** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-K/A**

**AmendmentNo. 1**

 

**x****  QUARTERLYREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**for theannual period ended June 30, 2010**

 

**OR**

 

**o****   TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**for thetransition period from                  to                  **

 

**COMMISSIONFILE NUMBER 0-9355**

** **

**CUBIC ENERGY, INC.**

(Exact Name of Registrant as Specified in its Charter)

 

| **TEXAS**                | ** ** | **87-0352095**                       |
|--------------------------|------------|--------------------------------------|
| (State of Incorporation) |       | (I.R.S. Employer Identification No.) |

 

**9870 PLANO ROAD, DALLAS, TEXAS 75238**

(Address of Principal Executive Offices)

 

**972-686-0369**

(Registrant’s Telephone Number)

 

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

 

| ** ** | **Title of Class**  | ** ** | ** ** | ** ** | **Name of Exchange on Which Registered** | ** ** |
|------------|-------------------------------|------------|------------|------------|-------------------------------------------------------------------|------------|
|       | Common Stock, $0.05 par value |       |       |       | NYSE Amex, LLC                                                    |       |

 

Securities registered under Section 12(g) of the Exchange Act: **None**

 

Indicate by check mark if 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 registrant is not required to file reportspursuant 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 reportsrequired to be 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 to suchfiling requirements for the past 90 days. Yes x   No o

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post suchfiles). Yes o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.

 

| 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 (asdefined in Rule 12b-2 of the Act).  Yes o   No x

 

State the aggregate market value of the common stock, par value $0.05per share, held by non-affiliates computed by reference to the price at whichthe common stock was last sold, or the average bid and asked prices of suchcommon stock, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter: As of December 31, 2009 aggregate market valueheld by non-affiliates was $41,423,927.

 

Indicate the number of shares outstanding of each of the registrant’sclasses of common stock, as of the latest practicable date: As of September 8,2010, there were 75,394,579 shares of Common Stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: **None.**

 

 

 

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**EXPLANATORY NOTE**

 

Weare filing this Amendment No. 1 to our Annual Report on Form 10-K for thefiscal year ended June 30, 2010 in order to revise the consent originallyfiled as Exhibit 23.1.  This Form 10-K/Ais limited in scope to the foregoing and should be read in conjunction with ourForm 10-K and our other filings with the SEC.

 

ThisForm 10-K/A does not reflect events occurring after the filing of the Form 10-Kor modify or update those disclosures affected by subsequent events.

 

**PART IV**

 

**Item 15. Exhibits and Financial Statement Schedules.**

 

(a)(3) Exhibits

 

Seethe Exhibit Index immediately preceding the Exhibits filed with this report.

 

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**SIGNATURES**

 

Pursuant to requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned; thereunto duly authorized, onOctober 12, 2010.

 
|   | CUBIC ENERGY, INC. |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                | /s/  Calvin A. Wallen, III |
|   |               | Calvin A. Wallen, III |
|   |               | President and Chief |
|   |               | Executive  Officer |
|   |               |   |
|   |               |   |
|   | By:                | /s/  Larry G. Badgley |
|   |               | Larry  G. Badgley |
|   |               | Chief  Financial Officer |

 

Pursuant to requirements of the Securities Exchange Act of 1934, thisreport has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

 

| **Signature**                  | ** ** | **Title**                                    | ** ** | **Date**         |
|--------------------------------|------------|----------------------------------------------|------------|------------------|
| ** **                     | ** ** | ** **                                   | ** ** | ** **       |
| /s/  Calvin A. Wallen, III     |       | Chairman, President and Chief Executive      |       | October 12, 2010 |
| Calvin  A. Wallen, III         |       | Officer (principal executive officer)        |       |             |
|                           |       |                                         |       |             |
| /s/  Larry G. Badgley          |       | Chief Financial Officer                      |       | October 12, 2010 |
| Larry  G. Badgley              |       | (principal financial and accounting officer) |       |             |
|                           |       |                                         |       |             |
| /s/  Jon S. Ross               |       |                                         |       | October 12, 2010 |
| Jon  S. Ross                   |       | Secretary and Director                       |       |             |
|                           |       |                                         |       |             |
| /s/  Gene C. Howard            |       |                                         |       | October 12, 2010 |
| Gene  C. Howard                |       | Director                                     |       |             |
|                           |       |                                         |       |             |
| /s/  Herbert A. Bayer          |       |                                         |       | October 12, 2010 |
| Herbert  A. Bayer              |       | Director                                     |       |             |
|                           |       |                                         |       |             |
| /s/  Robert L. Clements        |       |                                         |       | October 12, 2010 |
| Robert  L. Clements            |       | Director                                     |       |             |
|                           |       |                                         |       |             |
| /s/  Phyllis K. Harding        |       |                                         |       | October 12, 2010 |
| Phyllis  K. Harding            |       | Director                                     |       |             |
|                           |       |                                         |       |             |
| /s/  William L. Bruggeman, Jr. |       |                                         |       | October 12, 2010 |
| William  L. Bruggeman, Jr.     |       | Director                                     |       |             |

