10KSB/A 1 v116336_10ksba.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-KSB/A
 
Amendment No. 1
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2007
 
Commission File Number 000-52272
 
ZULU ENERGY CORP.

(Exact name of registrant as specified in its charter)
 
Colorado
 
20-3281304
State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization
 
Identification No.)

122 N. Main Street, Sheridan, Wyoming 82801
(Address of principal executive offices) (Zip Code)
 
307-673-0800
(Issuer’s telephone number)
 
N/A
(Former Address)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
 
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x No o
 
Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will 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/A or any amendment to this Form 10-KSB/A 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 the year ended June 30, 2007 was $0.00.
 
State the aggregate market value of the voting and non-voting common equity stock held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $96,200,000 on September 30, 2007.
 
The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 52,000,000 as of October 10, 2007.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Not applicable.
 
Transitional Small Business disclosure format (check one): Yes o No x



EXPLANATORY NOTE

This Amendment No. 1 to Form 10-KSB/A (this “Amendment”) amends the items identified below with respect to our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007, originally filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2007 (the “Original Filing”).

As previously disclosed in the Current Report on Form 8-K filed with the SEC on May 14, 2008, our Board of Directors on May 12, 2008, concluded that the Company’s previously filed audited financial statements for the fiscal years ended June 30, 2007 and December 31, 2007 and unaudited financial statements for the quarterly period ended September 30, 2007 should no longer be relied upon and need to be restated as a result of our determination that we previously misstated (i) our authorized shares of common stock as 500 million, when, in fact, our authorized shares of common stock is 100 million and (ii) the par value of our common stock as $0.0001, when, in fact, the par value of our common stock is $0.001.

Authorized officers of the Company discussed this matter with our current and former independent public accounting firms who agreed that the Company's previously issued financial statements described above could not be relied upon and needed to be restated. See “Note 7 - Restatement” in the Notes to Financial Statements for further details.

This Amendment only amends certain information in Item 7 (Financial Statements) of the Original Filing and such amendment with respect to Item 7 reflects the restatement of the financial statements as described above.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Except for the foregoing amended information, this Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the Original Filing or to modify or update those disclosures affected by subsequent events.

In addition, in connection with the filing of this Amendment, and pursuant to Rule 12b-15 and 13a-14 under the Exchange Act, we are including with this Amendment currently dated certifications. The Original Filing also included a cautionary statement concerning forward-looking statements, which is also applicable to this Amendment.

i


TABLE OF CONTENTS

FORM 10-KSB/A ANNUAL REPORT

ZULU ENERGY CORP.

PART II
 
1
     
 
ITEM 7.
FINANCIAL STATEMENTS
1
       
PART III
 
9
     
 
ITEM 13.
EXHIBITS
9
       
SIGNATURES
10

As used in this document, references to “Zulu Energy”, “our company”, “the Company”, “we”, “us”, and “our” refer to Zulu Energy Corp. and its directly and indirectly wholly-owned subsidiaries.

ii


ITEM 7.  FINANCIAL STATEMENTS
 
Report of Independent Registered Public Accounting Firm

Board of Directors
Zulu Energy, Corp.
(Formerly Global Sunrise, Inc.)
(An Exploration Stage Company)
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We have audited the accompanying balance sheets of Zulu Energy, Corp. (formerly Global Sunrise, Inc.) (An Exploration Stage Company) as of June 30, 2007 and 2006 and the related statements of operations, stockholders’ equity and cash flows for the years then ended and for the period from May 5, 2005 (date of inception) to June 30, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
As noted in note 7 to the financial statements, the Company has restated its financial statements to correct an accounting error relating to the par value of the Company’s common stock.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zulu Energy, Corp. (formerly Global Sunrise, Inc.) (An Exploration Stage Company) as of June 30, 2007 and 2006 and the results of its operations and cash flows for the years then ended and for the period from May 5, 2005 (date of inception) to June 30, 2007 in conformity with accounting principles generally accepted in the United States of America.
 
s/ Madsen & Associates CPA’s, Inc.
 
Madsen & Associates CPA’s, Inc.
 
Salt Lake City, Utah
 
September 28, 2007, except for the restatement adjustment outlined in Note 7 which is dated May 29, 2008.

