U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _______
COMMISSION FILE NO. 0-25455
MORGAN CREEK ENERGY CORP.
_________________________
(Name of small business issuer in its charter)
NEVADA 201777817
______ _________
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
5050 QUORUM DRIVE, SUITE 700, DALLAS, TEXAS 75254
_________________________________________________
(Address of principal executive offices)
(214) 321-0603
______________
(Issuer's telephone number)
Securities registered pursuant to Section Name of each exchange on which
12(b) of the Act: registered:
NONE
____
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001
____________________
(Title of Class)
Indicate by checkmark 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.
Yes [X ] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of May 6, 2008
Common Stock, $0.001 13,992,197*
*The total issued and outstanding 41,976,591 shares were reduced to 13,992,197
shares in accordance with the reverse stock split of one share for three shares
(1:3) effective as of April 22, 2008.
MORGAN CREEK ENERGY CORP.
Form 10-Q
Part 1 FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statements of Cash Flows 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 18
Item 4. Controls and Procedures 18
Part II. OTHER INFORMATION
Item 1 Legal Proceedings 19
Item 1A Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds 19
Item 3 Defaults Upon Senior Securities 21
Item 4 Submission of Matters to a Vote of Security Holders 21
Item 5 Other Information 21
Item 6 Exhibits 23
PART I
ITEM 1. FINANCIAL STATEMENTS
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
1
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
BALANCE SHEETS
March 31, December 31,
2008 2007
________________________________________________________________________________________________________________________________
(unaudited) (audited)
ASSETS
CURRENT ASSETS
Cash $ 14,175 $ 16,098
Prepaid expenses and other 20,166 17,891
________________________________________________________________________________________________________________________________
TOTAL CURRENT ASSETS 34,341 33,989
OIL AND GAS PROPERTIES, unproven (Note 3) 1,779,700 1,724,102
________________________________________________________________________________________________________________________________
TOTAL ASSETS $ 1,814,041 $ 1,758,091
================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 336,087 $ 389,612
Due to related parties (Note 6) 271,086 1,570,079
Drilling advances payable - 759,000
________________________________________________________________________________________________________________________________
TOTAL CURRENT LIABILITIES 607,173 2,718,691
________________________________________________________________________________________________________________________________
GOING CONCERN (Note 1)
STOCKHOLDERS' EQUITY (DEFICIT) (Note 4)
Common stock, 100,000,000 shares authorized with $0.001 par value
Issued and outstanding - 13,992,197 common shares 13,992 9,938
(December 31, 2007 - 9,938,302)
Additional paid-in-capital 6,845,183 3,992,240
Deficit accumulated during exploration stage (5,652,307) (4,962,778)
________________________________________________________________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 1,206,868 (960,600)
________________________________________________________________________________________________________________________________
TOTAL LIABILITIES & STOCK HOLDERS' EQUITY (DEFICIT) $ 1,814,041 $ 1,758,091
================================================================================================================================
The accompanying notes are an integral part of these financial statements.
2
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months
Three months ended ended October 19, 2004
March 31, March 31, (inception) to
2008 2007 March 31, 2008
________________________________________________________________________________________________________________________________
(unaudited) (unaudited) (unaudited)
GENERAL AND ADMINISTRATIVE EXPENSES
Investor relations $ - $ - $ 162,074
Consulting fees 112,845 44,378 741,303
Management fees - related party 60,000 61,739 684,697
Management fees - stock based compensation - - 1,527,170
Impairment of oil and gas properties (Note 3)) - - 1,273,410
Office and general 40,462 26,945 397,206
Professional fees 51,562 54,602 441,787
________________________________________________________________________________________________________________________________
NET OPERATING LOSS: (264,869) (187,664) (5,227,647)
________________________________________________________________________________________________________________________________
OTHER INCOME (EXPENSE)
Financing Costs (424,660) - (424,660)
________________________________________________________________________________________________________________________________
TOTAL OTHER INCOME (EXPENSE) (424,660) - (424,660)
________________________________________________________________________________________________________________________________
NET LOSS $ (689,529) $ (187,664) $ (5,652,307)
================================================================================================================================
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.06) $ (0.02)
============================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED 11,776,454 9,938,302
============================================================================================================
The accompanying notes are an integral part of these financial statements.
3
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
October 19, 2004
Three months ended (inception) to
March 31, March 31,
2008 2007 2008
__________________________________________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (689,529) $ (187,664) $ (5,652,307)
Adjustments to reconcile net loss to net cash used in operating
activities:
- Stock based compensation - - 1,527,170
- Impairment of oil and gas properties - - 1,273,410
- Financing costs 424,660 - 424,660
CHANGES IN OPERATING ASSETS AND LIABILITIES
- Increase in prepaid expenses and other (2,275) - (45,166)
- Due to/ from related parties 39,344 32,675 268,513
- Increase (decrease) in accounts payable and accrued liabilities (53,525) (81,767) 296,410
__________________________________________________________________________________________________________________________________
NET CASH USED IN OPERATING ACTIVITIES (281,325) (236,756) (1,907,310)
__________________________________________________________________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES
Oil and gas property expenditures (55,598) (65,790) (2,738,023)
Restricted cash deposits - (25,000) -
__________________________________________________________________________________________________________________________________
NET CASH FLOWS USED IN INVESTING ACTIVITIES (55,598) (90,790) (2,738,023)
__________________________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock - - 2,125,008
Drilling Advances - - 759,000
Advances from related parties 335,000 327,500 1,775,500
__________________________________________________________________________________________________________________________________
NET CASH PROVIDED BY FINANCING ACTIVITIES 335,000 327,500 4,659,508
__________________________________________________________________________________________________________________________________
INCREASE (DECREASE) IN CASH (1,923) (46) 14,175
CASH, BEGINNING OF PERIOD 16,098 5,824 -
__________________________________________________________________________________________________________________________________
CASH, END OF PERIOD $ 14,175 $ 5,778 $ 14,175
==================================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION AND
NONCASH INVESTING AND FINANCING ACTIVITIES:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
Common stock issued for acquisition of oil and gas property $ - $ - $ 950,000
Transfer of bond against settlement of debt $ - $ - $ 25,000
Non-cash sale of oil and gas property $ - $ - $ 65,000
Common stock issued for settlement of debts (Note 4) $ 2,432,337 $ - $ 2,432,337
The accompanying notes are an integral part of these financial statements.
