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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
Amendment No. 1
 
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
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: 001-33801
 
APPROACH RESOURCES INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  51-0424817
(I.R.S. employer
identification number)
     
One Ridgmar Centre
6500 W. Freeway, Suite 800
Fort Worth, Texas
(Address of principal executive offices)
  76116
(Zip Code)
(817) 989-9000
(Registrant’s telephone number, including area code)
 
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer þ 
Non-accelerated filer o
(Do not check if smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of April 30, 2009 was 20,731,429.
 
 

 


 

Explanatory Note
     Approach Resources Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Abbreviated Amendment”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2009, filed with the Securities and Exchange Commission on May 6, 2009 (the “Form 10-Q”). The purpose of this Abbreviated Amendment is to correct an inadvertent omission on the signature page of the Form 10-Q. The signature page of the Form 10-Q incorrectly omitted the signature of the principal financial officer or chief accounting officer of the Company.
     Except for the signature page to the Form 10-Q as described above, no other changes have been made to the Form 10-Q.This Abbreviated Amendment contains only the cover page, this Explanatory Note, the signature page and Exhibits 31.1, 31.2, 32.1 and 32.2, which have been updated to today’s date. This Abbreviated Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred after the original filing date and does not modify or update in any way disclosures made in the Form 10-Q.

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PART II. — OTHER INFORMATION
Item 6. Exhibits.
See “Index to Exhibits” following the signature page of this Abbreviated Amendment for a description of the exhibits filed as part of this Abbreviated Amendment.

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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.
         
  APPROACH RESOURCES INC.
 
 
  By:   /s/ J. Ross Craft    
    J. Ross Craft   
    President and Chief Executive Officer
(Principal Executive Officer) 
 
 
     
  By:   /s/ Steven P. Smart    
    Steven P. Smart  
    Executive Vice President and Chief Financial Officer
(Principal Financial and Chief Accounting Officer) 
 
 
Date: September 29, 2009

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Index to Exhibits
     
Exhibit    
Number   Description of Exhibit
 
   
31.1*
  Certification by the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2*
  Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1*
  Certification by the President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2*
  Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
*   Filed herewith.

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