** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**Form 10-KSB/A**

**(AmendmentNo. 1)**

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

**ForThe Fiscal Year Ended June 30, 2006**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15 (d) OF SECURITIES EXCHANGE ACT OF 1934

**Forthe transition period               to                **

**CommissionFile Number: 001-32942**

**EVOLUTION PETROLEUM CORPORATION**

(Exact name ofregistrant as specified in charter)

| **Nevada**                |   | **41-1781991**                           |
|---------------------------|--------|------------------------------------------|
| (State of  incorporation) |   | (I.R.S. employer  identification number) |

 

**820 Gessner, Suite 1340, Houston,Texas 77024**

(Address ofprincipal executive offices and zip code)

Registrant’stelephone number, including area code:**(713) 935-0122**

**Securitiesregistered pursuant to Section 12(b) of the Exchange Act:**

**CommonStock, $.001 Par Value**

(Title of classand shares outstanding)

**Securitiesregistered pursuant to Section 12(g) of the Exchange Act:  **None.

Check whether the issuer is not required to file reports pursuant toSection 13 or 15(d) of the Exchange Act.   o

**Note**— Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-B is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form10-KSB or any amendment to this Form 10-KSB.  o

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90days.   Yes:  x   No  o

Indicate by check mark whether the Registrant is aShell Company (as defined in Rule 12b-2 of the Exchange Act)  Yes o  No x

Issuer’s revenues for its most recent fiscal year:$2,861,414

As of September 1, 2006, the aggregate market value ofcommon stock held by non-affiliates of the registrant was approximately $37million, based on the closing stock price of $3.12 per share as quoted on theAmerican Stock Exchange on such date, assuming solely for purposes of thiscalculation that all directors and executive officers of the registrant and allstockholders beneficially owning more than 10% of the registrant’s common stockare “affiliates.” This determination of affiliate status is not necessarily aconclusive determination for other purposes.

The number of shares of common stock outstanding onSeptember 1, 2006 was 26,651,997 shares.

DOCUMENTS INCORPORATED BY REFERENCE into Part IIIhereof Portions of the Proxy Statement to be filed with the Commission inconnection with the Company’s 2006 Annual Meeting.

Transitional SmallBusiness Format (Check One): Yes oNo x

 

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**Explanatory Note**

Evolution Petroleum Corporation is filingthis amendment on Form 10KSB/A (the “Amendment”) to its Annual Report for theyear ended June 30, 2006 filed on Form 10KSB with the SEC on September 27, 2006(the “Original Annual Report”).

TheAmendment is being filed solely to correct a date reference in thecertifications in the Original Annual Report set forth in Exhibit 32.1 andExhibit 32.2 respectively.  Except forthese items, no other information in the Original Annual Report is amended hereby.  The revised certifications do not affect thefinancial results.

**Exhibits**

Item 13. Exhibits.

