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SEC Company Response from EVOLUTION PETROLEUM CORP (EPM) (CIK 0001006655) (EPM) — Aug 30, 2010

EVOLUTION PETROLEUM CORP (EPM) (CIK 0001006655)
Date: Aug. 30, 2010 · CIK: 0001006655 · Accession: 0001104659-10-046556

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File numbers found in text: 333-168107

Date
July 14, 2010
Author
EVOLUTION
Form
CORRESP
Company
EVOLUTION PETROLEUM CORP (EPM) (CIK 0001006655)

Letter

[Evolution Petroleum Letterhead]

August 30,

Via Facsimile (703) 813-6982 and EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549-7010

Attention: Mr. Roger Schwall

Re:

Evolution Petroleum Corporation

Registration Statement on Form S-3

Filed on July 14, 2010, and amended on August 9, 2010

Commission File No. 333-168107 (the “Registration Statement”)

Ladies and Gentlemen:

Evolution Petroleum Corporation (the “Company) hereby requests, with respect to the above-captioned Registration Statement, that the effective date for the Registration Statement be accelerated so that it be declared effective at 10:00 a.m. Eastern Standard Time on September 1, 2010, or as soon thereafter as possible.

In making the request, the Company hereby acknowledges that: (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
EVOLUTION
PETROLEUM CORPORATION

Show Raw Text
CORRESP
1
filename1.htm

[Evolution
Petroleum Letterhead]

August 30,
2010

Via
Facsimile (703) 813-6982 and EDGAR

Securities and Exchange
Commission

Division of Corporate
Finance

100 F Street, NE

Washington, DC 20549-7010

Attention: Mr. Roger
Schwall

  Re:

  Evolution
  Petroleum Corporation

  Registration
  Statement on Form S-3

  Filed on
  July 14, 2010, and amended on August 9, 2010

  Commission
  File No. 333-168107 (the “Registration Statement”)

Ladies and Gentlemen:

Evolution Petroleum
Corporation (the “Company) hereby requests, with respect to the above-captioned
Registration Statement, that the effective date for the Registration Statement
be accelerated so that it be declared effective at 10:00 a.m. Eastern
Standard Time on September 1, 2010, or as soon thereafter as possible.

In making the request, the
Company hereby acknowledges that: (i) should the Commission or the staff
of the Commission, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect
to the filing; (ii) the action of the Commission or the staff of the
Commission, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and (iii) the
Company may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

  Sincerely,

  EVOLUTION
  PETROLEUM CORPORATION

  By:

  /s/ Sterling H. McDonald

  Sterling H. McDonald

  Vice President &
  Chief Financial Officer

  cc:

  Michael T.
  Larkin, Esq.

  Adams and Reese LLP

  Robert Herlin

  Evolution Petroleum Corporation