4
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________
Morgan Creek Energy Corp. (the "Company") is an exploration stage company that
was organized to enter into the oil and gas industry. The Company intends to
locate, explore, acquire and develop oil and gas properties in the United States
and within North America. The primary activity and focus of the Company is its
leases in Texas ("Quachita Prospect"). To date the Company has acquired
approximately 2,365 gross acres. During the production testing and evaluation
period on the first well on the property, the Boggs #1, four of the five tested
zones produced significant volumes of natural gas. Analysis of the gas indicate
a "sweet" condensate rich gas with BTU values of 1,000. This quality will yield
a premium price over the current U.S. average natural gas price. As formation
water was also produced with the natural gas in the tested zones, the Boggs #1
is currently under evaluation.
During the period the Company has begun leasing acreage in New Mexico. To date
the Company has acquired approximately 5,400 gross acres.
GOING CONCERN
The Company commenced operations on October 19, 2004 and has not realized any
revenues since inception. As of March 31, 2008, the Company has an accumulated
deficit of $5,652,307 and a working capital deficiency of $572,832. The ability
of the Company to continue as a going concern is dependent on raising capital to
fund ongoing operations and carry out its business plan and ultimately to attain
profitable operations. Accordingly, these factors raise substantial doubt as to
the Company's ability to continue as a going concern. To date the Company has
funded its initial operations by way of private placements of common stock and
advances from related parties.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principals for financial information and with
the instructions to Form 10-Q of Regulation S-B. They do not include all
information and footnotes required by United States generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material changes in the information
disclosed in the notes to the financial statements for the year ended December
31, 2007 included in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. The unaudited financial statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In the opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the three months ended March 31, 2008 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2008.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________
ORGANIZATION
The Company was incorporated on October 19, 2004 in the State of Nevada. The
Company's fiscal year end is December 31.
BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with United States generally accepted accounting
principles.
OIL AND GAS PROPERTIES
The Company follows the full cost method of accounting for its oil and gas
operations whereby all costs related to the acquisition of methane, petroleum,
and natural gas interests are capitalized. Under this method, all productive and
non-productive costs incurred in connection with the exploration for and
development of oil and gas reserves are capitalized. Such costs include land and
lease acquisition costs, annual carrying charges of non-producing properties,
geological and geophysical costs, costs of drilling and equipping productive and
non-productive wells, and direct exploration salaries and related benefits.
Proceeds from the disposal of oil and gas properties are recorded as a reduction
of the related capitalized costs without recognition of a gain or loss unless
the disposal would result in a change of 20 percent or more in the depletion
rate. The Company currently operates solely in the U.S.
5
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
OIL AND GAS PROPERTIES (CONTINUED)
Depreciation and depletion of proved oil and gas properties is computed on the
units-of-production method based upon estimates of proved reserves, as
determined by independent consultants, with oil and gas being converted to a
common unit of measure based on their relative energy content.
The costs of acquisition and exploration of unproved oil and gas properties,
including any related capitalized interest expense, are not subject to
depletion, but are assessed for impairment either individually or on an
aggregated basis. The costs of certain unevaluated leasehold acreage are also
not subject to depletion. Costs not subject to depletion are periodically
assessed for possible impairment or reductions in recoverable value. If a
reduction in recoverable value has occurred, costs subject to depletion are
increased or a charge is made against earnings for those operations where a
reserve base is not yet established.
Estimated future removal and site restoration costs are provided over the life
of proven reserves on a units-of-production basis. Costs, which include
production equipment removal and environmental remediation, are estimated each
period by management based on current regulations, actual expenses incurred, and
technology and industry standards. The charge is included in the provision for
depletion and depreciation and the actual restoration expenditures are charged
to the accumulated provision amounts as incurred.
The Company applies a ceiling test to capitalized costs which limits such costs
to the aggregate of the estimated present value, using a ten percent discount
rate of the estimated future net revenues from production of proven reserves at
year end at market prices less future production, administrative, financing,
site restoration, and income tax costs plus the lower of cost or estimated
market value of unproved properties. If capitalized costs are determined to
exceed estimated future net revenues, a write-down of carrying value is charged
to depletion in the period.
ASSET RETIREMENT OBLIGATIONS
The Company has adopted the provisions of SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires the fair value of a liability for
an asset retirement obligation to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
related oil and gas properties.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates. Significant areas requiring management's
estimates and assumptions are the determination of the fair value of
transactions involving common stock and financial instruments. Other areas
requiring estimates include deferred tax balances and asset impairment tests.
FINANCIAL INSTRUMENTS
The fair value of the Company's financial assets and financial liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments.
EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Dilutive earnings (loss) per share reflects
the potential dilution of securities that could share in the earnings of the
Company. Dilutive earnings (loss) per share is equal to that of basic earnings
(loss) per share as the effects of stock options and warrants have been excluded
as they are anti-dilutive.
6
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
INCOME TAXES
The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. As at March 31, 2008 the Company had net operating loss
carryforwards, however, due to the uncertainty of realization, the Company has
provided a full valuation allowance for the deferred tax assets resulting from
these loss carryforwards.
STOCK-BASED COMPENSATION
On January 1, 2006, the Company adopted the fair value recognition provisions of
Financial Accounting Standards Board ("FASB") Statement No. 123(R), SHARE-BASED
PAYMENT, ("SFAS 123R"). The Company adopted SFAS 123R using the
modified-prospective-transition method. Under this method, compensation cost
recognized for the year ended December 31, 2006 includes: a) compensation cost
for all share-based payments granted prior to, but not yet vested as of December
31, 2005, based on the grant-date fair value estimated in accordance with the
original provisions of SFAS 123, and b) compensation cost for all share-based
payments granted subsequent to December 31, 2005, based on the grant-date fair
value estimated in accordance with the provisions of SFAS 123R. In addition,
deferred stock compensation related to non-vested options is required to be
eliminated against additional paid-in capital upon adoption of SFAS 123R. The
results for the prior periods were not restated.