1


ZULU ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
 
BALANCE SHEETS
FOR THE YEARS ENDED JUNE 30, 2007 AND 2006
 
   
(Restated)
 
(Restated)
 
   
June 30,
 
June 30,
 
   
2007
 
2006
 
ASSETS
         
           
Cash
 
$
-
 
$
35,940
 
               
Total Assets
 
$
-
 
$
35,940
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
             
               
Current Liabilities:
             
Accounts payable
   
16,800
   
15,000
 
Total Current Liabilities
   
16,800
   
-
 
               
Stockholders' Equity (Deficit):
             
Preferred stock, $.001 par value; authorized 10,000,000, none issued
   
-
   
-
 
Common stock, $.001 par value; 100,000,000 shares authorized 52,000,000 and issued and outstanding at June 30, 2007 and 2006, respectively
   
52,000
   
52,000
 
Additional paid in capital
   
(13,500
)
 
(13,500
)
Deficit accumulated during the exploration stage
   
(55,300
)
 
(17,560
)
               
Total Stockholders' Equity (Deficit)
   
(16,800
)
 
20,940
 
               
Total Liabilities and Stockholders' Equity (Deficit)
 
$
-
 
$
35,940
 
 
THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

2


ZULU ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
 
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2007 AND 2006
AND FOR THE PERIOD MAY 5, 2005 (INCEPTION) THROUGH JUNE 30, 2007
 
   
For the year ended 
June 30,2007
 
For the year ended 
June 30, 2006
 
From May 5, 2005 
(Date of inception of 
exploration stage) to 
June 30, 2007
 
               
Revenue:
 
$
-
 
$
-
 
$
-
 
Total Revenue
   
-
   
-
   
-
 
                     
Operating Expenses:
                   
Mineral exploration costs
   
-
   
15,500
   
15,500
 
General & administrative
   
37,740
   
1,060
   
39,800
 
Total Operating Expenses
   
37,740
   
16,560
   
55,300
 
                     
NET LOSS
 
$
(37,740
)
$
(16,560
)
$
(55,300
)
                     
Weighted Average Shares
                   
Common Stock Outstanding
   
52,000,000
   
3,341,667
       
                     
Net Loss Per Share
                   
(Basic and Fully Dilutive)
   
(0.00
)
 
(0.00
)
     

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

3


ZULU ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
 
STATEMENT OF SHAREHOLDERS’ EQUITY (Restated)
AS AT JUNE 30, 2007
 
   
Shares 
Issued
 
Par Value 
$.001 per 
share
 
Share 
Issued
 
Par Value 
$.001 per 
share
 
Additional 
Paid-In 
Capital
 
Deficit 
accumulated 
during the 
exploration 
stage
 
Total
 
                               
BALANCE- May 6, 2005 (inception)
   
-
 
$
-
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
Issuance of common stock in exchange for services
   
-
   
-
   
10,000,000
   
10,000
   
(9,000
)
 
-
   
1,000
 
Net loss
   
-
   
-
   
-
   
-
   
-
   
(1,000
)
 
(1,000
)
                                             
BALANCE- June 30, 2005
   
-
   
-
   
-
   
10,000
   
-
   
(9,000
)
 
-
 
                                             
Issuance of common stock for mineral claims
   
-
   
-
   
5,000,000
   
5,000
   
(4,500
)
 
-
   
500
 
Issuance of common stock for cash at $.001 per share
   
-
   
-
   
37,000,000
   
37,000
   
-
   
-
   
37,000
 
Net loss
   
-
   
-
   
-
   
-
   
-
   
(16,560
)
 
(16,560
)
                                             
BALANCE- June 30, 2006
   
-
   
-
   
52,000,000
   
52,000
   
(13,500
)
 
(17,560
)
 
20,940
 
                                             
Net loss
   
-
   
-
   
-
   
-
   
-
   
(37,740
)
 
(37,740
)
                                             
BALANCE-June 30, 2007
   
-
   
-
   
52,000,000
   
52,000
   
(13,500
)
 
(55,300
)
 
(16,800
)

4


ZULU ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNJE 30, 2006 AND 2007
AND FOR THE PERIOD MAY 6, 2005 (INCEPTION) THROUGH JUNE 30, 2007
 
   
For the year ended 
June 30, 2007
 
For the year ended 
June 30, 2006
 
From May 6, 2005 
(date of inception) to 
June 30, 2007
 
Cash Flows Used in Operating Activities:
                   
                     
Net Loss by operating activites:
 
$
(37,740
)
$
(16,560
)
$
(55,300
)
Issuance of stock for services rendered
   
-
   
-
   
1,000
 
Issuance of stock for mineral claims (expensed)
   
-
   
500
   
500
 
Increase in accounts payable
   
1,800
   
15,000
   
16,800
 
                     
Net Cash Used in Operating Activities
   
(35,940
)
 
(1,060
)
 
(37,000
)
                     
Cash Flows from Financing Activities:
                   
Issuance of common stock
   
-
   
37,000
   
37,000
 
                     
Net Cash Provided by Financing Activities
   
-
   
37,000
   
37,000
 
                     
Net Increase (Decrease) in Cash
   
(35,940
)
 
