UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. _____)*
Evolution
Petroleum Corporation
(Name
of
Issuer)
Common
Stock $0.001 par value
(Title
of
Class of Securities)
30049A107
(CUSIP
Number)
Laird
Q.
Cagan
c/o
Cagan
McAfee Capital Partners, LLC
10600
North De Anza Boulevard, Suite 250
Cupertino,
CA 95014
(408)
873-0400
with
a
copy to:
Lawrence
Schnapp
c/o
Troy
& Gould PC
1801Century
Park East, 16th
Floor
Los
Angeles, CA 90067
(310)
789-1269
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May
26,
2004
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7(b) for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the
Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
NO. 30049A107
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1.
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Name
of Reporting Person
Laird
Q. Cagan
I.R.S.
Identification No. of above person (entities only)
Not
applicable
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2.
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Check
the Appropriate Box if a Member of a Group.
(a) x
(b) o
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3.
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SEC
Use Only
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4.
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Source
of Funds
PF,
OO
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) ¨
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6.
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Citizenship
or Place of Organization
United
States
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Number
of Shares Beneficially Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
7,135,308
shares
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8.
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Shared
Voting Power
82,500
shares
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9.
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Sole
Dispositive Power
7,135,308
shares
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10.
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Shared
Dispositive Power
82,500
shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,217,808
shares (1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent
of Class Represented by Amount in Row (11)
27.0%
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14.
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Type
of Reporting Person
IN
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________________
| (1) |
Includes
(i) 5,964,000 shares owned of record by Laird Q. Cagan, (ii) 500,000
shares owned of record by the KQC Trust, of which Mr. Cagan is the
sole
trustee, (iii) 500,000 shares owned of record by the KRC Trust, of
which
Mr. Cagan is the sole trustee, (iv) 171,308 shares that Mr. Cagan
currently has the right to acquire pursuant to warrants, and (v)
82,500
shares out of a total of 165,000 shares that Cagan McAfee Capital
Partners, LLC, an entity in which Mr. Cagan holds a 50% interest
and
shares voting and dispositive power, currently has the right to acquire
pursuant to warrants. Excludes the remaining 82,500 shares that Cagan
McAfee Capital Partners, LLC has the right to acquire pursuant to
warrants
and as to which Mr. Cagan disclaims beneficial ownership.
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2
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CUSIP
NO. 30049A107
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1.
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Name
of Reporting Person
KQC
Trust
I.R.S.
Identification No. of above person (entities only)
Not
required to be disclosed
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2.
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Check
the Appropriate Box if a Member of a Group.
(a) x
(b) o
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3.
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SEC
Use Only
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4.
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Source
of Funds
OO
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) ¨
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6.
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Citizenship
or Place of Organization
California
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Number
of Shares
Beneficially
Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
500,000
shares
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8.
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Shared
Voting Power
0
shares
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9.
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Sole
Dispositive Power
500,000
shares
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10.
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Shared
Dispositive Power
0
shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
500,000
shares (2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent
of Class Represented by Amount in Row (11)
1.9%
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14.
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Type
of Reporting Person
OO
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________________
| (2) |
Includes
500,000 shares owned of record by the KQC Trust, of which Laird Q.
Cagan
is the sole trustee with the sole voting and dispositive power with
respect to such shares. Excludes all other shares that are disclosed
in
this Schedule 13D as being owned by other persons who are parties
to this
Schedule 13D; the reporting person disclaims beneficial ownership
of all
such shares.
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3
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CUSIP
NO. 30049A107
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1.
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Name
of Reporting Person
KRC
Trust
I.R.S.
Identification No. of above person (entities only)
Not
required to be disclosed
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2.
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Check
the Appropriate Box if a Member of a Group.
(a) x
(b) o
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3.
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SEC
Use Only
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4.
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Source
of Funds
OO
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) ¨
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6.
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Citizenship
or Place of Organization
California
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Number
of Shares Beneficially Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
500,000
shares
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8.
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Shared
Voting Power
0
shares
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9.
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Sole
Dispositive Power
500,000
shares
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10.
