U.S.            SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM            10-QSB

 

Quarterly Report under Section 12(b) or 12(g) of

The            Securities Act of 1934

 

For            the Period ended September 30, 2007

 

Commission File Number 333-141993

 

Petrocorp Inc.

(Name            of small business issuer in its charter)

 

Delaware 20-5134664

(State of incorporation) (Employer ID Number)

430            Loma Media Road

Santa            Barbara, CA 93103

(805)            680-5379

(Address and telephone number of principal executive offices)

 

Check            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 X No___

 

Check            whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange            Act).

| Yes | No |
|-----|----|

 

There            were 5,270,000 shares of Common Stock outstanding as of November 13, 2007.

 

 

----

**ITEM            1. FINANCIAL INFORMATION**.

 

On            October 19, 2007, the Company affected a five for one forward stock split. All share            and per share numbers set forth in this report have been adjusted to reflect the stock            split.

 

**PETROCORP INC.**

**(FORMERLY GD CONFERENCE CENTER, INC.)**

**(A            DEVELOPMENT STAGE COMPANY)**

**SEPTEMBER 30, 2007**

**(UNAUDITED)**

 

**INDEX TO FINANCIAL STATEMENTS**

 

Contents    Page(s)

 

| Balance SheetatSeptember 30, 2007 |    3 |
|-----------------------------------|---------------------|

 

Statement of Operations forthe Nine Months            EndedSeptember 30, 2007, for

the            Period from June 19, 2006 (Inception) through September 30, 2006 and

| for the Period from June 19, 2006 (Inception) through                            September 30, 2007 |     4 |
|-----------------------------------------------------------------------------------------------------|----------------------|

 

Statement of Operations for the Three Months Ended September 30,            2007

|   | and for the Period from June 19, 2006 (Inception)                            through September 30, 2006 | 5 |
|--------|---------------------------------------------------------------------------------------------------------|---|

 

Statement of Stockholders’ Deficit for the Nine Months

Ended            September 30, 2007 and for the Period from June 19, 2006 (Inception) through

| September 30, 2007 |   6 |
|--------------------|----------|

 

Statement of Cash Flows for the Nine Months Ended September 30,            2007,

for the            Period from June 19, 2006 (Inception) through September 30, 2006

| and for the Period from June 19, 2006 (Inception)                            through September 30, 2007 |    7 |
|---------------------------------------------------------------------------------------------------------|----------------|

 

| Notes to the Financial Statements |       8 to 13 |
|-----------------------------------|----------------------------------------|

 

 

 

2

 

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| PETROCORP INC.                                                                   |
|----------------------------------------------------------------------------------|
| (FORMERLY GD CONFERENCE CENTER, INC.)                                            |
| (A DEVELOPMENT STAGE COMPANY)                                                    |
| BALANCE SHEET                                                                    |
| September 30, 2007                                                               |
| (UNAUDITED)                                                                      |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
| **ASSETS**                                                                       |   |   |   |   |   |   |
| CURRENT ASSETS:                                                                  |   |   |   |   |   |   |
|                                                                             | Cash |   |   |   | $ | 350,336 |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   | Total Assets |   |   | $ | 350,336 |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIT**                                        |   |   |   |   |   |   |
| CURRENT LIABILITIES:                                                             |   |   |   |   |   |   |
|                                                                             | Accrued expenses and other current                            liabilities |   |   | $ | 3,000 |   |   |
|                                                                             | Note payable - stockholder |   |   |   | 350,000 |   |   |
|                                                                             | Due to stockholder |   |   |   | 3,000 |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   | Total Current Liabilities |   |   |   | 356,000 |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS' DEFICIT:                                                           |   |   |   |   |   |   |
|                                                                             | Preferred stock $.0001 par value: 1,000,000 shares                            authorized; |   |   |   |   |   |   |
|                                                                             |   | none issued and outstanding |   |   |   | - |   |   |
|                                                                             | Common stock $.0001 par value: 100,000,000 shares                            authorized; |   |   |   |   |   |
|                                                                             |   | 5,270,000 shares issued and outstanding |   |   |   | 527 |   |   |
|                                                                             | Additional paid-in capital |   |   |   | 53,573 |   |   |
|                                                                             | Deficit accumulated during development stage |   |   |   | (59,764) |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   | Total Stockholders' Deficit |   |   |   | (5,664) |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   | Total Liabilities and Stockholders' Deficit |   |   | $ | 350,336 |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
| *See accompanying notes to the financial                            statements.* |

 

3

 