The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force ("EITF") in Issue
No. 96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.
RECENT ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, will be adopted by the Company beginning in
the first quarter of 2009. The Company does not expect there to be any
significant impact of adopting SFAS 161 on its financial position, cash flows
and results of operations.
In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL
ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings cause by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of the Company's first fiscal year that begins after
November 15, 2007, although earlier adoption is permitted. Effective January 1,
2008, the Company adopted this statement. To date, the Company has not applied
this standard to the measurement of any reported amounts. Accordingly, the
adoption of this standard did not have any impact on the Company's results of
operations or financial position.
7
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity's first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
COMBINATIONS ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed following existing GAAP. Management has
not determined the effect that adopting this statement would have on the
Company's financial position or results of operations.
In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASURE ("SFAS No.
157"). This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for the Company is the fiscal year
beginning January 1, 2008. The adoption of this standard did not have any impact
on the Company's results of operations or financial position.
NOTE 3 - OIL AND GAS PROPERTIES
________________________________________________________________________________
(A) QUACHITA PROSPECT
The Company leased various properties totalling approximately acres within the
Quachita Trend within the state of Texas for a three year term in consideration
for $338,353. The Company has a 100% Working Interest and a 77% N.R.I. in the
leases.
BOGGS #1
On June 7, 2007 the Company began drilling its first well on the Quachita
Prospect (Boggs #1). During 2007 the Company began production testing and
evaluation of the well. Of the five tested zones, four produced significant
volumes of natural gas. As formation water was also produced with the natural
gas in the tested zones, the Boggs # 1 is currently under evaluation. To date,
$1,362,158 has been incurred on drilling and completion expenditures on the
Boggs #1. The Boggs #1 was initially privately funded with the funding investors
receiving a 75% Working Interest and a 54% Net Revenue Interest in exchange for
providing 100% of all drilling and completion costs. To December 31, 2007 the
Company had incurred $1,335,781 of costs on Boggs #1 and had received $759,000
in funding from the private investors. On March 24, 2008 the Company negotiated
with the funding investors to acquire their interest in the well for an amount
equal to the total amount of their initial investment being $759,000 and
forgiveness of any additional amounts owing. Effective March 24, 2008, the
Company completed this acquisition and settlement through the issuance of
1,265,000 shares of common stock at $0.63 per share (refer to Note 4).
(B) NEW MEXICO PROSPECT
The Company to date has leased various properties totalling approximately 5,400
net acres within the state of New Mexico for a five year term in consideration
for $81,303. The Company has a 100% Working Interest and an 87.5% N.R.I. in the
leases.
8
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
________________________________________________________________________________
NOTE 4 - STOCKHOLDERS' EQUITY/DEFICIT
________________________________________________________________________________
(A) SHARE CAPITAL
The Company's capitalization is 100,000,000 common shares with a par value of
$0.001 per share.
On April 22, 2008, the directors of the Company approved a special resolution to
undertake a reverse split of the common stock of the Company on a basis of 1 new
share for 3 old shares. On May 10, 2006, the directors of the Company approved a
special resolution to undertake a forward split of the common stock of the
Company on a basis of 2 new shares for 1 old share. On July 26, 2006, the
directors of the Company approved a special resolution to undertake a further
forward split of the common stock of the Company on a basis of 2 new shares for
1 old share.
All references in these financial statements to number of common shares, price
per share and weighted average number of common shares outstanding prior to the
2:1 forward stock split on May 10, 2006, the 2:1 forward split on August 8, 2006
and the 3:1 reverse stock split on April 22, 2008 have been adjusted to reflect
these stock splits on a retroactive basis, unless otherwise noted.
On December 19, 2006 a founding shareholder of the Company returned 4,000,000
restricted shares of common stock to treasury and the shares were subsequently
cancelled by the Company. The shares were returned to treasury for no
consideration to the shareholder.
(B) PRIVATE PLACEMENTS
On November 26, 2004 the Company issued 2,066,666 shares of common stock at
$0.075 per share for proceeds of $155,000.
On December 15, 2004 the Company issued 2,516,667 shares of common stock at
$0.075 per share for proceeds of $188,750 and 880,267 shares of common stock at
$0.375 per share for proceeds of $330,100.
On March 9, 2005 the Company issued 93,333 shares of common stock at a price of
$0.375 per share for proceeds of $35,000.
On October 16, 2006 the Company completed a private placement consisting of
314,702 units at $4.50 per unit for proceeds of $1,416,158. Each unit consists
of one common share and one non-transferable share purchase warrant exercisable
at $9.00 per share for the period commencing on October 16, 2006 and ending on
October 16, 2008, being the day which is the earlier of 24 months from the date
of issuance of the units or 18 months from the effective date of a planned
registration statement. Of this private placement, 187,778 of the units issued
were in exchange for $845,000 previously advanced to the Company by a
shareholder. The estimated fair value of the warrants at the date of grant of
$592,210, which has been included in additional paid in capital, was determined
using the Black-Scholes option pricing model with an expected life of 2 years,
risk free interest rate of 4.49%, a dividend yield of 0% and an expected
volatility of 153%.
(C) OTHER ISSUANCES
On February 13, 2008, the Company issued 2,525,356 shares of common stock at a
price of $0.75 per share on settlement of related party advance and accrued
interest totalling $1,515,214. The difference between the estimated fair value
of the common shares issued at and the amount of debt settled totalling $378,803
was recorded as a finance cost during the period (refer to Note 6).
On March 24, 2008, the Company issued 1,528,538 shares of common stock at a
price of $0.63 per share on settlement of related party advances and the
acquisition of the interest in the Boggs well totalling $917,123. The difference
between the estimated fair value of the common shares at issuance and the amount
of debt settled totalling $45,857 was recorded as a finance cost during the
period (refer to Notes 3 and 6).
