United States

Securities And Exchange Commission

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-33321

Fellows Energy Ltd.

(Exact Name of Small Business Issuer as Specified in its Charter)

Nevada		33-0967648
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
370 Interlocken Blvd. Suite #400 Broomfield, CO 80021 (Address of Principal Executive Offices)

(303) 926-4415

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the issuer (1) has 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. x Yes o No

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 o

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 19, 2008 there were 100,000,000 shares of the issuer’s $.001 par value common stock issued and outstanding.

Transitional Small Business Disclosure format (check one): o Yes x No

Table of Contents

FELLOWS ENERGY LTD.

Quarterly Report on Form 10-Q for the

Quarterly Period Ending June 30, 2008

Table of Contents

	Page
Item 6. Exhibits	3

Signatures	4

Explanatory Note

This amended quarterly report on Form 10-Q/A is filed exclusively to revise paragraph 4(b) in Exhibits 31.1 and 31.2 pursuant to Item 601.31 of Regulation S-K.

As permitted by General Instruction E, the original filing of our annual report on Form 10-Q is incorporated by reference the complete information required by Parts I and II.

The information contained in this Form 10-Q/A has not been updated to reflect events and circumstances occurring since its original filing. Such matters have been or will be addressed, as necessary, in reports filed with the Commission (other than this amended report) subsequent to the date of the original filing of our quarterly report on Form 10-Q.

Since the original filing on form 10-Q does not currently comply with item 310(b) of Regulation S-B, in that the review of the interim financial statements has not been completed by our independent pubilc accountant, an amended form 10-Q will be filed upon the completion of the review and filed in accordance with item 310(b) of Regulation S-B.

Table of Contents

Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)

32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

Table of Contents

Signatures

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FELLOWS ENERGY LTD.

Date: March 16, 2009	By: /s/ GEORGE S. YOUNG
	Name: George S. Young
	Title: Chief Executive Officer ( Principal Executive Officer)

Date: March 16, 2009	By: /s/ BROOKE E. HORSPOOL
	Name: Brooke E. Horspool
	Title: Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

FELLOWS ENERGY LTD 10-Q/A