**U.S. SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**For Annual and Transition Reports pursuant to Section 13or 15(d) of theSecurities Exchange Act of 1934****(MarkOne)**

 

**ý****  AnnualReport pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934**

 

**For the fiscal year ended**

**December 31, 2004**

 

**o****  TransitionReport pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934**

 

**Commission File Number: 000-50715**

 

**Transmeridian Exploration, Inc.**

(Exact name of Registrant as specified in itscharter)

 

| **Delaware**                                    | ** ** | **76-0644935**                           |
|-------------------------------------------------|------------|------------------------------------------|
| (State or other  jurisdiction of incorporation) |       | (I.R.S. Employer  Identification Number) |
|                                            |       |                                     |
| **397 N. Sam Houston Pkwy E,  Suite 300**       | ** ** | ** **                               |
| **Houston, Texas**                              | ** ** | **77060**                                |
| (Address of principal  executive office)        |       | (Zip Code)                               |

 

Registrant’s telephone number, including areacode:  **(281)999-9091**

 

Securities registered pursuant to Section 12(b)of the Exchange Act:  **Common Stock.**

 

Securities registered pursuant to Section 12(g)of the Exchange Act:  **Common Stock.**

 

Checkwhether the Registrant (1) has filed all reports required to be filed by Section 13or 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  ý                No   o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.       o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Act).  Yes  ý   No   o

 

Theaggregate market value of the common stock held by non-affiliates of theRegistrant was approximately $151,480,977on April 1, 2005 based upon theclosing sale price of common stock on such date of $2.47 per share on theAmerican Stock Exchange.  As of April 4,2005, the Registrant had 80,092,318 shares of common stock issued andoutstanding.

 

 

 

**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, originally filed on March 16, 2005 (the “Original Filing”). The registrant hereby amends and restates Item 9A of Part II to include Management’s Report on Internal Control over Financial Reporting and the Independent Registered Public Accounting Firm’s audit report on management’s assessment. The registrant also has amended Exhibit 21.1 (list of subsidiaries) and included as an exhibit consents of experts and its independent public accountant.  No other changes have been made to the Original Filing.

 

**Item 9A.  Controls and Procedures**

 

*Corporate Disclosure Controls*

 

*Evaluationof Disclosure Controls and Procedures***.**

 

Based on our evaluation during the most recentquarter, our principal executive officer and principal financial officer haveconcluded that our disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended(the “Exchange Act”)) were effective as of December 31, 2004 to ensurethat information required to be disclosed by us in reports that we file orsubmit under the Exchange Act is recorded, processed, summarized and reportedwithin the time periods specified in SEC rules and forms.

 

*Changesin Internal Controls.*

 

There have been no significant changes in ourinternal controls or in other factors that could significantly affect ourdisclosure controls and procedures subsequent to the date of the previouslymentioned evaluation.

 

*Management’sReport on Internal Control over Financial Reporting*

 

Transmeridian’s management is responsible forestablishing and maintaining adequate internal control over financial reportingfor Transmeridian, as such term is defined in Rules 13a-15(f) and15d-15(f) under the Securities Exchange Act of 1934. Under the supervision andwith the participation of Transmeridian’s management, including our principalexecutive and principal financial officers, Transmeridian conducted anevaluation of the effectiveness of its internal control over financialreporting based on the framework in*InternalControl — Integrated Framework* issued by the Committee ofSponsoring Organizations of the Treadway Commission (the “COSO Framework”).Based on this evaluation under the COSO Framework which was completed on April 1,2005, management concluded that its internal control over financial reportingwas effective as of December 31, 2004.

 

Management’s assessment of the effectiveness of Transmeridian’sinternal control over financial reporting as of December 31, 2004 has beenaudited by John A. Braden & Company, P.C., an independent registered publicaccounting firm who audited Transmeridian’s consolidated financial statementsas of and for the year ended December 31, 2004, as stated in their reportwhich is included herein.

 

**Report of Independent Registered PublicAccounting Firm**

 

 The Board ofDirectors and Stockholders

 

 TransmeridianExploration, Inc.:

 

We have audited management’s assessment, included inthe accompanying Management’s Annual Report on Internal Control Over FinancialReporting, that Transmeridian Exploration, Inc. maintained effective internalcontrol over financial reporting as of December 31, 2004, based oncriteria established in*InternalControl — Integrated Framework* issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). TransmeridianExploration, Inc.’s. management is responsible for maintaining effectiveinternal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting. Our

 

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responsibility is to express an opinion onmanagement’s assessment and an opinion on the effectiveness of the Company’sinternal control over financial reporting based on our audit.

