** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**ANNUAL REPORT**

**PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**FOR THE FISCAL YEAR ENDED JUNE 30, 2008**

** **

**COMMISSION FILE NUMBER 0-9355**

 

**CUBIC ENERGY, INC.**

(Exact Name of Registrant as Specified inits 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)

 

**Securities registered pursuant toSection 12(b) of the Act:**

 
| **Title of Class**   | ** ** | **Name of Exchange on Which Registered** | ** ** |
|--------------------------------|------------|-------------------------------------------------------------------|------------|
| Common Stock,  $0.05 par value |       | The American Stock Exchange                                       |       |

 

Securitiesregistered under Section 12(g) of the Act:  **None**

 

Indicateby check mark if registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.   Yes o  No x

 

Indicateby check mark if 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 the registrantwas required to file such reports), and (2) has been subject to suchfiling 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 the bestof 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. x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinition 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

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).   Yes o   No x

 

Basedupon the closing sales price on the Over-The-Counter Bulletin Board on December 31,2007, the last business day of the registrant’s most recently completed secondfiscal quarter, the aggregate market value of common stock, par value $0.05 pershare, held by non-affiliates, was $41,668,810. As of September 1, 2008,the registrant had outstanding 60,335,564 shares of common stock, which is theRegistrant’s only class of common stock.

 

DOCUMENTSINCORPORATED BY REFERENCE: None.

 

 

 

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**EXPLANATORY**NOTE

** **

Weare filing this Amendment No. 1 to our Annual Report on Form 10-K forthe fiscal year ended June 30, 2008, in order to revise the ChiefExecutive Officer and Chief Financial Officer certifications originally filedas Exhibits 31.1 and 31.2, which inadvertently omitted certain languagerequired to be included.  This Form 10-K/Ais limited in scope to the foregoing, and should be read in conjunction withthe Form 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, FinancialStatement Schedules.**

 

(b)           Exhibits.

 

The following exhibits are filed as part of this Form 10-K/A:

 
| 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 Badgley              |

 

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**SIGNATURES**

** **

Pursuant torequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized, on November 20, 2008.

 

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

 

Pursuant torequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 
| **Signature**                  | ** ** | **Title**                  | ** ** | **Date**               |
|--------------------------------|------------|----------------------------|------------|------------------------|
| ** **                     | ** ** | ** **                 | ** ** | ** **             |
| /s/ Calvin A. Wallen, III |       | President, Chief Executive |       | November 20, 2008 |
| Calvin A. Wallen, III     |       | Officer and Director       |       |                   |
|                           |       |                       |       |                   |
| /s/ Larry Badgley              |       | Chief Financial Officer    |       | November 20, 2008 |
| Larry Badgley                  |       | (principal accounting      |       |                   |
|                           |       | officer)                   |       |                   |
|                           |       |                       |       |                   |
| /s/ Jon Stuart Ross            |       | Secretary and Director     |       | November 20, 2008 |
| Jon Stuart Ross                |       |                       |       |                   |
|                           |       |                       |       |                   |
| /s/ Gene Howard                |       | Director                   |       | November 20, 2008 |
| Gene Howard                    |       |                       |       |                   |
|                           |       |                       |       |                   |
| /s/ Herbert A. Bayer           |       | Director                   |       | November 20, 2008 |
| Herbert A. Bayer               |       |                       |       |                   |
|                           |       |                       |       |                   |
| /s/ Bob Clements               |       | Director                   |       | November 20, 2008 |
| Bob Clements                   |       |                       |       |                   |

 

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