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| PETROCORP INC.                                                                   |
|----------------------------------------------------------------------------------|
| (FORMERLY GD CONFERENCE CENTER, INC.)                                            |
| (A DEVELOPMENT STAGE COMPANY)                                                    |
| STATEMENTS OF OPERATIONS                                                         |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (UNAUDITED)                                                                      |
|                                                                             |   |   |   |   |   |   |   |   |   |   | For the Period from |   | For the Period from |
|                                                                             |   |   |   |   |   |   |   | For the Nine Months |   | June 19, 2006 |   | June 19, 2006 |
|                                                                             |   |   |   |   |   |   |   | Ended |   | (Inception) through |   | (Inception) through |
|                                                                             |   |   |   |   |   |   |   | September 30, 2007 |   | September 30, 2006 |   | September 30, 2007 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES:                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             | General and administrative expenses |   |   |   | $ | 15,438 |   | $ | 2,488 |   | $ | 42,035 |
|                                                                             | Impairment of equipment |   |   |   |   |   | 16,929 |   |   | - |   |   | 16,929 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   | Total operating expenses |   |   |   |   | 32,367 |   |   | 2,488 |   |   | 58,964 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATIONS                                                             |   |   |   |   |   | (32,367) |   |   | (2,488) |   |   | (58,964) |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME TAXES                                                                     |   |   |   |   |   |   | - |   |   | - |   |   | 800 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS                                                                         |   |   |   |   |   | $ | (32,367) |   | $ | (2,488) |   | $ | (59,764) |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS PER COMMON SHARE - BASIC AND DILUTED                                    | $ | (0.01) |   | $ | (0.00) |   | $ | (0.01) |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             | Weighted Common Shares Outstanding - basic and                            diluted |   | 5,250,679 |   |   | 5,150,000 |   |   | 5,184,224 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| *See accompanying notes to the financial                            statements.* |
|                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

 

 

 

 

 

 

4

 

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| PETROCORP INC.                                                                   |
|----------------------------------------------------------------------------------|
| (FORMERLY GD CONFERENCE CENTER, INC.)                                            |
| (A DEVELOPMENT STAGE COMPANY)                                                    |
| STATEMENTS OF OPERATIONS                                                         |
| (UNAUDITED)                                                                      |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   | For the Three Months |   | For the Three Months |
|                                                                             |   |   |   |   |   |   | Ended |   | Ended |
|                                                                             |   |   |   |   |   |   | September 30, 2007 |   | September 30, 2006 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES:                                                              |   |   |   |   |   |   |   |   |   |
|                                                                             | General and administrative expenses |   | $ | 2,618 |   | $ | 2,488 |
|                                                                             | Impairment of equipment |   |   |   | 16,929 |   |   | - |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   | Total operating expenses |   |   |   | 19,547 |   |   | 2,488 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATIONS                                                             |   |   |   |   | (19,547) |   |   | (2,488) |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
| INCOME TAXES                                                                     |   |   |   |   |   | - |   |   | - |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS                                                                         |   |   |   |   |   | $ | (19,547) |   | $ | (2,488) |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS PER COMMON SHARE - BASIC AND                            DILUTED:        | $ | (0.00) |   | $ | (0.00) |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             | Weighted Common Shares Outstanding - basic and                            diluted |   | 5,270,000 |   |   | 5,150,000 |
|                                                                             |   |   |   |   |   |   |   |   |   |   |   |
| *See accompanying notes to the financial                            statements.* |

 

 

5

 

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| PETROCORP INC.                                                                                      |
|-----------------------------------------------------------------------------------------------------|
| (FORMERLY GD CONFERENCE CENTER, INC.)                                                               |
| STATEMENT OF STOCKHOLDERS' DEFICIT                                                                  |
| For the Period from June 19, 2006 (Inception) through                            September 30, 2007 |
|                                                                                                |
| (UNAUDITED)                                                                                         |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   | Deficit |   |   |   |
|                                                                                                |   |   |   | Common Stock, $0.0001 Par Value |   |   | Additional |   |   | Accumulated |   |   | Total |
|                                                                                                |   |   |   | Number of |   |   |   |   |   | Paid-in |   |   | during |   |   | Stockholders' |
|                                                                                                |   |   |   | Shares |   |   | Amount |   |   | Capital |   |   | Development Stage |   |   | Deficit |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, June 19, 2006 (Inception)                                                                  |   | - |   | $ | - |   | $ | - |   | $ | - |   | $ | - |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for cash                                                                   |   | 5,000,000 |   |   | 500 |   |   | (400) |   |   | - |   |   | 100 |
|                                                                                                | ($0.0001 per share) |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for cash ($1.00 per share                            -                     | 150,000 |   |   | 15 |   |   | 29,985 |   |   | - |   |   | 30,000 |
|                                                                                                | July 1, 2006 through December 31, 2006) |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                            |   |   |   |   |   |   |   |   |   |   | (27,397) |   |   | (27,397) |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2006                                                                          |   | 5,150,000 |   |   | 515 |   |   | 29,585 |   |   | (27,397) |   |   | 2,703 |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for cash ($1.00 per share                            -                     | 120,000 |   |   | 12 |   |   | 23,988 |   |   | - |   |   | 24,000 |
|                                                                                                | January 1, 2007 through September 30, 2007) |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                            |   |   |   |   |   |   |   |   |   |   | (32,367) |   |   | (32,367) |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, September 30, 2007                                                                         |   | 5,270,000 |   | $ | 527 |   | $ | 53,573 |   | $ | (59,764) |   | $ | (5,664) |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| *See accompanying notes to the financial                            statements.*                    |