 

3

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**EXHIBIT INDEX**

 
| **No.** | ** ** | **Description**                                                                                                                                                                                                                                                                         |
|---------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |       |                                                                                                                                                                                                                                                                                    |
| 3.1     |       | Amended  and Restated Certificate of Formation (incorporated by reference to Exhibit  3.1 to the Registrant’s Current Report on Form 8-K filed on March 10, 2010)                                                                                                                  |
|    |       |                                                                                                                                                                                                                                                                                    |
| 3.2     |       | Bylaws  (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on  Form 10-KSB for the fiscal year ended June 30, 2000)                                                                                                                                          |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.1    |       | Securities  Purchase Agreement, dated as of December 12, 2005, among Cubic Energy, Inc.  and each purchaser identified on the signature pages thereto (incorporated by  reference to the Company’s Current Report on Form 8-K filed on December 16,  2005)                         |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.2    |       | Registration  Rights Agreement, dated as of December 12, 2005, among Cubic Energy, Inc. and  the purchasers signatory thereto (incorporated by reference to Exhibit 10.2  of the Company’s Current Report on Form 8-K filed on December 16, 2005)                                  |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.3    |       | Form  of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.3  of the Company’s Current Report on Form 8-K filed on December 16, 2005)                                                                                                                         |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.4    |       | Common  Stock Purchase Warrant, dated February 6, 2006, issued to Petro Capital  Securities, LLC (incorporated by reference to Exhibit 10.3 to the Company’s  Current Report on Form 8-K filed on February 9, 2006)                                                           |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.5    |       | Common  Stock Purchase Warrant, dated February 6, 2006, issued to Petro Capital V,  L.P. (incorporated by reference to Exhibit 10.4 to the Company’s Current  Report on Form 8-K filed on February 9, 2006)                                                                   |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.6    |       | Registration  Rights Agreement, dated as of February 6, 2006, by and between Cubic Energy,  Inc., Petro Capital V, L.P. and Petro Capital Securities, LLC (incorporated  by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K  filed on February 9, 2006) |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.7    |       | Subscription  and Registration Rights Agreement with George Karfunkel, dated July 26, 2006  (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on  Form 8-K dated July 28, 2006)                                                                           |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.8    |       | Subscription  and Registration Rights Agreement with Yehuda Neuberger and Anne Neuberger  JTWROS dated July 26, 2006 (incorporated by reference to Exhibit 10.2 to the  Company’s Current Report on Form 8-K dated July 28, 2006)                                                  |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.9    |       | Warrant  issued to Yehuda Neuberger and Anne Neuberger JTWROS (incorporated by  reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated  July 28, 2006)                                                                                                        |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.10   |       | Third  Amendment to Promissory Note, dated November 10, 2006, by and between, Cubic  Energy, Inc. and Tauren Exploration, Inc. (incorporated by reference to  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter  ended September 30, 2006)             |
|    |       |                                                                                                                                                                                                                                                                                    |
| 10.11   |       | Form  of Subscription and Registration Rights Agreement (incorporated by reference  to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December  21, 2006)                                                                                                       |

 

1

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| 10.12  |   | Form  of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s  Current Report on Form 8-K filed on December 21, 2006)                                                                                                                                               |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.13  |   | Credit  Agreement dated March 5, 2007 by and between Cubic Energy, Inc. and  Wells Fargo Capital, Inc. (incorporated by reference to Exhibit 10.1 to the  Company’s Current Report on Form 8-K filed March 9, 2007)                                                                |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.14  |   | Warrant  to Purchase Shares of Common Stock of Cubic Energy, Inc. dated March 5,  2007, issued to Wells Fargo Energy Capital, Inc. (incorporated by reference  to Exhibit 10.4 to the Company’s Current Report on Form 8-K on March 9,  2007)                                 |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.15  |   | Form  of Assignment of Net Profits Interest (incorporated by reference to Exhibit  10.6 to the Company’s Current Report on Form 8-K on March 9, 2007)                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.16  |   | Employment  Agreement with Calvin A. Wallen, III, dated February 29, 2008  (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on  Form 8-K on March 5, 2008)**                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.17  |   | Employment  Agreement with Jon S. Ross dated February 29, 2008 (incorporated by  reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K on  March 5, 2008) **                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.18  |   | Subordinated  Promissory Note dated May 6, 2008 (incorporated by reference to Exhibit  10.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31,  2008)                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.19  |   | First  Amendment to Credit Agreement with Wells Fargo Energy Capital dated  May 8, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2008)                                                    |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.20  |   | Form  of Subscription and Registration Rights Agreement (incorporated by reference  to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed  September 1, 2009)                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.21  |   | Form  of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current  Report on Form 8-K filed September 1, 2009)                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.22  |   | Purchase  and Sale Agreement (Cubic Override) dated November 24, 2009 between the  Company and Tauren Exploration, Inc. (incorporated by reference to  Exhibit 10.1 to the Company’s Current Report on Form 8-K filed  December 1, 2009)                       |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.23  |   | Purchase  and Sale Agreement (Langtry Override) dated November 24, 2009 between  the Company and Langtry Mineral & Development, LLC (incorporated by  reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K  filed December 1, 2009)       |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.24  |   | Subscription  and Common Stock Purchase Agreement dated November 24, 2009 between the  Company and Langtry Mineral & Development, LLC (incorporated by  reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K  filed December 1, 2009)     |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.25  |   | Subscription  and Preferred Stock Purchase Agreement dated November 24, 2009 between  the Company and Langtry Mineral & Development, LLC (incorporated by  reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K  filed December 1, 2009)  |
|   |   |                                                                                                                                                                                                                                                                                         |
| 10.26  |   | Second  Amendment to Credit Agreement, dated December 18, 2009, by and between  Cubic Energy, Inc. and Wells Fargo Energy Capital, Inc.  (incorporated by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed December 23, 2009) |