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Shared
Dispositive Power
0
shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
500,000
shares (2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent
of Class Represented by Amount in Row (11)
1.9%
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14.
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Type
of Reporting Person
OO
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________________
| (2) |
Includes
500,000 shares owned of record by the KRC Trust, of which Laird Q.
Cagan
is the sole trustee with the sole voting and dispositive power with
respect to such shares. Excludes all other shares that are disclosed
in
this Schedule 13D as being owned by other persons who are parties
to this
Schedule 13D; the reporting person disclaims beneficial ownership
of all
such shares.
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4
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CUSIP
NO. 30049A107
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1.
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Name
of Reporting Person
Cagan
McAfee Capital Partners, LLC
I.R.S.
Identification No. of above person (entities only)
Not
required to be disclosed
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2.
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Check
the Appropriate Box if a Member of a Group.
(a) x
(b) o
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3.
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SEC
Use Only
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4.
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Source
of Funds
WC
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) ¨
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6.
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Citizenship
or Place of Organization
California
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Number
of Shares Beneficially Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
0
shares
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8.
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Shared
Voting Power
165,000
shares
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9.
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Sole
Dispositive Power
0
shares
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10.
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Shared
Dispositive Power
165,000
shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
165,000
shares (3)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent
of Class Represented by Amount in Row (11)
0.6%
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14.
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Type
of Reporting Person
PN
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_________________
| (3) |
Includes
165,000 shares that Cagan McAfee Capital Partners, LLC currently
has the
right to acquire pursuant to warrants. Excludes all other shares
that are
disclosed in this Schedule 13D as being owned by other persons who
are
parties to this Schedule 13D; the reporting person disclaims beneficial
ownership of all such shares.
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5
Item
1.
Security and Issuer
This
Schedule 13D relates to the common stock, par value $0.001 per share, of
Evolution Petroleum Corporation, a Nevada corporation (“EPM”),
the
principal executive offices of which are located at 2500 Citywest Boulevard,
Suite 1300, Houston, TX 77042.
Item
2. Identity and Background
(a) Names
This
Schedule 13D is filed by the following persons (collectively referred to herein
as the “Reporting
Persons”
and
individually as a “Reporting
Person”):
1. Laird
Q.
Cagan (“Mr.
Cagan”);
2. The
KQC
Trust;
3. The
KRC
Trust; and
4. Cagan
McAfee Capital Partners, LLC,
a
California limited liability company (“Cagan
McAfee”).
The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a “group” within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934. The Reporting Persons have entered into a
Joint
Filing Agreement dated as of July 10, 2008, a copy of which is filed as Exhibit
99.1 to this Schedule 13D, pursuant to which they have agreed to jointly file
this Schedule 13D and all amendments hereto.
Mr.
Cagan
is the sole trustee of the KQC Trust and of the KRC Trust and has sole voting
and dispositive power with respect to the shares of EPM common stock owned
of
record by each such trust.
Mr.
Cagan
owns a 50% equity interest in Cagan McAfee and shares voting and dispositive
power with respect to the shares of EPM common stock that Cagan McAfee is
entitled to acquire upon the exercise of warrants.
The
remaining 50% equity interest in Cagan McAfee is held by Eric A. McAfee
(“Mr.
McAfee”),
who
shares with Mr. Cagan voting and dispositive power with respect to the shares
of
EPM common stock that Cagan McAfee is entitled to acquire upon the exercise
of
warrants.
(b) Addresses
The
principal business address of each Reporting Person and of Mr. McAfee is 10600
North De Anza Boulevard, Suite 250, Cupertino, CA 95014.
(c) Principal
Business and Occupations
The
principal business of Cagan McAfee is that of a private equity investment firm
that also provides financial and investment advisory services. The principal
occupation of each of Mr. Cagan and Mr. McAfee is Managing Director of Cagan
McAfee. The principal purpose of the KQC Trust and the KRC Trust is to hold
assets (including shares of EPM common stock) for the benefit of Mr. Cagan’s
minor children.
6
(d)
and (e) Convictions
or Proceedings
During
the last five years, neither any Reporting Person nor Mr. McAfee (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial
or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Citizenship
and Place of Organization.