9
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
________________________________________________________________________________
NOTE 4 - STOCKHOLDERS' EQUITY/DEFICIT (CONTINUED)
________________________________________________________________________________
(D) SHARE PURCHASE WARRANTS
Details of the Company's share purchase warrants issued and outstanding as of
March 31, 2008 are as follows:
Exercise price Weighted average price Number of warrants to purchase shares Expiry Date
____________________________________________________________________________________________________
$9.00 $9.00 944,105 October 16, 2008
The Company's share purchase warrants activity for the period ended March 31,
2008 is summarized as follows:
Weighted average exercise Weighted average remaining
Number of Warrants Price per share In contractual life (in years)
____________________________________________________________________________________________________________________
Balance, December 31, 2007 314,702 $ 9.00 0.80
Issued - - -
Expired - - -
Exercised - - -
____________________________________________________________________________________________________________________
Balance, March 31, 2008 314,702 $ 9.00 0.55
====================================================================================================================
All warrants are exercisable as at March 31, 2008.
NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________
On April 3, 2006 the Board of Directors of the Company ratified, approved and
adopted a Stock Option Plan for the Company in the amount of 1,666,667 shares
with an exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide services to the Company for reasons other than cause,
any Stock Option that is vested and held by such optionee maybe exercisable
within up to ninety calendar days after the effective date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock Option held by an optionee at the time of his death may be exercised by
his estate within one year of his death or such longer period as the Board of
Directors may determine.
As approved by the Board of directors, on December 12, 2006, the Company granted
616,667 stock options to certain officers, directors and management of the
Company at $3.30 per share. The term of these options are five years. The total
fair value of these options at the date of grant was estimated to be $1,527,170
and was recorded as a stock based compensation expense during 2006. The fair
value of these options was estimated using the Black-Scholes option pricing
model with the following assumptions: expected life of 3 years; risk free
interest rate of 4.49%; dividend yield of 0% and expected volatility of 187%.
The Company's stock option warrants activity for the period ended March 31, 2008
is summarized as follows:
Weighted average exercise Weighted average remaining
Number of Options Price per share In contractual life (in years)
____________________________________________________________________________________________________________________
Balance, December 31, 2007 616,667 $ 3.30 3.95
Granted - - -
Expired - - -
Exercised - - -
____________________________________________________________________________________________________________________
Balance, March 31, 2008 616,667 $ 3.30 3.70
====================================================================================================================
All options are exercisable as at March 31, 2008.
10
MORGAN CREEK ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
________________________________________________________________________________
NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
INTERNATIONAL MARKET TREND, INC. ("IMT")
An officer and director of IMT, a private company, is a shareholder of the
Company. During the period ended March 31, 2008 the Company incurred consulting
fees of $30,000 to IMT (March 31, 2007 - $167,500). On March 24, 2008 the
Company converted $86,873 in consulting fees and advances through the issuance
of 144,788 commons shares of the Company at $0.63 per share. (Refer Note 4).
As of March 31, 2008 and December 31, 2007, a shareholder of the Company had
advanced $10,000 to the Company. The amount is unsecured non-interest bearing
and without specific repayment terms.
As at December 31, 2007, $1,365,500 was owing to a separate shareholder for
advances made to the Company. During the period, this shareholder made further
advances to the Company of $335,000. On February 13, 2008, the Company issued
2,525,356 shares of common stock at a price of $0.75 per share on settlement of
related party advance and related accrued interest totalling $1,515,214 (refer
to Note 4). As a result, as of March 31, 2008 $260,000 was owing which bears
interest at 8% per annum and has no specific repayment terms. As of March 31,
2008 total accrued interest was $1,086 (December 31, 2007 - $66,456).
MANAGEMENT FEES
During the period ended March 31, 2008, the Company paid officers and directors
$60,000 for management fees (March 31, 2007 -$30,000).
During the period the Company converted $71,250 of management fees of the
President of the Company through the issuance of 118,750 common shares of the
Company at $0.63 per share (Refer to Note 4 ).
NOTE 7 - INCOME TAXES
________________________________________________________________________________
The Company has adopted the FASB No. 109 for reporting purposes. As of March 31,
2008 the Company had net operating loss carry forwards of approximately
$2,427,000 that may be available to reduce future years' taxable income through
2028. Future tax benefits which may arise as a result of these losses have not
been recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss
carryforwards.
NOTE 8 - SUBSEQUENT EVENTS
________________________________________________________________________________
Our Board of Directors, pursuant to a Board of Directors' meeting held on April
1, 2008, approved and authorized the settlement of an aggregate of $917,123 in
current indebtedness (the "Debt Settlement") by the issuance Pre-Reverse Stock
Split of an aggregate 4,585,616 shares of our restricted common stock at $0.21
per share (pre 3 to 1 reverse split - April 22, 2008) effective as of March 24,
2008. The aggregate 4,585,616 shares of common stock were issued to seven
creditors (each a "Creditor") pursuant to the terms and conditions of those
certain $0.21 (pre 3 to 1 reverse split - April 22, 2008) Share for Debt Private
Placement Subscription Agreements (collectively, the "Subscription Agreements")
as entered into between us and each such Creditor. The shares issued to the
funding investors relating to the acquisition of their interest in the Boggs#1
is included in this issuance. The total fair market value of these shares at
tune if ussyabce
As described in Note 4, on April 22, 2008, the directors of the Company approved
a special resolution to undertake a reverse split of the common stock of the
Company on a basis of 1 new share for 3 old shares which resulted in 13,992,196
common shares outstanding immediately following the reverse split. These
financial statements have been restated, as applicable, to reflect this reverse
split.
11
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
GENERAL
Morgan Creek Energy Corp. is a corporation organized under the laws of the State
of Nevada. After the effective date of our registration statement filed with the
Securities and Exchange Commission (February 14, 2006), we commenced trading on
the Over-the-Counter Bulletin Board under the symbol "MCKE:OB". We are engaged
in the business of exploration of oil and gas bearing properties in the United
States. Our shares are also traded on the Frankfurt Stock Exchange in Germany
under the symbol "M6C".
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," or "Morgan Creek," refers to Morgan
Creek Energy Corp.