35,940
   
-
 
                     
Cash at Beginning of Year
   
-
   
-
   
-
 
                     
Cash at End of Year
 
$
(35,940
)
$
35,940
 
$
-
 
                     
                     
                     
Issuance of stock for services
 
$
-
 
$
1,000
 
$
1,000
 
Issuance of stock for mineral claims (expensed)
   
-
   
500
   
500
 

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

5


ZULU ENERGY CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
 
NOTE 1 – NATURE AND PURPOSE OF BUSINESS
 
Zulu Energy Corp. (the “Company”) was incorporated under the laws of the State of Colorado on May 6, 2005 under the name of Global Sunrise, Inc. On January 16, 2007, the Board of Directors of the Company changed the name of the Company from Global Sunrise, Inc. to Zulu Energy Corp. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit. The Company has adopted June 30 as its fiscal year end.
 
NOTE 2 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
 
CASH AND CASH EQUIVALENTS
 
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
 
REVENUE RECOGNITION
 
The Company considers revenue to be recognized at the time the service is performed.
 
USE OF ESTIMATES
 
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
 
EARNINGS PER SHARE
 
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.

6


INCOME TAXES:
 
The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
 
Deferred income taxes may arise from temporary differences resulting from income and expanse items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
 
CONCENTRATION OF CREDIT RISK:
 
The Company does not have any concentration of related financial credit risk.
 
RECENT ACCOUNTING PRONOUNCEMENTS:
 
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.
 
NOTE 3 – MINERAL CLAIMS
 
The Company has entered into an agreement, dated September 24, 2005 to acquire a 100% interest in a total of three mineral claims located in the Red Lake Mining District in Ontario, Canada.
 
The mineral claims were acquired for $15,500. The amount of $15,000 was accrued as an account payable and $500 was paid by issuing 500,000 shares of common stock of the Company. The Company paid the $15,000 payable amount in August of 2006. Management has determined that there is not a reasonable basis for capitalizing the costs of the mineral claims therefore, these costs have been expensed as exploration costs during the year ended June 30, 2006.
 
NOTE 4 – COMMON STOCK
 
The Company issued 10,000,000 shares of its common stock on May 6, 2005 to two shareholders in exchange for services rendered valued at $1,000.
 
The Company issued 5,000,000 shares of its common stock on September 24, 2005 valued at $500 for partial payment of the purchase of three mineral claims (see Note 3).
 
7

During the year ended June 30, 2006 the Company issued 37,000,000 shares of its common stock in exchange for cash. The shares were valued at $.01 per share for an aggregate value of $37,000.

On January 8, 2007, the Board of Directors of the Company authorized a ten to one (10 - 1) forward split of the Company’s issued and outstanding shares of common stock. The total issued and outstanding shares of common stock before the split were 5,200,000 and immediately after the split the total issued and outstanding shares were 52,000,000. The effect of this stock split has been reflected retroactively in the financial statements as if the stock split had occurred at the inception of the Company.
 
NOTE 5 – GOING CONCERN
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no revenues, no assets, negative working capital and has incurred a net loss of $ 55,300 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets or the amounts of and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.
 
NOTE 6 – SUBSEQUENT EVENTS
 
On September 25th, 2007, we signed a binding Letter of Intent (the “LOI”) with LMA Hughes, LLLP and Swansi Holdings Corp. to acquire an effective fifty-percent (50%) ownership interest in Nyati Botswana (PTY) Limited, the company having ownership of prospecting licenses, allowing for the exploration and production rights to more than two million (2,000,000) net acres of what the Company believes to contain contiguous coal beds for the production of coal bed methane gas (“CBM”), another form of natural gas, in the country of Botswana.
 
Pursuant to the terms of the LOI, Zulu will acquire (i) eighty-four (84) shares of the Common Stock of Nyati Mauritius Limited, a Mauritius corporation ("Nyati Mauritius") from LMA Hughes LLLP ("LMA Hughes"); and (ii) eight (8) shares of the Common Stock BPULA of Nyati Botswana (PTY) Limited, a Botswana corporation ("Nyati Botswana") from Swansi Holdings Corp. ("Swansi"). Zulu will receive, prior to Closing, confirmation that Nyati Mauritius and Swansi own 50% each of Nyati Botswana, thereby giving Zulu a majority interest in Nyati Botswana.
 
