SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Fiscal Year Ended December 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____________ to _____________
Commission File No. 1-32955
HOUSTON AMERICAN ENERGY CORP.
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(Exact name of registrant specified in its charter)
Delaware 76-0675953
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 Travis Street, Suite 1425, Houston, Texas 77002
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(Address of principal executive offices)(Zip code)
Issuer's telephone number, including area code: (713) 222-6966
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class each is registered
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Common Stock, $0.001 par value The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act.
[ ] Yes [X] No
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.
[X] Yes [ ] No
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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
[X]
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 definition of "accelerated filer," "large accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant on June 29, 2007, based on the closing
sales price of the registrant's common stock on that date, was approximately
$59,142,658. Shares of common stock held by each current executive officer and
director and by each person known by the registrant to own 5% or more of the
outstanding common stock have been excluded from this computation in that such
persons may be deemed to be affiliates.
The number of shares of the registrant's common stock, $0.001 par value,
outstanding as of February 29, 2008 was 27,920,172.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for its 2008 Annual Meeting are
incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Houston American
Energy Corp. (the "Company") amends the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2007 (the "Original Filing"), which was filed
with the Securities and Exchange Commission on March 28, 2008. The Company is
filing this Amendment No. 1 for the purpose of correcting the registration
statements listed in Exhibits 23.1 and 23.2 (the consents of Thomas Leger & Co.,
L.L.P., dated March 26, 2007, and Malone & Bailey, PC, dated March 27, 2008) of
the Original Filing. Except as described above, this Amendment No. 1 does not
amend any other information set forth in the Original Filing and the Company has
not updated disclosures contained therein to reflect any events that occurred at
a date subsequent to the date of the Original Filing.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
The following Exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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23.1 Consent of Thomas Leger & Co., L.L.P., independent
registered public accounting firm.
23.2 Consent of Malone & Bailey, PC, independent registered
public accounting firm.
31.1 Certification of Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act
of 1934, as amended.
31.2 Certification of Chief Financial Officer pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act
of 1934, as amended.
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.
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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HOUSTON AMERICAN ENERGY CORP.
Dated: June 19, 2008
By: /s/ John F. Terwilliger
John F. Terwilliger
President