 

6

 

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| PETROCORP INC.                                                                   |                                         |
|----------------------------------------------------------------------------------|----------------------------------------------|
| (FORMERLY GD CONFERENCE CENTER, INC.)                                            |                                         |
| (A DEVELOPMENT STAGE COMPANY)                                                    |                                         |
| STATEMENTS OF CASH FLOWS                                                         |                                         |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| (UNAUDITED)                                                                      |                                         |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |                                         |   |   |   |   | For the Period from |   | For the Period from |   |   |
|                                                                             |                                         |   |   | For the Nine Months |   | June 19, 2006 |   | June 19, 2006 |   |   |
|                                                                             |                                         |   |   | Ended |   | (Inception) through |   | (Inception) through |   |   |
|                                                                             |                                         |   |   | September 30, 2007 |   | September 30, 2006 |   | September 30, 2007 |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                            |                                         |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                         |                                         | $ | (32,367) |   | $ | (2,488) |   | $ | (59,764) |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Adjustments to reconcile net loss to net cash used                            in |                                         |   |   |   |   |   |   |   |   |   |   |
|                                                                             | operating activities                         |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             | Depreciation expense                         |   |   | 1,071 |   |   | - |   |   | 1,071 |   |   |
|                                                                             | Impairment of equipment                      |   |   | 16,929 |   |   | - |   |   | 16,929 |   |   |
|                                                                             | Changes in operating assets and liabilities: |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |                                         | Accrued expenses |   |   | (16,829) |   |   | - |   |   | (16,829) |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| NET CASH USED IN OPERATING ACTIVITIES                                            |                                         |   | (31,196) |   |   | (2,488) |   |   | (58,593) |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                            |                                         |   |   |   |   |   |   |   |   |   |   |
|                                                                             | Purchases of property and equipment          |   |   | (18,000) |   |   | - |   |   | (18,000) |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| NET CASH USED IN INVESTING ACTIVITIES                                            |                                         |   | (18,000) |   |   | - |   |   | (18,000) |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                            |                                         |   |   |   |   |   |   |   |   |   |   |
|                                                                             | Proceeds from note payable - stockholder     |   |   | 350,000 |   |   | - |   |   | 350,000 |   |   |
|                                                                             | Payment received from stockholder            |   |   | 3,000 |   |   | - |   |   | 3,000 |   |   |
|                                                                             | Proceeds from sale of common stock           |   |   | 24,000 |   |   | 21,101 |   |   | 45,101 |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| NET CASH PROVIDED BY FINANCING ACTIVITIES                                        |                                         | 377,000 |   |   | 21,101 |   |   | 398,101 |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| NET INCREASE IN CASH                                                             |                                         |   | 327,804 |   |   | 18,613 |   |   | 321,508 |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash at beginning of period                                                      |                                         |   | 22,532 |   |   | - |   |   | - |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash at end of period                                                            |                                         | $ | 350,336 |   | $ | 18,613 |   | $ | 321,508 |   |   |
|                                                                             |                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW                            INFORMATION:     |                                         |   |   |   |   |   |   |

|                                                                             | Interest paid |   | $      | -      |   | $      | -      |   | $      | -      |   |   |   |   |   |
|----------------------------------------------------------------------------------|---------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                             | Taxes paid    |   | $      | -      |   | $      | -      |   | $      | -      |   |   |   |   |   |
|                                                                             |          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| *See accompanying notes to the financial                            statements.* |          |   |   |   |

 

 

 

7

 

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**PETROCORP INC.**

**(FORMERLY GD CONFERENCE CENTER, INC.)**

**(A            DEVELOPMENT STAGE COMPANY)**

**Notes to the Financial Statements**

**September 30, 2007**

**(UNAUDITED)**

 

**NOTE 1 - ORGANIZATION AND OPERATIONS**

 

Petrocorp Inc. (formerly GD Conference Center, Inc.) (a development            stage company) (“Petrocorp”, the “Company”, or            “Registrant”) was incorporated on June 19, 2006 under the laws of the State            of Delaware. The Company planned to engage in telephonic conferencing services to            businesses, organizations and individuals in North America and a substantial portion of            the Company’s activities were involved developing a business plan and            establishing contacts and visibility in that marketplace. The Company had made efforts            to acquire additional capital, but these were not successful.

