EVOLUTION PETROLEUM CORP — Annual Report 2008

Apr 7, 2009

10-K/A 1 a09-9544_110ka.htm 10-K/A

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 10-K/A*

*(Amendment No. 1)*

*x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934*

*For the fiscal year ended June 30, 2008*

*o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT*

*For the transition period from to*

*Commission File Number 001-32942*

*EVOLUTION PETROLEUM CORPORATION*

(Exact name of registrant as specified in its charter)

Nevada	41-1781991
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

*2500 CityWest Blvd., Suite 1300, Houston, Texas 77042*

(Address of principal executive offices and zip code)

*(713) 935-0122*

(Registrant’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes: o No: x

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: o No: x

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: x No: o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by checkmark 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. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o 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

The aggregate market value of the voting and non-voting common equity held by non-affiliates on December 31, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $5.05 on the American Stock Exchange was $66,387,795

The number of shares outstanding of the registrant’s common stock, par value $0.001, as of September 24, was 26,917,234.

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EXPLANATORY NOTE

Evolution Petroleum Corporation (the “Company”) is filing this Form 10-K/A as Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the year ended June 30, 2008 (the “Annual Report”) that was filed with the Securities and Exchange Commission on September 24, 2008, to include two exhibits that were inadvertently omitted from the original Annual Report. Included in this filing is Part IV, the signature page, the previously omitted exhibits and the certifications required by Securities Exchange Act Rule 15d-14(a).

Except as described above, no other amendments are being made to the Annual Report. This Amendment does not reflect events occurring after the June 30, 2008 filing of the Annual Report, or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the additions discussed above and reflected below.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Documents included as a part of this Amendment

1. Financial Statements — See the Index to the Consolidated Financial Statements included in Item 8. of the Annual Report.

2. Financial Statement Schedules — See the Index to the Financial Statement Schedules included in Item 8. of the Annual Report.

3. Exhibits - A list of the exhibits filed or furnished with this report on Form 10-K/A (or incorporated by reference to exhibits previously filed or furnished by us) is provided in the Exhibit Index. Those exhibits incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. Otherwise, the exhibits are filed herewith.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this Amendment to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, Texas, on the date indicated.

Evolution Petroleum Corporation — By:	/s/	ROBERT S. HERLIN
		Robert S. Herlin
		Chief Executive Officer
		(Principal Executive Officer)
By:	/s/	STERLING H. MCDONALD
		Sterling H. McDonald
		Vice President and Chief Financial
		(Principal Financial and
		Accounting Officer)
Date: April 7, 2009