Index of Exhibits
| 2.1           Asset  Purchase Agreement for Tullos Field, dated September 3, 2004.                                                                                          |   | Previously Filed |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|
|                                                                                                                                                                                                                          |   |             |
| 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 |
|                                                                                                                                                                                                                          |   |             |
| 3(i)          Articles  of Incorporation.                                                                                                                                        |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 3(ii)         Bylaws.                                                                                                                                                                 |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.1         Registration  Rights Agreement, dated as of February 2, 2005, between the Company and  Prospect.                                                                         |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.2         Executive  Employment Agreement, Robert S. Herlin, dated April 4, 2005                                                                                                   |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.3         Herlin  Stock Option Agreement, dated April 4, 2005                                                                                                                      |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.4         Herlin  Warrant Agreement, dated April 4, 2005                                                                                                                           |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.5         Executive  Employment Agreement, Sterling H. McDonald, dated April 4, 2005                                                                                               |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.6         McDonald  Stock Option Agreement, dated April 4, 2005                                                                                                                    |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.7         Securities  Purchase Agreement dated as of May 6, 2005, by and between Natural Gas  Systems, Inc. and Rubicon Master Fund.                                               |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.8         Executive  Employment Agreement, Daryl V. Mazzanti (“Mazzanti”), dated June 23, 2005.                                                                          |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.9         Mazzanti  Stock Option Agreement, dated June 23 2005.                                                                                                                    |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.10       Mazzanti  Stock Grant Agreement dated June 23, 2005.                                                                                                                                |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.11       Mazzanti  Revocable Warrant Agreement, dated June 23, 2005.                                                                                                                         |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.12       Securities  Purchase Agreement dated as of January 13, 2006 by and between Natural Gas  Systems, Inc. and Rubicon Master Fund.                                                      |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.13       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 |
|                                                                                                                                                                                                                          |   |             |
| 10.14       Subordinated  Promissory Note, dated March 3, 2006, between Natural Gas Systems, Inc. and  Laird Q. Cagan.                                                                          |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.15       Master  Services Agreement, dated September 29, 2005, by and between the NGS  Technologies, Inc. and MTEM, LTD.                                                                     |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.16       Agreement  with Chadbourn Securities, Inc., dated February 13, 2006.                                                                                                                |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.17       Agreement  with Cagan McAfee Capital Partners, LLC, dated February 13, 2006.                                                                                                        |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.18       Purchase  and Sale Agreement, by and between NGS Sub Corp. and Denbury Onshore, LLC,  dated May 9, 2006.                                                                            |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.19       Purchase  and Sale Agreement I, by and between NGS Sub Corp. and Denbury Onshore, LLC,  dated May 8, 2006.                                                                          |   | Previously Filed |
|                                                                                                                                                                                                                          |   |             |
| 10.20       Purchase  and Sale Agreement II, by and between NGS Sub Corp. and Denbury Onshore, LLC,  dated May 8, 2006.                                                                         |   | Previously Filed |

 

2

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|                                                                                                                                                                                                           |   |             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|
| 10.21       Unit  Operating Agreement, by and between NGS Sub Corp. and Denbury Onshore, LLC,  dated May 8, 2006.                                                           |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 10.22       Conveyance,  Assignment and Bill of Sale Agreement, by and between NGS Sub Corp. and  Denbury Onshore, LLC, dated May 8, 2006.                                  |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 10.23       Form  of Indemnification Agreement for Officers and Directors, as adopted on  September 20, 2006.                                                               |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 14.1         Code  of Ethics for Natural Gas Systems, Inc.                                                                                                        |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 21.1         List  of all subsidiaries of the Company.                                                                                                            |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 31.1         Certification  of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of  2002.                                                    |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 31.2         Certification  of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                                                     |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 32.1         Certification  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   | Filed Herewith   |
|                                                                                                                                                                                                      |   |             |
| 32.2         Certification  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   | Filed Herewith   |
|                                                                                                                                                                                                      |   |             |
| 99.1         Audit  Committee Charter of the Board of Directors of Natural Gas Systems, Inc.                                                                      |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 99.2         Compensation  Committee Charter of the Board of Directors of Natural Gas Systems, Inc.                                                               |   | Previously Filed |
|                                                                                                                                                                                                      |   |             |
| 99.3         Nominating  Committee Charter of the Board of Directors of Natural Gas Systems, Inc.                                                                 |   | Previously Filed |

 

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**SIGNATURES**

In accordance with Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

**EvolutionPetroleum Corporation**
|                 | By:    | /s/    | ROBERT S. HERLIN              |
|----------------------|--------|--------|-------------------------------|
|                 |   |   | Robert S. Herlin              |
|                 |   |   | Chief Executive Officer       |
|                 |   |   | (Principal Executive Officer) |
|                 |   |   |                          |
|                 | By:    | /s/    | STERLING H. MCDONALD          |
|                 |   |   | Sterling H. McDonald          |
|                 |   |   | Chief Financial Officer       |
|                 |   |   | (Principal Financial and      |
|                 |   |   | Accounting Officer)           |
| Date: April 13, 2007 |

 

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