RECENT DEVELOPMENTS
APRIL 22, 2008 REVERSE STOCK SPLIT
On April 1, 2008, our Board of Directors pursuant to a board of directors
meeting authorized and approved a reverse stock split of one for three of our
total issued and outstanding shares of common stock (the "Reverse Stock Split").
The Reverse Stock Split was effectuated based on market conditions and upon a
determination by our Board of Directors that the Reverse Stock Split was in our
best interests and of the shareholders. Certain factors were discussed among the
members of the Board of Directors concerning the need for the Reverse Stock
12
Split, including the increased potential for financing. The intent of the
Reverse Stock Split is to increase the marketability of our common stock.
The Reverse Stock Split was effectuated on April 22, 2008 upon filing the
appropriate documentation with NASDAQ. The Reverse Stock Split decreased our
total issued and outstanding shares of common stock from 41,976,591 to
approximately 13,992,197 shares of common stock. The common stock will continue
to be $0.001 par value.
CURRENT BUSINESS OPERATIONS
We are a natural resource exploration and production company currently engaged
in the exploration, acquisition and development of oil and gas properties in the
United States and within North America. Our primary activity and focus is our
leases in Texas (the "Quachita Prospect"). To date, we have acquired
approximately 2,365 gross acres within the Quachita Prospect for a three-year
term. We acquired a 100% working interest and a 77% net revenue interest in
natural gas targeted Quachita Prospect leases. The leases are unproven and were
acquired for approximately $338,000. In addition, we have leased various
properties totaling approximately 5,400 net acres within the State of New Mexico
for a five-year term in consideration for $81,303 (the "New Mexico Prospect").
We have a 100% working interest and an 87.5% net revenue interest in the leases.
OIL AND GAS PROPERTIES
QUACHITA PROSPECT
As of the date of this Quarterly Report, we lease approximately 1,971 net acres
within the Quachita Trend in the State of Texas for a three-year term in
consideration of approximately $338,000. We have a 100% working interest and a
77% net revenue interest in the Quachita Prospect leases.
BOGGS #1. As of the date of this Quarterly Report, we received a permit for
drilling of the twin well on the Quachita Prospect and commenced drilling of our
first well (the "Boggs #1). We have identified seven separate potential areas of
exploration interest in the Quachita Lease and have carried out wide scale
leasing on the first of these targets. We completed the drilling portion of the
Boggs #1 well on July 13, 2007. Subsequently, we began production testing and
evaluation of the well. Of the five tested zones, four produced significant
volumes of natural gas. As formation water was also produced with the natural
gas in the tested zones, the Boggs #1 is currently under evaluation. We intend
to secure all immediate rights relating to oil and gas in the areas providing
control over any potential major structural play that develops as a result of
this in-depth exploration.
The Boggs #1 had been privately funded with the funding investors receiving a
75% working interest and a 54% net revenue interest in exchange for providing
100% of all drilling and completion costs. Therefore, we previously retained a
25% working interest and a 23% net revenue interest in the Boggs #1 well. As of
December 31, 2007, we received approximately $759,000 in funding from the
private investors and incurred $1,335,780 in drilling and completion costs on
Boggs #1. Accordingly, as of December 31, 2007, $564,892 of investor funding
13
obligation has been recorded as project funding receivable. On March 24, 2008,
we negotiated with the funding investors to acquire their interest in the Boggs
#1 for $759,000 (which amount is the equal to the total amount of the funding
investors' initial investment) and forgiveness of any additional amounts owing.
Effective on March 24, 2008, we completed the acquisition and settlement through
the issuance Post-Reverse Stock Split of 1,265,000 shares of our restricted
common stock at $0.63 per share (pre- April 22, 2008 reverse split). See "Part
II. Item 2. Changes in Securities and Use of Proceeds."
NEW MEXICO PROSPECT
As of the date of this Quarterly Report, we have leased various properties in
the New Mexico Prospect totaling approximately 5,400 net acres within the State
of New Mexico for a five year term in consideration for $81,303. We have a 100%
working interest and a 87.5% net revenue interest in the leases comprising the
New Mexico Prospect.
RESULTS OF OPERATION
We have incurred recurring losses to date. Our financial statements have been
prepared assuming that we will continue as a going concern and, accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
THREE MONTH PERIOD ENDED MARCH 31, 2008 COMPARED TO THREE MONTH PERIOD ENDED
MARCH 31, 2007
Our net loss for the three-month period ended March 31, 2008 was approximately
($689,529) compared to a net loss of ($187,664) during the three-month period
ended March 31, 2007 (an increase of $501,865). During the three-month periods
ended March 31, 2008 and 2007, we did not generate any revenue.
During the three-month period ended March 31, 2008, we incurred general and
administrative expenses of approximately $264,869 compared to $187,664 incurred
during the three-month period ended March 31, 2007 (an increase of $77,205).
These general and administrative expenses incurred during the three-month period
ended March 31, 2008 consisted of: (i) consulting fees of $112,845 (2007:
$44,378); (ii) office and general of $40,462 (2007: $26,945); (iii) professional
fees of $51,562 (2007: $54,602); and (iv) management fees - related party of
$60,000 (2007: $61,739).
During the three-month periods ended March 31, 2008 and 2007, we did not incur
any management fees - stock based compensation relating to the valuation of
stock options granted to our officers and directors. We also did not record any
impairment of oil and gas properties during the three-month periods ended March
31, 2008 and 2007. Thus, general and administrative expenses incurred during the
three-month period ended March 31, 2008 compared to the three-month period ended
March 31, 2007 increased primarily due to the increase in consulting fees and in
office and general expenses. General and administrative expenses generally
14
include corporate overhead, financial and administrative contracted services,
marketing, and consulting costs.
