**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

**FORM 10-Q/A**

 

**(Amendment No. 1)**

 

**(Mark One)**

 

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

 

**For the quarterly period ended: March 31, 2012**

 

**or**

 

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

 

**For the transition period from         to         **

 

**Commission File Number: 001-12697**

 

**BPZ RESOURCES, INC.**

(Exact Name of Registrant as Specified in Its Charter)

 

| **Texas**                                                      | ** ** | **33-0502730**                       |
|----------------------------------------------------------------|------------|--------------------------------------|
| (State or Other Jurisdiction of Incorporation or Organization) |       | (I.R.S. Employer Identification No.) |

 

**580 Westlake Park Blvd., Suite 525 Houston, Texas 77079**(Address of Principal Executive Office)

 

Registrant’s Telephone Number, Including Area Code:** (281) 556-6200**

 

**N/A**

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) 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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

| Large accelerated filer o                     |   | Accelerated filer x         |
|-----------------------------------------------|--------|----------------------------------|
|                                          |   |                             |
| Non-accelerated filer o                       |   | 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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

As of April 30, 2012, there were 116,329,586 shares of common stock, no par value, outstanding.

 

 

 

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**Explanatory Note**

 

This Amendment No. 1 to the Form 10-Q of BPZ Resources, Inc. for the period ended March 31, 2012, filed on May 10, 2012 (the “Initial Report”), is being filed for the sole purpose of supplementing Exhibit 10.3 with a schedule that was unintentionally omitted, namely Schedule 10.3.1.  This Amendment No. 1 does not make any other changes to the Initial Report.

 

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**PART II**

 

**Item 6. Exhibits**

** **
| 10.1   | Fourth   Amendment to $40,000,000 Credit Agreement by and among Empresa Electrica   Nueva Esperanza S.R.L., as Borrower, and BPZ Resources, Inc., and BPZ   Exploración & Producción S.R.L., as Guarantors and Credit Suisse AG,   Cayman Islands Branch, as Administrative Agent, and Credit Suisse   International, as Arranger, dated as of January 27, 2011. (Previously   filed with BPZ Resources, Inc’s Form 10-Q for the period ended   March 31, 2012, filed on May 10, 2012)                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2   | Fourth   Amendment to $75,000,000 Credit Agreement by and among BPZ   Resources, Inc., and its subsidiaries BPZ Energy LLC, and BPZ   Exploración & Producción S.R.L., as guarantors and Credit Suisse AG,   Cayman Islands Branch, as administrative agent and lender, Standard Bank PLC,   as lender and mandated lead arranger, and Credit Suisse International, as   lead arranger, dated as of July 6, 2011. (Previously filed with BPZ   Resources, Inc’s Form 10-Q for the period ended March 31,   2012, filed on May 10, 2012) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.3   | Stock   Purchase Agreement Among BPZ Energy International Holdings, L.P. and BPZ   Energy LLC, as Sellers, BPZ Resources, Inc., as Borrower, and Pacific   Stratus Energy S.A., as Buyer, and Pacific Stratus International Energy Ltd.,   as Pre Lender, Concerning BPZ Norte Oil S.R.L., dated April 27, 2012.   (Filed herewith)                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.4   | Joint   Operating Agreement among BPZ Exploración & Producción S.R.L. and   BPZ Norte S.R.L. for the Exploration - Exploitation License Block Z-1 Offshore,   Peru, signed as of April 27, 2012 and effective as of the Effective Date   (as defined therein). (Previously filed with BPZ Resources, Inc’s   Form 10-Q for the period ended March 31, 2012, filed on   May 10, 2012)                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.5   | Carry   Agreement made on April 27, 2012 and effective as of the Carry Start   Date (as defined therein) between BPZ Exploración & Producción   S.R.L. and BPZ Norte S.R.L. (Previously filed with BPZ Resources, Inc’s   Form 10-Q for the period ended March 31, 2012, filed on   May 10, 2012)                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 31.1   | Certification   of Chief Executive Officer pursuant to Section 302 of the Sarbanes -   Oxley Act of 2002. (Previously filed with BPZ Resources, Inc’s   Form 10-Q for the period ended March 31, 2012, filed on   May 10, 2012)                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 31.2   | Certification   of Chief Financial Officer pursuant to Section 302 of the Sarbanes -   Oxley Act of 2002. (Previously filed with BPZ Resources, Inc’s   Form 10-Q for the period ended March 31, 2012, filed on   May 10, 2012)                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 32.1   | Certification   of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted   pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. (Previously   filed with BPZ Resources, Inc’s Form 10-Q for the period ended   March 31, 2012, filed on May 10, 2012)                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 32.2   | Certification   of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted   pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. (Previously   filed with BPZ Resources, Inc’s Form 10-Q for the period ended   March 31, 2012, filed on May 10, 2012)                                                                                                                                                                                                                                                                              |

 

101.INS                 XBRL Instance Document. (Previously furnished with BPZ Resources, Inc’s Form 10-Q for the period ended March 31, 2012, filed on May 10, 2012)

 

101.SCH             XBRL Schema Document. (Previously furnished with BPZ Resources, Inc’s Form 10-Q for the period ended March 31, 2012, filed on May 10, 2012)

 

101.CAL            XBRL Calculation Linkbase Document. (Previously furnished with BPZ Resources, Inc’s Form 10-Q for the period ended March 31, 2012, filed on May 10, 2012)

 

101.LAB            XBRL Label Linkbase Document. (Previously furnished with BPZ Resources, Inc’s Form 10-Q for the period ended March 31, 2012, filed on May 10, 2012)

 

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101.PRE               XBRL Presentation Linkbase Document. (Previously furnished with BPZ Resources, Inc’s Form 10-Q for the period ended March 31, 2012, filed on May 10, 2012)

 

101.DEF              XBRL Definition Linkbase Document. (Previously furnished with BPZ Resources, Inc’s Form 10-Q for the period ended March 31, 2012, filed on May 10, 2012)

 

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**SIGNATURES**

 

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

 
|                      | BPZ   RESOURCES, INC.                        |
|---------------------------|---------------------------------------------------|
|                      |                                              |
|                      |                                              |
| Date:   May 15, 2012 | /s/   MANUEL PABLO ZÚÑIGA-PFLÜCKER |
|                      | Manuel   Pablo Zúñiga-Pflücker     |
| * *                  | *President, Chief Executive Officer and Director* |

 

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