0001437749-22-013674ckx20211231_10ka.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K/A
(Amendment No. 1)
 
☑
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2021
--12-31FY2021
 
or
 
☐
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 1-31905
CKX Lands, Inc.
(Exact name of registrant as specified in its Charter)
 
Louisiana
(State or other jurisdiction of
incorporation or organization)
  
72-0144530
(I.R.S. Employer Identification Number)
     
2417 Shell Beach Drive
Lake Charles, LA
(Address of principal executive offices)
  
70601
(Zip Code)
 
Registrant’s telephone number, including area code: (337) 493-2399
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock with no par value
CKX
NYSE American
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     
Yes ☐     No ☑
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     
Yes ☐     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.
Yes ☑     No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☑     No ☐
 
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated
filer  ☐
Accelerated
filer  ☐  
Non-accelerated filer 
☑
Smaller reporting company
☑
 
    
Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES ☐     NO ☑
 
The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2021 based on the closing price on that date of $12.44 was $17,094,488.
 
The number of shares of the registrant’s Common Stock outstanding as of May 26, 2022, was 1,942,495.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Registrant’s definitive Proxy Statement prepared in connection with the 2022 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.
 
 
 
 
EXPLANATORY NOTE
 
This Amendment No. 1 to Form 10-K (this “Amendment No.1” or “Form 10-K/A”) is being filed to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, of CKX Lands, Inc., a Louisiana corporation, originally filed March 28, 2022, with the United States Securities and Exchange Commission, or the “SEC” (the “Original Filing”). We are filing this Amendment No. 1 to include as an exhibit to the Original Filing the consent of our independent registered public accounting firm to the incorporation by reference in our Registration Statement on Form S-8, No. 333-256589 (the “Registration Statement”), of their report dated March 28, 2022 with respect to our financial statements that was included in the Original Filing. As of the filing of this Amendment No. 1, no securities covered by the Registration Statement have ever been sold.
 
Part IV (Items 15 and 16) of the Original Filing is hereby deleted in its entirety and replaced with the following Part IV set forth below, including to add new exhibits. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 31.2 and Exhibit 31.3, respectively. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Also, we are not including the certifications under Section 906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1. Further, we are amending the cover page to update the number of ordinary shares outstanding and to remove the statement that information is being incorporated by reference from our definitive proxy statement.
 
Except as described above, no other changes have been made to the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and our other filings with the SEC. The Original Filing continues to speak as of its date, and we have not updated the disclosures contained in the Original Filing to reflect any events that occurred after the filing of the Original Filing.
 
Except where the context indicates otherwise, the terms “Registrant,” “Company,” “we,” “us,” or “our” refer to CKX Lands, Inc.
 
Auditor Name: MaloneBailey, LLP          Auditor Location: Houston, Texas     Auditor Firm ID: 206
 
 
 
 
 
TABLE OF CONTENTS
 
EXPLANTORY NOTE
    
PART IV
    
Item 15.
Exhibits, Financial Statement Schedules
1
Item 16.
Form 10-K Summary
2
SIGNATURES
3
 
 
 
 
ITEM 15.
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
 
 
(a)
Documents filed as part of this report:
 
 
(1)
Financial Statements. The financial statements filed as part of this report are listed in the Table of Contents to Financial Statements appearing immediately after the signature page of this Form 10-K and are included herein by reference.
 
 
(2)
Financial Statement Schedules. Financial Statement Schedules are not required.
 
 
(3)
Exhibits. See (b) below
 
 
(b)
Exhibits:
 
 
3.1
   
 
 
3.2
   
 
 
3.3
   
 
 
3.4
   
 
 
4.1
   
 
 
10.1+
   
 
 
10.2+
   
 
 
10.3+
   
 
 
23*
   
 
 
31.1**
   
 
 
31.2*
   
 
 
31.3*
   
 
 
32***
 
 
101.INS*
XBRL Instance
 
101.SCH*
XBRL Taxonomy Extension Schema
 
101.CAL*
XBRL Taxonomy Extension Calculation
 
101.DEF*
XBRL Taxonomy Extension Definition
 
101.LAB*
XBRL Taxonomy Extension Labels
 
1
 
 
 
101.PRE*
XBRL Taxonomy Extension Presentation
 
*
Filed herewith
**
Filed previously with the Original Filing
***
Furnished previously with the Original Filing
+
Management contract or compensatory plan or arrangement.
 
ITEM 16.
FORM 10-K SUMMARY
 
None.
 
2
 
 
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 on May 26, 2022.
 
CKX LANDS, INC.
 
By:
       
/s/ W. Gray Stream
       
W. Gray Stream
        
President
        
(Principal Executive Officer)
        
 
3
0001437749-22-013674ex_380636.htm

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No.333-256589) of our report dated March 28, 2022 with respect to the audited financial statements of CKX Lands, Inc. (the “Company”) appearing on the Annual Report on Form 10-K of the Company for the year ended December 31, 2021.

 

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

May 26, 2022

 

 

 

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, W. Gray Steam, certify that:

 

1.

I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of CKX Lands, Inc.; and

 

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.

 

 

May 26, 2022

  

/s/ W. Gray Stream

  
   

W. Gray Stream

President

(Principal executive officer)

  

 

 

Exhibit 31.3

 

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Scott Stepp, certify that:

 

1.

I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of CKX Lands, Inc.; and

 

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.

 

 

May 26, 2022

  

/s/ Scott Stepp

  
   

Scott Stepp

Chief Financial Officer

(Principal financial officer)