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*INDEX OF EXHIBITS*

*MASTER EXHIBIT INDEX*

EXHIBIT NUMBER	DESCRIPTION
2.1	Asset
Purchase Agreement for Tullos Field, dated September 3, 2004 (Previously
filed as an exhibit to Form 8-K on September 9, 2004)
2.2	Definitive
Asset Purchase Agreement, dated as of February 2, 2005, by and between
Chadco, Inc., Alan Chadwick McCartney, Sonya McCartney and NGS Sub.
Corp. (Previously filed as an exhibit in Form 8-K on February 8,
2005)
2.3	Purchase
and Sale Agreement, by and between NGS Sub Corp. and Denbury Onshore, LLC,
dated May 8, 2006 (Previously filed as an exhibit to Form 8-K on
May 11, 2006)
2.4	Purchase
and Sale Agreement I, by and between NGS Sub Corp. and Denbury Onshore, LLC,
dated May 8, 2006 (Previously filed as an exhibit to Form 8-K on June 16,
2006)
2.5	Purchase
and Sale Agreement II, by and between NGS Sub Corp. and Denbury Onshore, LLC,
dated May 8, 2006 (Previously filed as an exhibit to Form 8-K on
June 16, 2006)
2.6	Conveyance,
Assignment and Bill of Sale Agreement, by and between NGS Sub Corp. and
Denbury Onshore, LLC, dated May 8, 2006 (Previously filed as an exhibit
to Form 8-K on June 16, 2006)
2.7	Agreement
and Plan of Reorganization dated as of April 12, 2004 among Reality
Interactive, Inc., Reality Acquisition Corp., Global Marketing
Associates, Inc., Dean H. Becker and Natural Gas Systems, Inc.
(incorporated by reference to the Current Report on Form 8-K/A filed by
Natural Gas Systems, Inc. with the Securities and Exchange Commission on
April 27, 2004) (Previously filed as an exhibit to Form Schedule
13D on July 11, 2008)
3.1	Articles
of Incorporation (Previously filed as an exhibit to the Company’s Current
Report on Form 8-K on February 7, 2002)
3.2	Certificate
of Amendment to Articles of Incorporation (Previously filed as an exhibit to
the Company’s Current Report on Form 8-K on February 7, 2002)
3.3	Certificate
of Amendment to Articles of Incorporation (Previously filed as an exhibit to
Form SB 2/A on October 19, 2005)
3.4	Bylaws
(Previously filed as an exhibit to the Company’s Current Report on
Form 8-K on February 7, 2002)
3.5	Amended
Bylaws (Previously filed as an exhibit to Form 10KSB on March 31,
2004)
4.1	Form of
Stock Option Agreement for the Natural Gas Systems 2004 Stock Plan
(Previously filed as an exhibit to the Current Report on Form 8—K on
April 8, 2005)
4.2	Articles
of Merger (Previously filed as an exhibit to Form SB — 2/A on
October 19, 2005)
4.3	Form of
Warrant Agreement between Natural Gas Systems, Inc. and Tatum CFO
Partners, LLP (Previously filed as an exhibit to the Company’s Current Report
on Form 8-K on April 8, 2005)
4.4	Revocable
Warrant Agreement between Natural Gas Systems, Inc. and Daryl V.
Mazzanti (Previously filed as an exhibit to the Company’s Current Report on
Form 8-K on June 29, 2005)

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| 4.5 | Specimen
form of the Company’s Common Stock Certificate (Previously filed herewith as
an exhibit to Form SB — 2/A on October 19, 2005) |
| --- | --- |
| 4.6 | Securities
Purchase Agreement dated as of May 6, 2005, by and between Natural Gas
Systems, Inc. and Rubicon Master Fund (Previously filed as an exhibit to
the Company’s Current Report on Form 8-K on May 11, 2005) |
| 4.7 | Registration
Rights Agreement dated as of May 6, 2005, by and between Natural Gas
Systems, Inc. and Rubicon Master Fund (Previously filed as an exhibit to
the Company’s Current Report on Form 8-K on May 11, 2005) |
| 4.8 | Stock
Grant Agreement, dated as of May 4, 2005, by and between Natural Gas
Systems, Inc. and Liviakis Financial Communications, Inc.
(Previously filed as an exhibit to the Company’s Current Report on
Form 8-K on May 11, 2005) |
| 4.9 | Herlin
Stock Option Agreement, dated April 4, 2005 (Previously filed as an exhibit
to the Company’s Current Report on Form 8-K on April 8, 2005) |
| 4.10 | Revocable
Warrant Agreement between Natural Gas Systems, Inc. and Robert S.
Herlin, dated April 4, 2005 (Previously filed as an exhibit to the
Company’s Current Report on Form 8-K on April 8, 2005) |
| 4.11 | Amended
and Restated Tatum Resources Agreement, dated January 1, 2005
(Previously filed as an exhibit to the Company’s Current Report on
Form 8-K on April 8, 2005) |
| 4.12 | Warrant
Agreement between Natural Gas Systems, Inc. and Tatum CFO Partners, LLP,
dated January 1, 2005 (Previously filed as an exhibit to the Company’s
Current Report on Form 8-K on April 8, 2005) |
| 4.13 | McDonald
Stock Option Agreement, dated April 4, 2005 (Previously filed as an
exhibit to the Company’s Current Report on Form 8-K on April 8,
2005) |
| 4.14 | Warrant
Agreement, dated as of February 2, 2005, between Natural Gas
Systems, Inc. and Prospect Energy Corporation (Previously filed as an
exhibit to the Company’s Current Report on Form 8-K on February 8,
2005) |
| 4.15 | Natural
Gas Systems, Inc. Common Stock Purchase Warrant in favor of Prospect
Energy Corporation, dated as of February 2, 2005 (Previously filed as an
exhibit to the Company’s Current Report on Form 8-K on February 8,
2005) |
| 4.16 | Revocable
Warrant Agreement, dated as of February 2, 2005, between Natural Gas
Systems, Inc. and Prospect Energy Corporation (Previously filed as an
exhibit to the Company’s Current Report on Form 8-K on February 8,
2005) |
| 4.17 | Natural
Gas Systems, Inc. Revocable Common Stock Purchase Warrant in favor of
Prospect Energy Corporation, dated as of February 2, 2005 (Previously
filed as an exhibit to the Company’s Current Report on Form 8-K on
February 8, 2005) |
| 4.18 | Registration
Rights Agreement, dated as of February 2, 2005, between Natural Gas
Systems, Inc. and Holders of Common Stock of Natural Gas
Systems, Inc. (Previously filed as an exhibit to the Company’s Current
Report on Form 8-K on February 8, 2005) |
| 4.19 | Form of
Registration Rights Agreement (Previously filed as an exhibit to the
Company’s Current Report on Form 8-K on October 26, 2004) |

