UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB/A

(Amendment No. 1)

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

For The Fiscal Year Ended June 30, 2006

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

For the transition period                to                

Commission File Number: 001-32942

EVOLUTION PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

820 Gessner, Suite 1340, Houston, Texas 77024

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 935-0122

Securities registered pursuant to Section 12(b) of the Exchange Act:

Common Stock, $.001 Par Value

(Title of class and shares outstanding)

Securities registered pursuant to Section 12(g) of the Exchange Act:  None.

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   o

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  o

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 is a Shell Company (as defined in Rule 12b-2 of the Exchange Act)   Yes o  No x

Issuer’s revenues for its most recent fiscal year: $2,861,414

As of September 1, 2006, the aggregate market value of common stock held by non-affiliates of the registrant was approximately $37 million, based on the closing stock price of $3.12 per share as quoted on the American Stock Exchange on such date, assuming solely for purposes of this calculation that all directors and executive officers of the registrant and all stockholders beneficially owning more than 10% of the registrant’s common stock are “affiliates.” This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of common stock outstanding on September 1, 2006 was 26,651,997 shares.

DOCUMENTS INCORPORATED BY REFERENCE into Part III hereof Portions of the Proxy Statement to be filed with the Commission in connection with the Company’s 2006 Annual Meeting.

Transitional Small Business Format (Check One): Yes o No x

Explanatory Note

Evolution Petroleum Corporation is filing this amendment on Form 10KSB/A (the “Amendment”) to its Annual Report for the year ended June 30, 2006 filed on Form 10KSB with the SEC on September 27, 2006 (the “Original Annual Report”).

The Amendment is being filed solely to correct a date reference in the certifications in the Original Annual Report set forth in Exhibit 32.1 and Exhibit 32.2 respectively.  Except for these items, no other information in the Original Annual Report is amended hereby.  The revised certifications do not affect the financial results.

Exhibits

Item 13. Exhibits.

Index of Exhibits

2

3

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Evolution Petroleum Corporation

4

Item 13

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

The undersigned, Robert S. Herlin, President and Chief Executive Officer of Evolution Petroleum Corporation (the “Company”), certifies in connection with the filing with the Securities and Exchange Commission of the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2006 (the “Report”)”) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, to his knowledge, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 27th day of September, 2006.

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

The undersigned, Sterling H. McDonald, Chief Financial Officer of Evolution Petroleum Corporation (the “Company”), certifies in connection with the filing with the Securities and Exchange Commission of the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2006 (the “Report”)”) pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, to his knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 27th day of September, 2006.