Mr.
Cagan
and Mr. McAfee are citizens of the United States. Cagan McAfee, the KQC Trust
and the KRC Trust were each formed under the laws of the State of California.
Item
3. Source and Amount of Funds or Other Consideration
The
information contained in Item 4 below, to the extent that it relates to the
source of funds used in connection with the transactions described in Item
4, is
incorporated by reference into this Item 3.
Item
4. Purpose of the Transaction
On
May
26, 2004, a newly formed wholly owned subsidiary of Reality Interactive, Inc.,
a
Nevada corporation (“Reality
Interactive”),
merged with and into Natural Gas Systems, Inc., a Delaware corporation
(“Delaware
NGS”).
As a
result of the merger described in the preceding sentence (the “Merger”),
Delaware NGS became a wholly owned subsidiary of Reality Interactive, and
Reality Interactive changed its name to Natural Gas Systems, Inc., which is
referred to in this Section as “NGS.”
Upon
completion of the Merger, Mr. Cagan became the Chairman of the Board of
NGS.
The
Merger occurred pursuant to an Agreement and Plan of Reorganization dated as
of
April 12, 2004 (the "Merger
Agreement")
among
Reality Interactive, Reality Acquisition Corp., Global Marketing Associates,
Inc., Dean H. Becker and Delaware NGS. A copy of the Merger Agreement is filed
as Exhibit 99.2 to this Schedule 13D. The terms of the Merger were determined
through arm’s length negotiations among the parties to the Merger Agreement.
At
the
time of the Merger, Reality Interactive did not engage in any business
operations, but its common stock was traded on the OTC Bulletin Board and
Reality Interactive filed periodic reports with the Securities and Exchange
Commission. A primary purpose of the Merger for the stockholders of Delaware
NGS
was to obtain access to a public market for their shares.
Prior
to
the consummation of the Merger, Mr. Cagan held shares of the common stock of
Delaware NGS. On May 26, 2004, pursuant to the terms of the Merger Agreement,
Mr. Cagan acquired 6,480,000 shares of NGS common stock in exchange for his
shares of Delaware NGS common stock. On June 23, 2005 Mr. Cagan transferred
10,000 shares to Prima Consulting and 6,000 shares to Jim Phillips.
Cagan
McAfee performs financial advisory services for NGS pursuant to an Engagement
Letter dated as of September 23, 2003 (the “Cagan
McAfee Engagement Letter”),
a
copy of which is filed as Exhibit 99.3 to this Schedule 13D. On May 26, 2004,
NGS issued to Cagan McAfee a warrant to purchase 165,000 shares of NGS common
stock at an exercise price of $1.00 per share as consideration for services
rendered by Cagan McAfee in arranging the Merger and a private placement of
securities by NGS. A copy of the warrant issued to Cagan McAfee is filed as
Exhibit 99.4 to this Schedule 13D. As of March 8, 2006, and within sixty days
thereafter, the warrant is exercisable as to 165,000 shares of NGS common stock.
7
Mr.
Cagan
is a registered representative of Chadbourn Securities, Inc. (“Chadbourn”),
which
served as NGS’ non-exclusive placement agent for private financings. Pursuant to
the Addendum I to the Cagan McAfee Engagement Letter, dated May 5, 2004, and
the
Letter Agreement dated as of February 13, 2006 among NGS, Chadbourn and Mr.
Cagan, copies of which are filed as Exhibit 99.5 and 99.6 to this Schedule
13D,
Mr. Cagan is entitled to receive warrants to acquire NGS common stock in
connection with his capital raising activities. Pursuant to the Addendum and
the
Letter Agreement, Mr. Cagan holds: (i) a currently exercisable warrant to
acquire 159 shares of NGS common stock at an exercise price of $1.50, (ii)
a
currently exercisable warrant 66,784 shares of common stock at an exercise
price
of $1.00, (iii) a currently exercisable warrant 91,200 shares of NGS common
stock at an exercise price of $2.50 and (iv) a currently exercisable warrant
13,165 shares of NGS common stock at an exercise price of $2.25 (from this
warrant, Mr. Cagan transferred a warrant to purchase 12,000 shares of NGS common
stock in February 2008). A copy of Mr. Cagan’s warrants are filed as Exhibits
99.7, 99.8, 99.9, and 99.10 to this Schedule 13D.
