**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) OFTHE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the fiscal year ended June 30, 2008**

 

**o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE 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, Texas77042**

(Address of principal executive offices and zip code)

 

**(713) 935-0122**

(Registrant’s telephone number, including area code)

 

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

Yes: o  No:x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.

Yes: o  No:x

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes: x   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 thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicateby checkmark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company.   See thedefinitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting 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 |
|---------------------------------------|--------|---------------------------------|--------|-------------------------------------|--------|-----------------------------------------|

 

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

Yes:o   No:x

 

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

 

Thenumber 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

 

EvolutionPetroleum Corporation (the “Company”) is filing this Form 10-K/A asAmendment No. 1 (the “Amendment”) to its Annual Report on Form 10-Kfor the year ended June 30, 2008 (the “Annual Report”) that was filed withthe Securities and Exchange Commission on September 24, 2008, to includetwo exhibits that were inadvertently omitted from the original AnnualReport.  Included in this filing is Part IV,the signature page, the previously omitted exhibits and the certificationsrequired by Securities Exchange Act Rule 15d-14(a).

 

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

 

PART IV

 

Item15. 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 Statementsincluded in Item 8. of the Annual Report.

 

2.Financial Statement Schedules — See the Index to the Financial StatementSchedules 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 byreference herein are indicated as such by the information supplied in theparenthetical thereafter.  Otherwise, the exhibits are filed herewith.

 

2

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SIGNATURES

 

Inaccordance with Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant caused this Amendment to the Annual Report to be signed onits behalf by the undersigned, thereunto duly authorized in the City ofHouston, 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*          | * * | * * | * * |

 

3

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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)                                                                                                                                                                                                                                                                                                |

 

4

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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)                                                                                                                               |

 

5

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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)                                                                            |

 

6

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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)   |

 

8

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