UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549






FORM
10-Q/ A-2




(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, 2008




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: 333-134568




PEGASI
ENERGY RESOURCES CORPORATION


(Exact
name of registrant as specified in its charter)







Nevada
            
            20-4711443(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      Number)




218
N. Broadway, Suite 204


Tyler,
Texas 75702


(Address
of principal executive offices) (Zip Code)




Registrant’s
telephone number, including area code: 903- 595-4139




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
past 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 El No EJ.


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 “accelerated filer”, “large accelerated filer”, “non-accelerated
filer” and “smaller reporting company” in Rule 12b­2 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 (as defined in Rule
12b-2) of the Act. Yes El No El.




There
were 29,375,801 shares of the registrant's common stock outstanding as of May
14, 2008.







PRELIMINARY
NOTE





This
second amendment to the Quarterly Report on Form 10-Q of Pegasi Energy Resources
Corporation is being filed for the purpose of making further revisions in the
sections included herein in response to comments issued by the Securities and
Exchange Commission.










Item
4T. Controls and Procedures.




As of
March 31, 2008, we carried out an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures in accordance with the Securities Exchange Act of 1934 Rules
13a-15(e) and 15d - 15(e). Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that as of that date our disclosure
controls and procedures were not effective in ensuring that information required
to be disclosed by us in our periodic reports is recorded, processed, summarized
and reported, within the time periods specified for each report and that such
information is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. There was no change in our internal controls or in other factors
that could affect these controls during the first quarter of 2008 that has
materially affected, or it is reasonably likely to materially affect, our
internal control over financial reporting.







Specifically,
in the course of responding to comments issued by the Securities and Exchange
Commission on our registration statement, a number of accounting issues were
brought to our attention that needed to be addressed.  These issues
included proper accounting for a minority interest in 2006 and early 2007,
adjustments necessary to receivables that were improperly recorded as
contributions and ensuring that the reserve report cutoff date is
correct.  As this occurred during the audit of our 2007 financial
statements, our annual report on Form 10-K for the year ended December 31, 2007
was filed late.  We are currently in the process of evaluating how we
may improve our disclosure controls and procedures by the end of 2008.  The
Company no longer has a minority interest owner and the contributions receivable
accounts have been corrected.  We have been in contact with our
petroleum engineers regarding the reserve report cutoff date, and we expect that
the controls over the reserve report will be improved by the end of 2008. The
costs to improve this control will be insignificant.  However, there
can be no assurance that management will be successful in the remediation of all
control and procedure deficiencies.




There
was no change in our internal controls or in other factors that could affect
these controls during the first fiscal quarter of 2008 that has materially
affected, or it is reasonably likely to materially affect, our internal control
over financial reporting.


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PART
II- OTHER INFORMATION




Item
1. Legal Proceedings.




As of
the date this report was filed, we were not involved as litigants in any legal
proceedings. We have however received an inquiry from a court regarding the
assets of one of our shareholders.




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.




None




Item
3. Defaults Upon Senior Securities.




None.




Item
4. Submission of Matters to a Vote of Security Holders.




None.




Item
5. Other Information.




None.




Item 6. Exhibits.




31.1
      *
            Certification
      of Chief Executive Officer required by Rule 1 3a-14(a) or Rule 1
      5d-14(a)




31.2*
            Certification
      of Chief Financial Officer required by Rule 1 3a-14(a) or Rule 1
      5d-14(a)




32.1
      *
            Certification
      of Chief Executive Officer required by Rule 1 3a-14(b) or Rule 1 5d-14(b)
      and Section 1350 of Chapter 63 of Title 18 of the United States
      Code




32.2*
            Certification
      of Chief Financial Officer required by Rule 1 3a-14(b) or Rule 1 5d-14(b)
      and Section 1350 of Chapter 63 of Title 18 of the United States
      Code




*
Filed herewith.





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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.




August 8,
      2008
            By:
            /s/ Michael
      NeufeldMichael
      NeufeldChief
      Executive Officer







August
      8, 2008
            By:
            /s/ Richard
      LindermanisRichard
      LindermanisChief
      Financial Officer










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