 

Due to capital constraints and because its executives could no longer            serve the Company without being compensated, the Company decided to change direction            and enter the oil and gas sector when the Company came across an opportunity to enter            into oil and gas farm out agreements with James Fitzsimons.

 

On September 20, 2007, the Company entered into three (3) separate oil            and gas farm out agreements (“Agreements”) with James Fitzsimons. The            Agreements represent leasehold properties totaling approximately 980 gross acres            located in Okfuskee County, Oklahoma. Pursuant to the terms of the Agreements, the            Company acquired the right to earn 22 oil and gas leases. The Company obtained the            right to earn each of the oil and gas leases in exchange for the Company agreeing to            begin to drill a test well in each region of the specific oil and/or gas lease on or            before certain specified dates through December 31, 2008, prepare specified reports and            conduct certain production tests. In connection with the Company’s completion of            the Agreements, James Fitzsimons became a director on September 20, 2007. Also on            September 20, 2007, Mr. Fitzsimons purchased 4,450,000 of the Company’s shares            from certain stockholders, resulting in him owning approximately 84.5% of the            Company’s issued and outstanding common stock, for $454,000 and his agreement to            enter into the farm out agreements with the Company.

             

On October 19, 2007, the Company filed a certificate of amendment to its            certificate of incorporation changing the Company’s name to “Petrocorp            Inc.” and effected a five for one forward stock split which increased the            authorized common stock to 100,000,000 at $0.0001 par value. The number of shares of            preferred stock, par value $0.0001 per share which the Registrant is authorized to            issue has not been changed by the Amendment. All references to share and per share data            in the accompanying unaudited financial statements and related notes have been adjusted            retroactively to reflect the forward stock split.

             

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

*Basis of Presentation*

 

The accompanying unaudited financial statements and related notes have            been prepared in accordance with accounting principles generally accepted in the United            States of America (U.S. GAAP)

 

8

 

----

for            interim financial information and with the rules and regulations of the Securities and            Exchange Commission for Form 10-QSB. Accordingly, they do not include all of the            information and footnotes required by accounting principles generally accepted in the            United States of America for complete financial statements. In the opinion of            management, all adjustments (consisting of normal recurring accruals) considered            necessary for a fair presentation of the financial position, results of operations and            cash flows for the interim periods have been included. These financial statements            should be read in conjunction with the financial statements of the Company for the year            ended December 31, 2006 and notes thereto contained in Form SB-2 as filed with the            United States Securities and Exchange Commission (“SEC”) on April 10, 2007,            which was declared effective on May 10, 2007. Interim results are not necessarily            indicative of the results for a full year.

             

*Development stage company*

             

The Company is a development stage company as defined by Statement of            Financial Accounting Standards No. 7*“Accounting and            Reporting by Development Stage Enterprises”*(“SFAS No. 7”). The Company is still devoting substantially            all of its efforts on establishing the business and its planned principal operations            have not commenced. All losses accumulated since inception have been considered as part            of the Company’s development stage activities.

             

*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 reporting period. Actual results could differ from            those estimates. Due to the limited level of operations, the Company has not had to            make material assumptions or estimates other than the assumption that the Company is a            going concern.

             

*Cash equivalents*

             

The Company considers all highly liquid investments with a maturity of            three months or less when purchased to be cash equivalents.

             

*Property and equipment*

             

Property and equipment are recorded at cost. Expenditures for major            additions and betterments are capitalized. Maintenance and repairs are charged to            general and administrative expenses as incurred. Depreciation of property and equipment            is computed by the straight-line method (after taking into account their respective            estimated residual values) over the assets estimated useful lives ranging from five (5)            to seven (7) years. Leasehold improvements, if any, are amortized on a straight-line            basis over the term of the lease or the estimated useful life, whichever is shorter.            Upon sale or retirement of property and equipment, the related cost and accumulated            depreciation are removed from the accounts and any gain or loss is reflected in            operations.

