**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 June 30, 2008

 

OR

 

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

for the transition period fromto ____

 

Commission file number 000-21644

 

**CRIMSON EXPLORATION INC.**

(Exact name of Registrant as specified in its charter)

 

| **Delaware**

(State or other jurisdiction of incorporation)                                   |   | **20-3037840**

(IRS Employer Identification No.) |
|------------------------------------------------------------------------------------------------|--------|---------------------------------------------------|
|                                                                                           |   |                                              |
| **717 Texas Avenue, Suite 2900**

**Houston, Texas**

(Address of principal executive offices) |   | **77002**

(zip code)                             |
|                                                                                           |   |                                              |

 

**(713) 236-7400**

(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. YesxNoo

 

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 “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filero | Accelerated filero | Non-accelerated filero                      | Smaller reporting companyx |
|--------------------------|--------------------|---------------------------------------------|----------------------------|
|                     |               | (Do not check if smaller reporting company) |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox

 

On August 8, 2008, there were 5,212,644 shares outstanding of the Registrant’s Common Stock, par value $0.001.

 

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**EXPLANATORY NOTE**

 

The purpose of this Amendment No. 1 on Form 10-Q/A to the Crimson Exploration Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 (the “Original Filing”) is to file Exhibit 23.1, the consent of Netherland, Sewell & Associates, Inc., that was inadvertently omitted from the Original Filing.

 

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| **ITEM 6.** |   | **EXHIBITS.** |
|-------------|--------|---------------|

|   |   |                                                                                                                                                                                                                                                       |   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Number |   | Description                                                                                                                                                                                                                                                |   |
|   |   |                                                                                                                                                                                                                                                       |
| 2.1    |   | Purchase and Sale Agreement, dated April 28, 2008, by and among Smith Production, Inc. and Crimson Exploration Inc. (incorporated by reference to the exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008). |
|   |   |                                                                                                                                                                                                                                                       |
| *23.1  |   | Consent of Netherland, Sewell & Associates, Inc.                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                       |
| *31.1  |   | Certification of Chief Executive Officer pursuant to Exchange Rule13a-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.                                                                                                         |
|   |   |                                                                                                                                                                                                                                                       |
| **32.1 |   | Certification of Chief Executive Officer pursuant to 18.U.S.C Section 1350 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 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                       |
|   |   | *Filed herewith.                                                                                                                                                                                                                                           |
|   |   | **Previously filed.                                                                                                                                                                                                                                        |

 

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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:  | August 13, 2008 | By:    | /s/ Allan D. Keel                                 |
|--------|-----------------|--------|---------------------------------------------------|
|   |            |   | Allan D. Keel                                     |
|   |            |   | President and Chief Executive Officer             |
|   |            |   |                                              |
| Date:  | August 13, 2008 | By:    | /s/ E. Joseph Grady                               |
|   |            |   | E. Joseph Grady                                   |
|   |            |   | Senior Vice President and Chief Financial Officer |

 

 

 

 

 

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