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| 4.20 | 2004
Stock Plan (Previously filed as an exhibit to the Company’s Definitive
Information Statement on Schedule 14C on August 9, 2004) |
| --- | --- |
| 4.21 | 2003
Stock Option Plan, adopted September 25, 2003 (Previously filed as an
exhibit to the Company’s Form 8-K on January 24, 2007) |
| 4.22 | Second
Revocable Warrant Agreement , dated as of September 27, 2005, between
Natural Gas Systems, Inc. and Prospect Energy Corporation (Previously
filed as an exhibit to the Company’s Report on Form 10-KSB on
September 28, 2005) |
| 4.23 | Stock
Option Agreement, dated June 23, 2005 between Natural Gas Systems, Inc.
and Daryl V. Mazzanti (Previously filed as an exhibit to the Company’s
Current Report on Form 8-K on June 29, 2005) |
| 4.24 | Stock
Option Grant Agreement, dated June 23, 2005 between Natural Gas
Systems, Inc. and Daryl V. Mazzanti (Previously filed as an exhibit to
the Company’s Current Report on Form 8-K on June 29, 2005) |
| 4.25 | Securities
Purchase Agreement dated as of January 13, 2006, by and between Natural
Gas Systems, Inc. and Rubicon Master Fund (Previously filed as an
exhibit to the Company’s Current Report on Form 8-K on January 20,
2006) |
| 4.26 | Amended
and Restated Registration Rights Agreement dated as of January 13, 2006,
by and between Natural Gas Systems, Inc. and Rubicon Master Fund
(Previously filed as an exhibit to the Company’s Current Report on
Form 8-K on January 20, 2006) |
| 4.27 | Third
Revocable Warrant Agreement, by and between Prospect Energy Corporation and
Natural Gas Systems, Inc., dated January 31, 2006 (Previously filed
as an exhibit to Form SB — 2/A on March 3, 2006) |
| 4.28 | Amendment
No. 1 to the Registration Rights Agreement, by and between Prospect
Energy Corporation and Natural Gas Systems, Inc., dated January 31,
2006 (Previously filed as an exhibit to Form SB — 2/A on March 3,
2006) |
| 4.29 | Subordinated
Promissory Note, dated March 3, 2006, between Natural Gas
Systems, Inc. and Laird Q. Cagan (Previously filed as an exhibit to
Form 8-K on March 8, 2006) |
| 10.1 | Third
Amendment to Consulting Agreement between Liviakis Financial
Communications, Inc. and Evolution Petroleum dated November 14,
2006 (Previously filed as an exhibit to Form 10-QSB on February 14,
2007) |
| 10.2 | Executive
Employment Agreement of Robert S. Herlin, dated April 4, 2005
(Previously filed as an exhibit to Form 8-K on April 8, 2005) |
| 10.3 | Executive
Employment Agreement of Sterling H. McDonald, dated April 4, 2005
(Previously filed as an exhibit to Form 8-K on April 8, 2005) |
| 10.4 | Executive
Employment Agreement of Daryl V. Mazzanti, dated June 23, 2005
(Previously filed as an exhibit to Form 8-K on June 29, 2005) |
| 10.5 | Master
Services Agreement, dated September 29, 2005, by and between the NGS
Technologies, Inc. and MTEM, Ltd. (Previously filed as an exhibit on
Form 8-K on October 7, 2005) |