Of the $264,869 incurred as general and administrative expenses during the
three-month period ended March 31, 2008, we incurred consulting expenses of
$30,000 payable to International Market Trend, Inc. ("IMT"). In addition, during
the three-month period ended March 31, 2008, we settled an aggregate amount of
$86,873 for consulting fees and advances due and owing to IMT through the
issuance Pre-Reverse Stock Split of 144,788 shares of our restricted common
stock. An officer and director of IMT is also one of our shareholders. See "Part
II. Item 2. Changes in Securities and Use of Proceeds."
Of the $264,869 incurred as general and administrative expenses during the
three-month period ended March 31, 2008, we incurred management fees of $60,000
payable to our offices and directors. In addition, during the three-month period
ended March 31, 2008, we settled an aggregate $71,250 for management fees due
and owing to our President, Marcus Johnson, through the issuance Pre-Reverse
Stock Split of 118,750 shares of our restricted common stock. See Part II. Item
2. Changes in Securities and Use of Proceeds."
During the period the Company issued shares for debt. The difference between the
estimated fair value of the common shares issued at the amount of debt settled
totaling $424,660 was recorded as a finance cost during the period.
Our net loss during the three-month period ended March 31, 2008 was ($689,529)
or ($0.06) per share compared to a net loss of ($187,664) or ($0.02) per share
during the three-month period ended March 31, 2007. The weighted average number
of shares outstanding was 11,776,454 for the three-month period ended March 31,
2008 compared to 9,938,302 for the three-month period ended March 31, 2007.
LIQUIDITY AND CAPITAL RESOURCES
THREE-MONTH PERIOD ENDED MARCH 31, 2008
As at the three-month period ended March 31, 2008, our current assets were
$34,341 and our current liabilities were $607,173, which resulted in a working
capital deficiency of ($572,832). As at the three-month period ended March 31,
2008, current assets were comprised of: (i) $14,175 in cash; and (ii) $20,166 in
prepaid. As at the three-month period ended March 31, 2008, current liabilities
were comprised of: (i) $336,087 in accounts payable and accrued liabilities; and
(ii) $271,086 due to related parties.
As at the three-month period ended March 31, 2008, our total assets were
$1,814,041 comprised of: (i) $34,341 in current assets; and (ii) $1,779,700 in
unproven oil and gas properties. The increase in total assets during the
three-month period ended March 31, 2008 from fiscal year ended December 31, 2007
was primarily due to the increase in valuation of the unproved oil and gas
properties.
As at the three-month period ended March 31, 2008, our total liabilities were
$607,173 comprised entirely of current liabilities. The decrease in liabilities
during the three-month period ended March 31, 2008 from fiscal year ended
15
December 31, 2007 was primarily due to the settlement of an aggregate $917,123
in current indebtedness (the "Debt Settlement") by the issuance Pre-Reverse
Stock Split of an aggregate 4,585,616 shares of our restricted common stock at
$0.21 per share (pre 3 to 1 reverse split April 22, 2008) effective as of March
24, 2008. See "Part II. Item 2. Changes in Securities and Use of Proceeds."
Stockholders' deficit increased from ($960,600) for fiscal year ended December
31, 2007 to $1,206,868 for the three-month period ended March 31, 2008.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
three-month period ended March 31, 2008, net cash flows used in operating
activities was ($281,325), consisting primarily of a net loss of ($689,529). Net
cash flows used in operating activities was adjusted by $39,344 relating to
amounts due to related parties, and a decrease of ($53,525) related to accounts
payable and accrued liabilities and ($2,275) related to increase in prepaid
expenses and $424,660 related to the financing costs. For the three-month period
ended March 31, 2007, net cash flows used in operating activities was
($236,756), consisting primarily of a net loss of ($187,664), and adjusted by
$32,675 due to related parties and a decrease of ($81,767) related to accounts
payable and accrued liabilities.
CASH FLOWS FROM INVESTING ACTIVITIES
For the three-month period ended March 31, 2008, net cash flows used in
investing activities was ($55,598) consisting of $55,598 for acquisition of oil
and gas properties. For the three-month period ended March 31, 2007, net cash
flows used in investing activities was ($90,790) consisting of $65,790 for the
acquisition of oil and gas properties and $25,000 in restricted stock deposits.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the three-month period ended March
31, 2008, net cash flows provided from financing activities was $335,000
compared to $327,500 for the three-month period ended March 31, 2007. Cash flows
from financing activities for the three-month periods ended March 31, 2008 and
2007 consisted of advances from related parties.
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
PLAN OF OPERATION AND FUNDING
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
16
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling initiatives on current properties and future properties; and
(iii) future property acquisitions. We intend to finance these expenses with
further issuances of securities, and debt issuances. Thereafter, we expect we
will need to raise additional capital and generate revenues to meet long-term
operating requirements. Additional issuances of equity or convertible debt
securities will result in dilution to our current shareholders. Further, such
securities might have rights, preferences or privileges senior to our common
stock. Additional financing may not be available upon acceptable terms, or at
all. If adequate funds are not available or are not available on acceptable
terms, we may not be able to take advantage of prospective new business
endeavors or opportunities, which could significantly and materially restrict
our business operations.
During the three-month period ended March 31, 2008, we closed a private
placement offering under Regulation S of the Securities Act pursuant to which we
received gross proceeds of $1,515,214, of which all consisted of settlement of
debt relating to amounts previously advanced to us by one of our shareholders
and related accrued interest. And effective March 24, 2008, we also settled an
aggregate $917,123 in debt by the issuance of 4,585,616 shares of our restricted
common stock at $0.21 per share (pre 3 to 1 reverse split April 22, 2008). See
"Part II. Item 2. Changes in Securities and Use of Proceeds."
MATERIAL COMMITMENTS
During fiscal year ended December 31, 2007, an aggregate of $1,365,500 was due
and owing to one of our shareholders relating to advances. Subsequently, during
January 2008, an additional advance was made by this same shareholder to us for
an aggregate amount of $1,512,214 due and owing. This amount was assigned by the
shareholder to various assignees and settled pursuant to the issuance of
7,576,068 shares of our restricted common stock at $0.25 per share. As a result,
as of March 31, 2008, an aggregate $260,000 was due and owing to this
shareholder, which bears interest at 8% per annum and has no specific repayment
terms. As at March 31, 2008, total accrued interest was $1,086. See "Part II.
Item 2. Changes in Securities and Use of Proceeds."
