**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-Q/A**

**(Amendment No. 1)**

 

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

 

**For the quarterly period ended: March 31, 2013**

 

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

 

**Commission file number 001-35432**

 

**ZAZA ENERGY CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                   | ** ** | **45-2986089**                          |
|------------------------------------------------|------------|-----------------------------------------|
| (State or other jurisdiction of incorporation) |       | (I.R.S. Employer Identification Number) |

 

**ZaZa Energy Corporation 1301 McKinney St Suite 2850 Houston, Texas 77010**

(Address of principal executive office)

 

Registrant’s telephone number, including area code: **713-595-1900**

 

Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition 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 x                       |   | Smaller Reporting company o |
| (Do not check if a smaller reporting company) |   |                        |

 

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

 

As of June 21, 2013, there were 105,548,553 shares of common stock, par value $0.01 per share, outstanding.

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (the “Form 10-Q”), originally filed by ZaZa Energy Corporation on May 15, 2013, is being filed solely for the purpose of amending the Exhibit Index in Item 6 of Part II of the Form 10-Q and refiling Exhibit 10.4 to the Form 10-Q.  Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 6 of Part II and Exhibit 10.4

 

Except as described above, no other changes have been made to the Form 10-Q.  This Amendment does not amend, update or change the financial statements or disclosures in the Form 10-Q and does not reflect events occurring after the filing of the Form 10-Q.

 

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**PART II—OTHER INFORMATION**

 

***ITEM 6 -******EXHIBITS***

 
| **Exhibit   Number** | ** ** | **Description** |
|----------------------|------------|-----------------|
|                 |       |            |   |
| 10.1                 |       |            | Amendment   No. 5 to Range Agreement, effective as of January 16, 2013   (incorporated by reference to Exhibit 10.1 to Form 8-K of ZaZa   Energy Corporation (File No. 001-35432) filed on January 22, 2013). |
|                 |       |            |   |
| 10.2                 | **†   |            | Amendment   No. 6 to Range Agreement, dated March 25, 2013. |
|                 |       |            |   |
| 10.3                 | **         |            | Purchase   and Sale Agreement, dated March 22, 2013. |
|                 |       |            |   |
| 10.4                 | *†    |            | Joint   Exploration & Development Agreement Walker, Grimes, Madison,   Trinity, and Montgomery Counties, Texas effective March 1, 2013. |
|                 |       |            |   |
| 10.5                 | **         |            | Operating   Agreement, effective March 1, 2013, by and between EOG   Resources, Inc. and ZaZa Energy LLC. |
|                 |       |            |   |
| 10.6                 | **         |            | Amendment   No. 5 to Securities Purchase Agreement, dated March 28, 2013. |
|                 |       |            |   |
| 10.7                 | **         |            | Amended   Form of Warrant Agreement. |
|                 |       |            |   |
| 10.8                 | **         |            | Amended   Form of Lockup Agreement. |
|                 |       |            |   |
| 31.1                 | **         |            | Certification   of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|                 |       |            |   |
| 31.2                 | **         |            | Certification   of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|                 |       |            |   |
| 32.1                 | **         |            | Certification   of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.   Section 1350, as adopted pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002. |
|                 |       |            |   |
| 101.INS              | **         |            | XBRL   Instance Document |
|                 |       |            |   |
| 101.SCH              | **         |            | XBRL   Schema Document |
|                 |       |            |   |
| 101.CAL              | **         |            | XBRL   Calculation Linkbase Document |
|                 |       |            |   |
| 101.LAB              | **         |            | XBRL   Label Linkbase Document |
|                 |       |            |   |
| 101.PRE              | **         |            | XBRL   Presentation Linkbase Document |
|                 |       |            |   |
| 101.DEF              | **         |            | XBRL   Definition Linkbase Document |

 

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| *      |   | Filed   or furnished herewith                                                                                                                                                     |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **     |   | Previously   filed                                                                                                                                                                |
| † |   | Certain   portions have been omitted pursuant to a confidential treatment request.   Omitted information has been filed separately with the Securities and   Exchange Commission. |

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q report to be signed on its behalf by the undersigned thereunto duly authorized.

 
| ** **         | **ZAZA   ENERGY CORPORATION** |
|--------------------|-------------------------------|
|               |                          |   |
| June 24, 2013 | By:                           | /s/   Todd A. Brooks |
| ** **         | ** **                    | **Todd   A. Brooks** |
| ** **         | ** **                    | **President   and Chief Executive Officer** |
|               |                          |   |
| June 24, 2013 | By:                           | /s/   Ian H. Fay |
| ** **         | ** **                    | **Ian   H. Fay** |
| ** **         | ** **                    | **Chief   Financial Officer** |
|               |                          |   |
| June 24, 2013 | By:                           | /s/   Paul F. Jansen |
| ** **         | ** **                    | **Paul   F. Jansen** |
| ** **         | ** **                    | **Chief   Accounting Officer** |

 

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