In
July
2006, NGS changed its name to Evolution Petroleum Corporation in connection
with
the listing of its shares on the American Stock Exchange (“AMEX”).
It is
currently traded on AMEX under the trading symbol “EPM.”
Mr.
Cagan
sold 250,000 shares of EPM common stock in a broker’s transaction on February
13, 2008 at a price of $4.00 per share and sold 250,000 shares of EPM common
stock in a broker’s transaction on June 13, 2008 at a price per share of $5.25,
as previously reported on his Form 4’s filed with the SEC.
Except
for possible acquisitions of shares of EPM common stock on the open market
or
pursuant to the exercise of the warrants described in this Item 4, none of
the
Reporting Persons has any plans or proposals that relate to, or that would
result in, any of the events described in paragraphs (a) to (j) of Item 4 of
the
Schedule 13D instructions.
Item
5. Interest in Securities of the Issuer
The
following information is based upon a total of 26,776,234 shares of EPM common
stock being beneficially owned as of October 15, 2007 as described in EPM’s
Proxy Statement on Schedule 14A, dated October 29, 2007.
The
Reporting Persons beneficially own the following shares of EPM common
stock:
(a) Mr.
Cagan
owns 7,217,808 shares of EPM common stock, representing 27.0% of the total
outstanding shares of EPM common stock and consisting of (i) 5,964,000 shares
owned of record by Mr. Cagan, (ii) 500,000 shares owned of record by the KQC
Trust, of which Mr. Cagan is the sole trustee, (iii) 500,000 shares owned of
record by the KRC Trust, of which Mr. Cagan is the sole trustee, (iv) 171,308
shares that Mr. Cagan currently has the right to acquire pursuant to warrants,
and (v) 82,500 shares out of a total of 165,000 shares that Cagan McAfee Capital
Partners, LLC, an entity in which Mr. Cagan holds a 50% interest and shares
voting and dispositive power, currently has the right to acquire pursuant to
warrants, but excluding the remaining 82,500 shares that Cagan McAfee Capital
Partners, LLC has the right to acquire pursuant to warrants and as to which
Mr.
Cagan disclaims beneficial ownership.
8
(b) The
KQC
Trust owns 500,000 shares of EPM common stock, representing 1.9 % of the total
outstanding shares of EPM common stock and as to which Mr. Cagan, as trustee,
has sole voting and dispositive power.
(c)
The KRC
Trust owns 500,000 shares of EPM common stock, representing 1.9% of the total
outstanding shares of EPM common stock and as to which Mr. Cagan, as trustee,
has sole voting and dispositive power.
(d) Cagan
McAfee owns 165,000 shares of EPM common stock, representing 0.6% of the total
outstanding shares of EPM common stock and consisting entirely of shares that
Cagan McAfee currently has the right to acquire pursuant to warrants. Mr. Cagan
shares voting and dispositive power regarding such shares with Eric A. McAfee,
who has filed separately.
The
Reporting Persons may be deemed to have formed a “group” with each other for
purposes of Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder, and such “group” may be deemed to be the beneficial
owner of the shares of EPM common stock that are beneficially owned by each
Reporting Person who is part of such group as reported on this Schedule 13D.
However, each Reporting Person disclaims beneficial ownership of all shares
of
EPM common stock except to the extent otherwise expressly described in this
Schedule 13D.