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| 10.6 | Agreement
with Chadbourn Securities, Inc., dated February 13, 2006
(Previously filed as an exhibit to Form 10QSB on February 14, 2006) |
| --- | --- |
| 10.7 | Agreement
with Cagan McAfee Capital Partners, LLC, dated February 13, 2006 (Previously
filed as an exhibit to Form 10QSB on February 14, 2006) |
| 10.8 | Unit
Operating Agreement, by and between NGS Sub Corp. and Denbury Onshore, LLC,
dated May 8, 2006 (Previously filed as an exhibit to Form 8-K on
June 16, 2006) |
| 10.9 | Form of
Indemnification Agreement for Officers and Directors, as adopted on
September 20, 2006 (Previously filed as an exhibit to Form 8-K on
September 22, 2006) |
| 10.10 | Asset
Purchase and Sale Agreement by and between NGS SUB. CORP. (Seller) and MWM
Energy, LLC (Buyer), dated February 15, 2008 (Previously filed as an
exhibit to Form 10-Q on May 14, 2008) |
| 10.11 | Evolution
Petroleum Corporation Amended and Restated 2004 Stock Plan (Previously filed
as Annex A to Form Schedule 14A on October 29, 2007) |
| 10.12 | Gas
Purchase and Gas Processing Contract by and between ETC TEXAS PIPELINE, LTD.
(Buyer) and EVOLUTION OPERATION CO., INC. (Seller) dated October 8, 2007
(Filed herewith) |
| 10.13 | Gas
Purchase Contract by and between EVOLUTION OPERATING CO., INC., (seller) and
DCP MIDSTREAM, LP (buyer) dated December 1, 2007 (Filed herewith) MIDSTREAM |
| 14.1 | Code
of Business Conduct and Ethics for Natural Gas Systems, Inc. (Previously
filed as an exhibit to Form 8-K on May 4, 2006) |
| 21.1 | List
of Subsidiaries of Evolution Petroleum Corporation (Previously filed as an
exhibit to Form 10-K on September 24, 2008) |
| 23.1 | Consent
of Hein & Associates, LLP, independent auditors (Previously filed as
an exhibit to Form 10-K on September 24, 2008) |
| 23.2 | Consent
of W. D. Von Gonten & Co. (Previously filed as an exhibit to
Form 10-K on September 24, 2008) |
| 31.1 | Certification
of Chief Executive Officer Robert S. Herlin Pursuant to Rule 15D-14 of
the Securities Exchange Act of 1934, as Amended as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith) |
| 31.2 | Certification
of Chief Financial Officer Sterling H. McDonald Pursuant to Rule 15D-14
of the Securities Exchange Act of 1934, as Amended as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith) |
| 32.1 | Certification
of Chief Executive Officer Robert S. Herlin Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Previously filed as an exhibit to Form 10-K
on September 24, 2008) |
| 32.2 | Certification
of Chief Financial Officer Sterling H. McDonald Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Previously filed as an exhibit to Form 10-K
on September 24, 2008) |
| 99.1 | Audit
Committee Charter of the Board of Directors of Natural Gas Systems, Inc.
(Previously filed as an exhibit to Form 8-K on May 4, 2006) |

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| 99.2 | Compensation
Committee Charter of the Board of Directors of Natural Gas Systems, Inc.
(Previously filed as an exhibit to Form 8-K on May 4, 2006) |
| --- | --- |
| 99.3 | Nominating
Committee Charter of the Board of Directors of Natural Gas Systems, Inc.
(Previously filed as an exhibit to Form 8-K on May 4, 2006) |

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