated
by reference to Exhibit 2.1.1 of Teton's Form 10-SB, filed July
3, 2001.
3.1.2 Certificate of Domestication of EQ Resources Ltd incorporated
by reference to Exhibit 2.1.2 of Teton's Form 10-SB, filed July
3, 2001.
3.1.3 Articles of Merger of EQ Resources Ltd. and American-Tyumen
Exploration Company incorporated by reference to Exhibit 2.1.3
of Teton's Form 10-SB, filed July 3, 2001.
3.1.4 Certificate of Amendment of Teton Petroleum Company
incorporated by reference to Exhibit 2.1.4 of Teton's Form
10-SB, filed July 3, 2001.
3.1.5 Certificate of Amendment of Teton Petroleum Company
incorporated by reference to Exhibit 2.1.5 of Teton's Form
10-SB, filed July 3, 2001.
3.1.6 Certificate of Amendment of Teton Petroleum Company increasing
the authorized capital stock
3.2 Bylaws, as amended, of Teton Petroleum Company incorporated by
reference to our From 10KSB for the year ended December 31, 2001.
10.1 Employment Agreement, dated May 1, 2002, between Teton
Petroleum Company and H. Howard Cooper incorporated by
reference to our Form 10KSB for the year ended December 31,
2001.
10.2 Memorandum of Understanding dated November 26, 2002
21.1 List of Subsidiaries.
99.1 Certification of the Chief Executive Officer of Teton Petroleum
Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of the Chief Financial Officer of Teton Petroleum
Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.3 Code of Ethics and Business Conduct of Officers, Directors and
Employees of Teton Petroleum Company (previously filed)
99.4 Audit Committee Charter (previously filed)
Reports on Form 8-K.
-------------------
We filed the following reports on Form 8-K during our fourth quarter of 2002:
October 22, 2002, Item 8 - Reporting a change back to a December 31 fiscal
year-end.
December 12, 2002, Item 5 - Reporting proceeds raised on private placement
offering and third quarter results.
ITEM 14. CONTROLS AND PROCEDURES
As of December 31, 2002, an evaluation was performed by our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on that
evaluation, Our Chief Executive Officer and Chief Financial Officer, concluded
that our disclosure controls and procedures were effective as of December 31,
2002. There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
December 31, 2002.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TETON PETROLEUM COMPANY, INC.
Date: April 10, 2003 By: /s/ H. Howard Cooper
-----------------------------------------
H. Howard Cooper, President (Chief
Executive Officer) and Director
Date: April 10, 2003 By: /s/ Thomas F. Conroy
-----------------------------------------
Thomas F. Conroy, Chief Financial Officer
(Principal Financial Officer)
Date: April 10, 2003 By: /s/ Karl F. Arleth
-----------------------------------------
Karl F. Arleth, Director
Date: April 10, 2003 By: /s/ James J. Woodcock
-----------------------------------
James J. Woodcock, Director
CERTIFICATION
I, Howard Cooper, CEO, certify that:
1. I have reviewed this annual report on Form 10-KSB of Teton Petroleum
Company;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures 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 annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, 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 in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
April 10, 2003
/s/ Howard Cooper
Chief Executive Officer
CERTIFICATION
I, Thomas F. Conroy, CFO, certify that:
1. I have reviewed this annual report on Form 10-KSB of Teton Petroleum
Company;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures 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 annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, 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 in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
April 10, 2003
/s/ Thomas F. Conroy
Chief Financial Officer