Except
for the transactions that are described in this Schedule 13D, no Reporting
Person has effected any transactions in EPM common stock during the sixty days
prior to the date of this Schedule 13D, and no person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the
sale of, the shares of common stock owned by the Reporting Persons.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The
description in Item 4 above regarding the Merger Agreement and the warrants
and
other agreements referred to in Item 4 is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
The
following documents are included as exhibits to this Schedule 13D:
| 99.1 |
Joint
Filing Agreement dated July 10, 2008 among Laird Q. Cagan, the KQC
Trust,
the KRC Trust and Cagan McAfee Capital Partners,
LLC.
|
| 99.2 |
Agreement
and Plan of Reorganization dated as of April 12, 2004 among Reality
Interactive, Inc., Reality Acquisition Corp., Global Marketing Associates,
Inc., Dean H. Becker and Natural Gas Systems, Inc. (incorporated
by
reference to the Current Report on Form 8-K/A filed by Natural Gas
Systems, Inc. with the Securities and Exchange Commission on April
27,
2004).
|
| 99.3 |
Engagement
Letter dated as of September 23, 2003 between Natural Gas Systems,
Inc.
and Cagan McAfee Capital Partners, LLC (incorporated by reference
to the
Annual Report on Form 10-KSB filed by Natural Gas Systems, Inc. with
the
Securities and Exchange Commission on September 28,
2004).
|
| 99.4 |
Warrant
dated May 26, 2004 issued by Natural Gas Systems, Inc. to Cagan McAfee
Capital Partners, LLC.
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9
| 99.5 |
Addendum
I to the Cagan McAfee Capital Partners, LLC Engagement Agreement,
dated
May 5, 2004 (incorporated by reference to the Annual Report on Form
10-KSB
filed by Natural Gas Systems, Inc. with the Securities and Exchange
Commission on September 28, 2004).
|
| 99.6 |
Letter
Agreement dated February 13, 2006 among Natural Gas Systems, Inc.,
Chadbourn Securities, Inc. and Laird Q. Cagan. (incorporated by reference
to the Quarterly Report on Form 10-QSB filed by Natural Gas Systems,
Inc.
with the Securities and Exchange Commission on February 14,
2006).
|
| 99.7 |
Warrant
dated May 26, 2004 issued by Natural Gas Systems, Inc. to Laird Q.
Cagan.
|
| 99.8 |
Warrant
dated November 30, 2004 issued by Natural Gas Systems, Inc. to Laird
Q.
Cagan.
|
| 99.9 |
Warrant
dated May 6, 2005 issued by Natural Gas Systems, Inc. to Laird Q.
Cagan.
|
| 99.10 |
Warrant
dated June 22, 2006 issued by Natural Gas Systems, Inc. to Laird
Q.
Cagan.
|
10
Signatures
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
|
July
10, 2008
|
/s/
Laird Q. Cagan
LAIRD
Q. CAGAN
|
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July
10, 2008
|
KQC
TRUST
By:/s/
Laird Q. Cagan
Laird
Q. Cagan
Trustee
|
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July
10, 2008
|
KRC
TRUST
By:/s/
Laird Q. Cagan
Laird
Q. Cagan
Trustee
|
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July
10, 2008
|
CAGAN
MCAFEE CAPITAL PARTNERS, LLC
By:/s/
Laird Q. Cagan
Laird
Q. Cagan
Managing
Director
|
11
Joint
Filing Agreement
The
undersigned hereby agree as follows:
1. Each
of
the undersigned is individually eligible to use the Schedule 13D to which this
exhibit is attached; the Schedule 13D is filed on behalf of each of the
undersigned; and all subsequent amendments to the Schedule 13D shall be filed
on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements; and
2. Each
of
them is responsible for the timely filing of the Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein, but none of them is responsible for the
completeness or accuracy of the information concerning the other persons making
the filing unless such person knows or has reason to believe that such
information is inaccurate.
|
July
10, 2008
|
/s/
Laird Q. Cagan
LAIRD
Q. CAGAN
|
|
July
10, 2008
|
KQC
TRUST
By:/s/
Laird Q. Cagan
Laird
Q. Cagan
Trustee
|
|
July
10, 2008
|
KRC
TRUST
By:/s/
Laird Q. Cagan
Laird
Q. Cagan
Trustee
|
|
July
10, 2008
|
CAGAN
MCAFEE CAPITAL PARTNERS, LLC
By:/s/
Laird Q. Cagan
Laird
Q. Cagan
Managing
Director
|
12