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Annual Report, we do not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our December 31, 2007 and December
31, 2006 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
17
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD"). In the event we acquire
any properties outside of the United States, the fluctuation of exchange rates
may have positive or negative impacts on our results of operations. However,
since all of our properties are currently located within the United States, any
potential revenue and expenses will be denominated in U.S. Dollar, and the net
income effect of appreciation and devaluation of the currency against the US
Dollar would be limited to our costs of acquisition of property.
INTEREST RATE
Interest rates in the United States are generally controlled. Any potential
future loans will relate mainly to acquisition of properties and will be mainly
short-term. However our debt may be likely to rise in connection with expansion
and if interest rates were to rise at the same time, this could become a
significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks of for
speculative purposes.
ITEM IV. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management, including Marcus Johnson, our Chief Executive Officer ("CEO")
until his resignation on April 28, 2008, and D. Bruce Horton, our Chief
Financial Officer ("CFO"), of the effectiveness of the design and operation of
our disclosure controls and procedures as of March 31, 2008. Based on that
evaluation, Messrs. Johnson and Horton concluded that our disclosure controls
and procedures were effective as of such date to ensure that information
required to be disclosed in the reports that we file or submit under the
18
Exchange Act, is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms. Such officers also confirm that there
was no change in our internal control over financial reporting during the
nine-month period ended March 31, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
AUDIT COMMITTEE REPORT
The Board of Directors has established an audit committee. The members of the
audit committee are Mr. Marcus Johnson, Mr. Steve Jewett and Mr. D. Bruce Horton
and. Two of the three members of the audit committee are "independent" within
the meaning of Rule 10A-3 under the Exchange Act. The audit committee was
organized in November 20, 2004 and operates under a written charter adopted by
our Board of Directors.
The audit committee has reviewed and discussed with management our financial
statements as of and for the three-month period ended March 31, 2008. The audit
committee has also discussed with De Joya Griffith & Company, LLC the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants. The audit committee
has received and reviewed the written disclosures and the letter from De Joya
Griffith & Company, LLC required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as amended, and has discussed
with De Joya Griffith & Company, LLC their independence.
Based on the reviews and discussions referred to above, the audit committee has
recommended to the Board of Directors that the financial statements referred to
above be included in our Quarterly Report on Form 10-Q for the three-month
period ended March 31, 2008 filed with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
PRIVATE PLACEMENT OFFERING
On February 13, 2008, we closed a private placement offering (the "Private
Placement Offering"), whereby we issued Pre-Reverse Stock Split an aggregate of
7,576,068 shares of common stock at a deemed settlement and issuance price of
$0.25 per share (pre 3 to 1 reverse split April 22, 2008) in settlement of an
aggregate $1,515,214 in debt due and owing by us to certain non-U.S. residents.
19
The Private Placement Offering was completed in reliance on Regulation S of the
Securities Act. Sales were made to only non-U.S. residents. The Private
Placement Offering was not registered under the Securities Act or under any
state securities laws and may not be offered or sold without registration with
the Securities and Exchange Commission or an applicable exemption from the
registration requirements. The per share price of the Private Placement Offering
was arbitrarily determined by our Board of Directors based upon analysis of
certain factors including, but not limited to, stage of development, industry
status, investment climate, perceived investment risks, our assets and net
estimated worth.
DEBT SETTLEMENT
Our Board of Directors, pursuant to a Board of Directors' meeting held on April
1, 2008, approved and authorized the settlement of an aggregate of $917,123 in
current indebtedness (the "Debt Settlement") by the issuance Pre-Reverse Stock
Split of an aggregate 4,585,616 shares of our restricted common stock at $0.21
per share (pre 3 to 1 reverse split - April 22, 2008) effective as of March 24,
2008. The aggregate 4,585,616 shares of common stock were issued to seven
creditors (each a "Creditor") pursuant to the terms and conditions of those
certain $0.21 (pre 3 to 1 reverse split - April 22, 2008) Share for Debt Private
Placement Subscription Agreements (collectively, the "Subscription Agreements")
as entered into between us and each such Creditor. The shares issued to the
funding investors relating to the acquisition of their interest in the Boggs#1
is included in this issuance.
The Debt Settlement was made to five non-United States Creditors in reliance on
Rule 903 of Regulation S promulgated under the Securities Act and to two United
States accredited Creditors in reliance on Section 4(2) of the Securities Act.
The securities issued in the Debt Settlement have not been registered under the
Securities Act or under any state securities laws and may not be offered or sold
without registration with the United States Securities and Exchange Commission
or an applicable exemption from the registration requirements.
There were no finders' fees or commissions payable by us upon the successful
completion of the Debt Settlement and we have agreed to file a registration
statement with the United States Securities and Exchange Commission in
accordance with the Securities Act covering the resale of the shares of common
stock as issued to the Creditors.
REVERSE STOCK SPLIT
On April 1, 2008, our Board of Directors pursuant to a board of directors
meeting authorized and approved the Reverse Stock Split. The Reverse Stock Split
was effectuated based on market conditions and upon a determination by our Board
of Directors that the Reverse Stock Split was in our best interests and of the
shareholders. Certain factors were discussed among the members of the Board of
Directors concerning the need for the Reverse Stock Split, including the
increased potential for financing. The intent of the Reverse Stock Split is to
increase the marketability of our common stock. The Reverse Stock Split was
effectuated on April 22, 2008 upon filing the appropriate documentation with
NASDAQ. The Reverse Stock Split decreased our total issued and outstanding
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shares of common stock from 41,976,591 to approximately 13,992,197 shares of
common stock. The common stock will continue to be $0.001 par value.
STOCK OPTION PLAN
On April 3, 2006, our Board of Directors and our shareholders adopted a stock
option plan (the "Stock Option Plan"). A provision in the Stock Option Plan
provides that in the event of a change in our corporate or capital structure,
the Plan Administrator shall make proportional adjustments in the maximum number
and kind of securities that may be subject to options. On April 22, 2008, we
effected the Reverse Stock Split, which decreased the number of shares issuable
under the Stock Option Plan from 5,000,000 shares to 1,666,666 shares. On April
28, 2008, our Board of Directors approved an amendment to the Stock Option Plan
to increase the number of shares issuable under the Stock Option Plan to an
aggregate of 5,000,000.
