UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM 10-QSB/A
(Mark One)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 2005
|_| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _____________ to _____________
Commission File Number 000-50682
Tremisis Energy Acquisition Corporation
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 20-0700684
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1775 Broadway, Suite 604, New York, New York 10019
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(Address of Principal Executive Office)
(212) 397-1464
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(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) 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 |X| No
|_| |_|
As of May 16, 2005, 7,700,000 shares of common stock, par value $.0001 per
share, were issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
Note: Amendment No. 1 to this Quarterly Report on Form 10-QSB is being filed
solely to amend the disclosure in Item 3 of Part I, Controls and Procedures.
Except for the amended information referred to above, this Form 10-QSB/A
continues to speak as of March 31, 2005.
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ITEM 3. CONTROLS AND PROCEDURES.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Securities Exchange Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
company reports filed or submitted under the Exchange Act is accumulated and
communicated to management, including our chief executive officer and treasurer,
as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief
executive officer and treasurer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of
March 31, 2005. Based upon their evaluation, they concluded that our
disclosure controls and procedures were effective.
Our internal control over financial reporting is a process designed by, or
under the supervision of, our chief executive officer and treasurer and effected
by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of our financial reporting and the
preparation of our financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over financial
reporting includes policies and procedures that pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.
During the most recently completed fiscal quarter, there has been no
significant change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
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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.
TREMISIS ENERGY
ACQUISITION CORPORATION
Dated: January 31, 2006
/s/ Lawrence S. Coben
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Lawrence S. Coben
Chairman of the Board and
Chief Executive Officer
/s/ Isaac Kier
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Treasurer
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