SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STROUD PAUL

(Last)

(First)

(Middle)

950 17TH STREET

SUITE 2300

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZULU ENERGY CORP. [ ZLUE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2008		J⁽¹⁾		2,050,000⁽¹⁾	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	08/14/2008		A		2,050,000		⁽³⁾	⁽³⁾	Common Stock	2,050,000	$0	2,050,000	D
Stock Option (Right to Buy)	$1	08/14/2008		D⁽⁴⁾			1,500,000	⁽⁴⁾⁽⁵⁾	04/15/2013	Common Stock	1,500,000	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$1	08/14/2008		A⁽⁴⁾		1,500,000		⁽⁴⁾⁽⁵⁾	04/15/2013	Common Stock	1,500,000	⁽⁴⁾⁽⁵⁾	1,500,000	D

Explanation of Responses:

1. To comply with the terms of Mr. Stroud's employment agreement with Zulu Energy Corp. ("Zulu"), on August 14, 2008, the Board of Directors of Zulu rescinded and cancelled the shares of restricted stock that were granted (but not delivered) to Mr. Stroud on April 15, 2008 and April 28, 2008.

2. On August 14, 2008, Zulu granted 2,050,000 Restricted Stock Units ("RSU") to Mr. Stroud. Each RSU represents a contingent right to receive one share of Zulu common stock.

3. The RSUs vest as follows: 820,000 shares (40%) on January 1, 2009; 615,000 shares (30%) on January 1, 2010; and the remaining 615,000 shares (30%) January 1, 2014.

4. The two reported transactions involved the exchange of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 15, 2008.

5. The right to buy shares is governed by the employment agreement between Mr. Stroud and Zulu, and the shares are fully vested but not exercisable until Zulu increases its authorized shares of common stock to 150 million shares.

	/s/ Paul Stroud	08/18/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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