 

2

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| 10.27  |   | Promissory  Note, dated as of December 18, 2009, by Cubic Energy, Inc., payable  to Wells Fargo Energy Capital, Inc. in the maximum principal amount of  $40,000,000 (incorporated by reference to Exhibit 10.2 to the Company’s  Current Report on Form 8-K filed December 23, 2009)     |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.28  |   | Convertible  Promissory Note, dated as of December 18, 2009, by Cubic  Energy, Inc., payable to Wells Fargo Energy Capital, Inc. in the  principal amount of $5,000,000 (incorporated by reference to  Exhibit 10.3 to the Company’s Current Report on Form 8-K filed  December 23, 2009) |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.29  |   | Amended  and Restated Warrant to Purchase Shares of Common Stock of Cubic  Energy, Inc., dated December 18, 2009, issued to Wells Fargo Energy  Capital, Inc. (incorporated by reference to Exhibit 10.4 to the  Company’s Current Report on Form 8-K filed December 23, 2009)            |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.30  |   | Warrant  to Purchase Shares of Common Stock of Cubic Energy, Inc., dated December 18,  2009, issued to Wells Fargo Energy Capital, Inc. (incorporated by  reference to Exhibit 10.5 to the Company’s Current Report on  Form 8-K filed December 23, 2009)                                 |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.31  |   | Amended  and Restated Registration Rights Agreement, dated as of December 18,  2009, by and between Cubic Energy, Inc. and Wells Fargo Energy  Capital, Inc. (incorporated by reference to Exhibit 10.6 to the  Company’s Current Report on Form 8-K filed December 23, 2009)             |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.32  |   | Subordinated  Promissory Note, dated as of December 18, 2009, by Cubic  Energy, Inc., payable to Calvin A. Wallen, III (incorporated  by reference to Exhibit 10.7 to the Company’s Current Report on  Form 8-K filed December 23, 2009)                                             |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.33  |   | Third  Amendment to Credit Agreement, dated August 30, 2010, by and between  Cubic Energy, Inc. and Wells Fargo Energy Capital, Inc.  (incorporated by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed September 1, 2010)                                    |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.34  |   | Warrant  to Purchase Shares of Common Stock of Cubic Energy, Inc., dated  August 30, 2010, issued to Wells Fargo Energy Capital, Inc.  (incorporated by reference to Exhibit 10.2 to the Company’s Current  Report on Form 8-K filed September 1, 2010)                                   |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.35  |   | Second  Amended and Restated Registration Rights Agreement, dated as of  August 30, 2010, by and between Cubic Energy, Inc. and Wells Fargo  Energy Capital, Inc. (incorporated by reference to Exhibit 10.3 to  the Company’s Current Report on Form 8-K filed September 1, 2010)        |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.36  |   | Cubic  Energy, Inc. 2005 Stock Option Plan (incorporated by reference to Exhibit D  to the Company’s Definitive Schedule 14A filed on December 12, 2005)**                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.37  |   | Amendment  to Cubic Energy, Inc. 2005 Stock Option Agreement effective as of May 7,  2010 (incorporated by reference to Exhibit 10.37 to the Company’s Annual  Report on Form 10-K for the fiscal year ended June 30, 2010)**                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 23.1*  |   | Consent  of Philip Vogel & Co., PC                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 31.1*  |   | Rule  13a-14(a)/15d-14(a) Certification of Calvin A. Wallen, III                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 31.2*  |   | Rule  13a-14(a)/15d-14(a) Certification of Larry G. Badgley                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 32.1*  |   | Section  1350 Certification of Calvin A. Wallen, III                                                                                                                                                                                                                                                                         |

 

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| 32.2*  |   | Section  1350 Certification of Larry G. Badgley                                                                                                                                |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                           |
| 99.1   |   | RPS  Reserve Report summary letter (incorporated by reference to Exhibit 99.1 to  the Company’s Annual Report on Form 10-K for the fiscal year ended  June 30, 2010) |

 

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*Filed herewith.

**Management Compensation Contracts

 

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