On April 30, 2008, we authorized the grant of 500,000 stock options to David
Urquhart in accordance with the terms and provisions of an executive service
agreement. The options are exercisable at $1.00 per share for a period of ten
years.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS/ELECTION OF DIRECTORS/ APPOINTMENT OF
CERTAIN OFFICERS/COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective on April 30, 2008, our Board of Directors accepted the resignation of
Marcus M. Johnson as our President/Chief Executive Officer. Mr. Marcus remains
as a member of our Board of Directors. On the same date, the Board of Directors
accepted the consent of David Urquhart to act as our President/Chief Executive
Officer and as a member of the Board of Directors.
BIOGRAPHY
DAVID URQUHART, PENG. has thirty-five years of operational, engineering,
management and executive experience in al facets of the equipment fabrication
and hydrocarbon industries. Mr. Urquhart's experience involves production
operations, drilling and completion operations, exploration and exploitation
operations, plant and facility design and construction, process equipment
fabrication, product marketing, project economics, preparation of operating
budgets and acquisitions and divestitures. Mr. Urquhart has designed and applied
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programmable systems technology for business analysis and reporting outcomes for
IMB Systems, Microsoft Word, Microsoft Excel, Visio and Lotus Notes. He has also
had extensive national and international exposure in business development,
facility construction and project management, including marketing and sales in
Eastern Europe, the Middle East, the Orient and Africa.
From 1991 to present, Mr. Urquhart is the founder and principal of Westhampton
Ltd., a company specializing in project management and market development. Mr.
Urquhart provides contract operations expertise and project management services
to various companies and organizations seeking to establish themselves in
unfamiliar or offshore environments. These assignments often included the
delivery of new technologies directed at solving modern day production and
process problems. Some of the projects undertaken were delivered through
contracts with Cal-Bow Industries, an offshore associate company focused
primarily on the oil and gas
industry markets of Russia, North Africa and the Middle East.
From 2007 through 2008, Mr. Urquhart contracted with Geneva Resources Inc.
pursuant to which he was responsible for due diligence investigation on the
potential associated with two large lease blocks controlled by Allied Minerals
Ltd. in Plateau State, Nigeria. From 2005 through 2007, Mr. Urquhart contracted
with Mart Resources Inc. to provide design and procurements services on for
production facilities and pipelines in the three Nigerian joint venture projects
being undertaken by Mart. His responsibilitites also included overseeing the
day-to-day operations of the company in Nigeria. He was subsequently appointed
chief operating officer and elected to the board of directors of Allied Minerals
Ltd. From 2003 through 2005, Mr. Urquhart contracted with KC WEllsite Services
as the engineering director. He provided drilling programs, casing design, well
license applications, rig selection recommendations, site construction advice,
third party services selection, cement design, well log interpretation and
operations management to company clients. Mr. Urquhart also developed a joint
design initiative for an Internet site that would provide historical well
drilling graphs and drilling program design formats to the independent oil and
gas operators in Western Canada. From 2002 through 2003, Mr. Urquhart contracted
with TESCO Corporation to develop a deep-well water drilling joint venture
initiative for TESCO in the Sahara Desert Region of Algeria, Tunisia and Libya
utilizing the company's unique casing drilling technology. During the same
period, he also acted as an advisor to Mohamed Djoua, Director of Drilling for
Sanatrach SpA, Algeria's national oil company, in the use of horizontal drilling
techniques suited to the optimization of deep sandstone formations.
Prior to founding his own company, Mr. Urquhart served as Vice President, Energy
Group for Finex Capital Corporation of Calgary, Alberta.Finex was a Calgary
based merchant banking entity owned by First City Trust, and charged with the
management of an extensive investment portfolio in both energy and commercial
real estate assets.He also served as the senior officer in the establishment of
all Finex owned and operated oil and gas service companies, as well as being
responsible for providing operational management to all Finex oil and gas
production related subsidiary operations.
From the 1960s until 1983, Mr. Urquhart was employed in a variety of successive
senior management positions, primarily in charge of drilling and production
operations for established petroleum development and production companies. The
list of firms includes Petroleum Technologies of Wichita, Kansas (1983 - 1987),
Hexagon Gas Limited of Calgary, Alberta (1977 - 1983) and Suncor Inc. of
Calgary, Alberta (1968 - 1977).
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Mr. Urguhart graduated from Dalhousie University in Haifax, Nova Scotia with a
Bachelor of Science majoring in mathematics and minoring in engineering. He also
earned a Bachelor of Engineering from Nova Scotia Technical College. Mr.
Urguhart is affiliated with the Association of Professional Engineers,
Geologists and Geophysicistgs of Alberta, the Canadian Institute of Mining and
Metallurgy - Petroleum Society, the American Society of Petroleum Engineers, and
the Associationof Drilling Engineers. Mr. Urquhart is also a member of the
directors of Mainland Resources Inc., a publicly traded company.
EXECUTIVE SERVICE AGREEMENT
On April 30, 2008, we entered into an executive service agreement with
Westhampton Ltd., an Alberta corporation ("Westhampton") and David Urquhart (the
"Executive Agreement"). In accordance with the terms and provisions of the
Executive Agreement, Mr. Urquhart through Westhampton will provide to us such
services as required relating to his executive position as our President and
Chief Executive Officer. In accordance with the further terms and provisions of
the Executive Agreement, we shall pay to Westhampton a monthly fee of $10,000.00
and will grant to Mr. Urquhart 500,000 stock options exercisable at $1.00 per
share for a ten year period. The Executive Agreement may be terminated by either
party upon thirty days notice.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
10.1 Executive Service Agreement dated April 30, 2008 between Morgan
Creek Energy Corp., Westhampton Ltd., and David Urquhart. (1)
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference from Current Report on Form 8-K filed with the
Securities and Exchange Commission on May __, 2008.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORGAN CREEK ENERGY CORP.
Dated: May 14, 2008 By: /s/ DAVID URQUHART
__________________________________________
David Urquhart, President and
Chief Executive Officer
Dated: May 14, 2008 By: /s/ D. BRUCE HORTON
__________________________________________
D. Bruce Horton, Chief Financial
Officer
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