FORM 10-Q/A
(Amendment No. 1)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
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 000-21644
CRIMSON EXPLORATION INC.
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(Exact name of Registrant as specified in its charter)
Delaware 20-3037840
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
480 North Sam Houston Parkway East
Suite 300
Houston, Texas 77060
(Address of principal executive offices) (zip code)
(281) 820-1919
(Registrant's telephone number, including area code)
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 _X_ No ___
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. (See definition of "accelerated
filer and "large accelerated filer" in Rule 12b-2 of the Exchange Act). Large
Accelerated Filer ___ Accelerated Filer ___ Non-Accelerated Filer _X_
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___ No _X_
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, May 10, 2006, was 33,103,829 shares of
Common Stock, $.001 par value.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A to the Crimson Exploration
Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 to amend
and restate Part I, Item 4, in response to comments received by the Company from
the Commission's Staff pursuant to its review of the Company's post-effective
amendment no. 3 to its Registration Statement on Form S-1 (Reg. No. 333-116048).
The following item is included in this amendment:
Part I - Item 4. Controls and Procedures
In addition, this amendment includes the following exhibits:
Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
Exhibit 32 - Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
This Amendment No.1 on Form 10-Q/A does not reflect events occurring after the
filing of our original Quarterly Report on Form 10-Q on May 15, 2006 or include,
or otherwise modify or update, the disclosure contained therein in any way
except as expressly indicated above.
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PART I. FINANCIAL INFORMATION
ITEM 4. CONTROLS AND PROCEDURES.
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Our president and chief executive officer and our chief financial officer have
concluded, based on their evaluation as of the end of the period covered by this
Form 10-Q, that our disclosure controls and procedures, as defined under Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, are
effective to ensure that information we are required to disclose in the reports
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that our disclosure controls and procedures are effective to ensure that
information we are required to disclose in such reports is accumulated and
communicated to management, including our president and chief executive officer
and our chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.
During the period covered by this report, there has been no change in our
internal controls over financial reporting that materially affected, or is
reasonably likely to material affect, these controls.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
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Number Description
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31.1* Certification of Chief Executive Officer pursuant to Exchange Rule
13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to Exchange Rule
13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32* Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *Filed herewith.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRIMSON EXPLORATION INC.
(Registrant)
Date: July 17, 2006 By: /s/ Allan D. Keel
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Allan D. Keel
President and Chief Executive Officer
Date: July 17, 2006 By: /s/ E. Joseph Grady
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E. Joseph Grady
Senior Vice President and Chief
Financial Officer
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