Zulu will deliver at the closing of the transaction (the "Closing Date") 30,000,000 shares of Zulu to LMA Hughes and $1,500,000 in cash to Swansi. Another $1,500,000 in cash will be payable to Swansi upon the earlier of (i) four years from the Closing Date or (ii) the date Zulu raises gross proceeds of at least an aggregate of $5,000,000 in one or more financings, through an offering of equity, debt or a combination thereof. The ensuing definitive agreements are expected to be executed on or before October 31, 2007.
 
NOTE 7 – RESTATEMENT ADJUSTMENT
 
The financial statements had previously been prepared reflecting the par value of the common stock at $.0001 per share. Management made a determination that the Company had not satisfied the legal requirements to change the par value of its common shares from $.001 per share to $.0001 per share.
 
In addition the Company had previously reported its total authorized common shares at 500,000,000 shares. The Company has 100,000,000 common shares authorized.

8


The Company is restating its financial statements to make the above corrections.
 
The restatement adjustments have no effect on the statement of operations or weighted average common shares outstanding.
 
The summary of the restatement adjustment on the affected accounts is as follows:
 
   
As previously reported
 
Restated Amounts 
 
Restatement Adjustment
 
Common stock
 
$
5,200
 
$
52,000
$
46,800
 
Paid in capital
 
$
33,300
 
$
(13,500
)
$
(46,800
)
 
 
Pursuant to Rule 601 of Regulation SB, the exhibits filed as part of this Amendment No. 1 on Form 10-KSB/A are reflected on the Exhibit Index following the signature page.

9

 
SIGNATURES
 
In accordance with the Exchange Act, this report has been signed below by the following person and in the capacities and on the date indicated.
 
 
ZULU ENERGY CORP.
   
 
By:
 /s/ James Hostetler  
 
James Hostetler, Executive Vice President, 
Secretary, Treasurer, Chief Financial Officer, 
Principal Accounting Officer
   
 
Date: June 2, 2008

10

Exhibit List

Exhibit
 
 
Number 
 
Description 
     
2.1
 
Stock Exchange Agreement and Plan of Reorganization among Zulu Energy Corp, Nyati Mauritius Limited and LMA Hughes LLLP dated December 19, 20071
     
3.1
 
Articles of Incorporation2 
     
3.2
 
Articles of Amendment7
     
3.3
 
Statement of Correction7
     
3.4
 
Form of Amended and Restated Articles of Incorporation4†
     
3.5
 
Amended and Restated Bylaws5
     
10.2
 
Stock Purchase Agreement between Zulu Energy Corp. and Swansi Holdings Corp. dated as of December 19, 20071
     
10.3
 
Tax Indemnification Letter Agreement between Zulu Energy Corp. and LMA Hughes LLLP dated December 19, 20071
     
10.4
 
Employment Agreement, dated effective March 1, 2008, by and between Zulu Energy Corp. and Paul Stroud4
     
10.5
 
Employment Agreement, dated effective March 1, 2008, by and between Zulu Energy Corp. and James Hostetler3
     
10.6
 
Employment Agreement, dated effective March 1, 2008, by and between Zulu Energy Corp. and Kevin Reeves3
     
10.7
 
Form of Option Holder Letter Agreement3
     
10.8
 
Letter Agreement dated April 25, 2008 between Zulu Energy Corp. and Swansi Holdings Corp.3
     
10.9
 
Zulu Energy Corp. 2008 Equity Incentive Plan3†
     
10.10
 
Form of Restricted Stock Agreement5
     
10.11
 
Form of Stock Option Agreement5
     
10.12
 
Form of Common Stock Purchase Warrant6
     
10.13
 
Form of Subscription Agreement6
     
10.14
 
Form of Registration Rights Agreement6
     
10.15
 
Employment Agreement, dated effective May 15, 2008, by and between Zulu Energy Corp. and David Weisgerber8 
     
10.16
 
Employment Agreement, dated effective May 21, 2008, by and between Zulu Energy Corp. and David Weisgerber8
     
31.1*
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2*
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1*
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


 
1.
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 27, 2007, File No. 000-52272.
 
2.
Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Commission on September 1, 2006, File No. 333-137076.
 
3.
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 21, 2008, File No. 000-52272.
 
4.
Incorporated by reference to the Company’s Annual Report on Form 10-KSB/A filed with the Commission on April 29, 2008, File No. 000-52272.
 
5.
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 2, 2008, File No. 000-52272.
 
6.
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2008, File No. 000-52272.
 
7.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 20, 2008, File No. 000-52272.
 
8.
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2008, File No. 000-52272.
 
*
Filed herewith.
 
The form of Amended and Restated Articles of Incorporation and 2008 Equity Incentive Plan were approved by the Board of Directors of Zulu Energy Corp. on April 28, 2008 and will be presented to shareholders for approval as part of the 2008 Annual Meeting of Shareholders.