 

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting wasmaintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, evaluatingmanagement’s assessment, testing and evaluating the design and operatingeffectiveness of internal control, and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.

 

A company’s internal control over financialreporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures maydeteriorate.

 

In our opinion, management’s assessment that TransmeridianExploration, Inc. maintained effective internal control over financial reportingas of December 31, 2004, is fairly stated, in all material respects, basedon criteria established in*InternalControl — Integrated Framework* issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). Also, in ouropinion, Transmeridian Exploration, Inc. maintained, in all material respects,effective internal control over financial reporting as of December 31,2004, based on criteria established in*Internal Control — Integrated Framework* issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO).

 

We also have audited, in accordance with thestandards of the Public Company Accounting Oversight Board (United States), theconsolidated balance sheets of Transmeridian Exploration, Inc. and subsidiariesas of December 31, 2004 and 2003, and the related consolidated statementsof operations, stockholders’ equity and comprehensive income (loss) and cashflows for each of the years in the three-year period ended December 31,2004, and our report dated March 14, 2005 expressed an unqualified opinionon those consolidated financial statements.

 

John A. Braden & Company, P.C.

 

April 19, 2005

 

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**PART IV**

 

**Item 15.  Exhibits, FinancialStatements and Schedules and Reports on Form 8-K**

 

**(a)****         ****The following documents arefiled as part of this report**:

 

Exhibits

 
| **Exhibit  Number** | ** ** | **Description**                                             | ** ** | **Incorporation by Reference** |
|---------------------|------------|-------------------------------------------------------------|------------|--------------------------------|
| 21.1                |       | List of Subsidiaries                                        |       | Filed Herewith                 |
|                |       |                                                        |       |                           |
| 23.1                |       | Consent of John A. Braden & Co., P.C.              |       | Filed Herewith            |
|                |       |                                                        |       |                           |
| 23.2                |       | Consent of Ryder Scott Company, L.P.                        |       | Filed Herewith                 |
|                |       |                                                        |       |                           |
| 31.1                |       | Rule 13a-14(a) Certification of Chief Executive  Officer    |       | Filed Herewith                 |
|                |       |                                                        |       |                           |
| 31.2                |       | Rule 13a-14(a) Certification of Chief Financial  Officer    |       | Filed Herewith                 |
|                |       |                                                        |       |                           |
| 32.1                |       | Section 1350 Certification of Chief Executive  Officer |       | Filed Herewith                 |
|                |       |                                                        |       |                           |
| 32.2                |       | Section 1350 Certification of Chief Financial  Officer |       | Filed Herewith                 |

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the Registrant has duly caused this annual report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|   | Transmeridian Exploration, Inc.                                             |
|--------|-----------------------------------------------------------------------------|
|   |                                                                        |
|   |                                                                        |
|   | /s/ Lorrie T. Olivier                                                       |   |
|   | Lorrie T. Olivier                                                           |
|   | Chairman of the Board of Directors,  President and Chief  Executive Officer |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated.

 
| **Date**            | ** ** | **Signature**                             | ** ** | **Title**                             |
|---------------------|------------|-------------------------------------------|------------|---------------------------------------|
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ Lorrie T. Olivier                     |       |                                  | Chairman of the Board of Directors, |
|                |       | Lorrie T. Olivier                         |       | President and Chief Executive Officer |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ Earl W. McNiel                        |       |                                  | Vice President and Chief Financial Officer |
|                |       | Earl W. McNiel                            |       |                                  |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ Bruce A. Falkenstein                  |       |                                  | Vice President of Exploration and |
|                |       | Bruce A. Falkenstein                      |       | Geology                               |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/Joseph S. Thornton                     |       |                                  | Vice President of Operations |
|                |       | Joseph S. Thornton                        |       |                                  |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ Charles J. Campise                    |       |                                  | Corporate Controller |
|                |       | Charles J. Campise                        |       |                                  |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ Marvin Carter                         |       |                                  | Director |
|                |       | Marvin Carter                             |       |                                  |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ James H. Dorman                       |       |                                  | Director |
|                |       | James H. Dorman                           |       |                                  |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ Philip J. McCauley                    |       |                                  | Director |
|                |       | Philip J. McCauley                        |       |                                  |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ J. Fernando Zúñiga y Rivero |       |                                  | Director |
|                |       | J. Fernando Zuniga y Rivero               |       |                                  |
|                |       |                                      |       |                                  |
| April 20, 2005 |       | /s/ George E. Reese                       |       |                                  | Director |
|                |       | George E. Reese                           |       |                                  |
|                     |            |                                           |            |                                       |  |  |  |

 

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