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

 
Form 10-Q/A
 
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014
 
or
 
o 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 000-504802
 
 
 

 
TRANSATLANTIC CAPITAL INC.
(Exact name of registrant as specified in its charter)
 

Nevada
 
98-0377767
(State or other jurisdiction
 
(I.R.S. Employer Identification No.)
 of icorporation or organization)    

1400 Veterans Memorial Highway, Suite 134-271
   
Mableton, Georgia
 
30126
(Address of principal executive offices)
 
(Zip Code)
 
 

  (404) 537-2900
(Registrant's telephone number including area code)
 

 

 
(Former Name or Former Address, if changed since last report)


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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  oNo
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)  x Yes    o No
 
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.
 
 
 
 Large accelerated filer o
   
 Accelerated filer  o
 
 
 Non-accelerated filer o   (Do not check if a smaller reporting company)
   
 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 o No   x
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 195,516 shares of common stock issued and outstanding as of February 5, 2015.
 
 
1

 
 
Explanatory Note
 
TransAtlantic Capital Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q/A for the period ended June 30, 2014 (the “Form 10-Q”), filed with the Securities and Exchange Commission on February 5, 2015 (the “Original Filing Date”), solely to correct a name and date on the Exhibit Index on page 19 relating to Exhibit 101.
 
No other changes have been made to the Form 10-Q/A. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q/A.
 
 
 
2

 
 
 
EXHIBIT INDEX
 
             
       
Incorporated by
       
Reference
           
Filing Date/
Exhibit
         
Period End
Number
 
Exhibit Description
 
Form
 
Date
             
3.1    Articles of Incorporation as filed with the Nevada Secretary of State dated May 22, 2003    10SB12G    11/21/2003
             
3.2    Certificate of Change as filed with the Nevada Secretary of State dated January 25, 2006    8-K   1/26/2006
             
3.3    Articles of Merger as filed with the Nevada Secretary of State dated April 25, 2006    8-K    5/4/2006
             
3.4   Certificate of Change as filed with the Nevada Secretary of State dated October 25, 2006        
             
3.5    Certificate of Change as filed with the Nevada Secretary of State dated October 25, 2006        
             
3.6    Certificate of Amendment as filed with the Nevada Secretary of State dated December 22, 2011        
             
 3.7   Certificate of Amendment as filed with the Nevada Secretary of State dated May 28, 2014    8-K    6/2/2014
             
3.8    Certificate of Change as filed with the Nevada Secretary of State datedMay 28, 2014    8-K    6/2/2014
             
3.9   By-laws    10SB12G   11/21/2003
             
         
             
         
             
         
             
         
             
 101*   Interactive Data Files for TransAtlantic Capital Inc. 10Q for the Period Ended June 30, 2014        
             
 101.INS*   XBRL Instance Document        
             
 101.SCH*   XBRL Taxonomy Extension Schema Document        
             
 101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document        
             
 101.DEF*   XBRL Taxonomy Extension Definition LinkbaseDocument        
             
 101.LAB*   XBRL Taxonomy Extension Label Linkbase Document        
             
 101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document        
             
* Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability. 
 
 
Reports on Form 8-K
 
Description
 
Form
 
 Filing Date
         
Change of Control   8-K    6-2-2014 
         
Amending Articles of Incorporation    8-K   6-2-2014 
 
 
3

 
 
Pursuant to the requirements 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.

 
   
 
LIBERATED ENERGY, INC.
Date: February 9 , 2005    
 
By:
/s/ JOSHUA GRIGGS
    Joshua Griggs
    President, Chief Executive Officer, Chairman of the Board
    (Principal Executive Officer)
     
Date: February 9 , 2015 By: /s/ KANDANCE W. NORRIS
  Kandancr W. Norris
  Chief Financial Officer
  (Principal Financial Officer
  and Principal Accounting Officer)


 
4

 



EXHIBIT 31.1 – Certification

CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002


I, Joshua Griggs, certify that:
 
1.
I have reviewed this  amended quarterly report on Form 10-Q/A of TransAtlantic Capital Inc. for quarter ended June 30, 2014;

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 amended report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) 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 rovide 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

 
c)
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(s) 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 the 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: February 9 , 2015
 
/s/ Joshua Griggs
Joshua Griggs
Chief Executive Officer &
Chairman of the Board
Principal Executive Officer



EXHIBIT 31.2 – Certification

CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002


I, Kandance W. Norris, certify that:
 
1.
I have reviewed this  amended quarterly report on Form 10-Q/A of TransAtlantic Caital Inc. for quarter ended June 30, 2014;

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 amended report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) 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 rovide 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

 
c)
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(s) 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 the 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: February 9 , 2015
 
/s/ Kandance W. Norris
Kandance W. Norris
Chief Financial Officer
Principal Financial Officer



EXHIBIT 32.1 – 906 Certification
 
CERTIFICATION PURSUANT TO 18 U.S.C., SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
    In connection with the amended quarterly report on Form 10-Q/A  of TransAtlantic Capital Inc. (the "Company") for the three months ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer (Principal Executive Officer) of the Company, hereby certifies pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
    1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2.     The information contained in the Report fairly presents in all material respects the financial condition and results of operations of the Company as of and for the period covered by the Report.
 

Date: February 9 , 2015
/s/ Joshua Griggs
 
Joshua Griggs
Chief Executive Officer
(Principal Executive Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TransAtlantic Capital Inc., and will be retained by TransAtlantic Capital Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 32.2 – 906 Certification
 
CERTIFICATION PURSUANT TO 18 U.S.C., SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
    In connection with the amended quarterly report on Form  10-Q/A  of TransAtlantic Capital Inc. (the "Company") for the three months ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Financial Officer (Principal Financial Officer) of the Company, hereby certifies pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
    1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2.     The information contained in the Report fairly presents in all material respects the financial condition and results of operations of the Company as of and for the period covered by the Report.
 

Date: February 9, 2015
/s/ Kandance W. Norris
 
Kandance W. Norris
Chief Financial Officer
(Principal Financial Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TransAtlantic Capital Inc., and will be retained by TransAtlantic Capital Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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