             

*Impairment of long-lived assets*

             

9

 

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The Company follows Statement of Financial Accounting Standards            No. 144*“Accounting for the Impairment or Disposal            of Long-Lived Assets”*(“SFAS No. 144”)            for its long-lived assets. The Company’s long-lived assets, which include            property and equipment, are reviewed for impairment whenever events or changes in            circumstances indicate that the carrying amount of an asset may not be            recoverable.

 

The Company assesses the recoverability of its long-lived assets by            comparing the projected un-discounted net cash flows associated with the related            long-lived asset or group of long-lived assets over their remaining estimated useful            lives against their respective carrying amounts. Impairment, if any, is based on the            excess of the carrying amount over the fair value of those long-lived assets. Fair            value is generally determined using the long-lived asset’s expected future            discounted cash flows or market value, if readily determinable. If long-lived assets            are determined to be recoverable, but the newly determined remaining estimated useful            lives are shorter than originally estimated, the net book value of the long-lived            assets is depreciated over the newly determined remaining estimated useful lives. The            Company determined that there were $16,929 impairment charges on property and equipment            based on management’s evaluation for the nine month period ended September 30,            2007.

 

|   | *Fair value of financial instruments* |
|--------|---------------------------------------|

 

The fair value of a financial instrument is the amount at which the            instrument could be exchanged in a current transaction between willing            parties. The carrying amounts of financial assets and liabilities, such as cash,            due to stockholder, note payable to stockholder and accrued expenses, approximate their            fair values because of the short maturity of these instruments and market rates of            interest.

 

|   | *Revenue recognition* |
|--------|-----------------------|

 

The Company will recognize revenue when the service is rendered, the            amount earned is fully determinable and realizable, and collectability is reasonably            assured.

 

|   | *Income Taxes* |
|--------|----------------|

 

The Company accounts for income taxes under Statement of Financial            Accounting Standards No. 109*“Accounting for Income            Taxes”*(“SFAS No. 109”). Deferred income            tax assets and liabilities are determined based upon differences between the financial            reporting and tax bases of assets and liabilities and are measured using the enacted            tax rates and laws that will be in effect when the differences are expected to reverse.            Deferred tax assets are reduced by a valuation allowance to the extent management            concludes it is more likely than not that the assets will not be realized. Deferred tax            assets and liabilities are measured using enacted tax rates expected to apply to            taxable income in the years in which those temporary 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 the statements of operations in the period that includes the            enactment date.

             

*Net loss per common share*

             

Net loss per common share is computed pursuant to Statement of Financial            Accounting Standards No. 128*“Earnings Per            Share”*(“SFAS No. 128”). Basic net loss per            common share is computed by dividing net loss by the weighted average number of shares            of common stock outstanding during the

 

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period. Diluted net loss per common share is computed by dividing net            loss by the weighted average number of shares of common stock and potentially            outstanding shares of common stock during each period. There were no potentially            dilutive shares outstanding as of September 30, 2007.

             

*Recently issued accounting pronouncements*

             

In July 2006, the Financial Accounting Standards Board            (“FASB”) issued FASB Interpretation Number 48*“Accounting for Uncertainty in Income Taxes, an Interpretation            of FASB Statement No. 109”*(“FIN 48”). FIN            48 prescribes a recognition threshold and measurement attribute for the financial            statement recognition and measurement of a tax position taken in a tax return. The            Company must determine whether it is “more-likely-than-not” that a tax            position will be sustained upon examination, including resolution of any related            appeals or litigation processes, based on the technical merits of the position. Once it            is determined that a position meets the more-likely-than-not recognition threshold, the            position is measured to determine the amount of benefit to recognize in the financial            statements. FIN 48 applies to all tax positions related to income taxes subject to FASB            Statement No. 109*“Accounting for Income            Taxes”.*The interpretation clearly scopes out income            tax positions related to FASB Statement No. 5*“Accounting for Contingencies”.*The Company will adopt the provisions of this statement on July 1, 2007.            The cumulative effect of applying the provisions of FIN 48, if any, will be reported as            an adjustment to the opening balance of retained earnings on July 1, 2007. The Company            does not anticipate that the adoption of this statement will have a material effect on            the Company’s financial condition and results of operations.

             

On September 15, 2006, the FASB issued FASB Statement No. 157*“Fair Value Measurements”*(“SFAS No. 157”).  SFAS No. 157 defines fair            value, establishes a framework for measuring fair value and expands disclosures about            fair value measurements.  SFAS No. 157 is effective as of the beginning of            the first fiscal year beginning after November 15, 2007.  The Company does            not anticipate that the adoption of this statement will have a material effect on the            Company’s financial condition and results of operations.

             

In September 2006, the FASB issued FASB Statement No.            158*“Employers’ Accounting for Defined Benefit            Pension and Other Postretirement Plans, an amendment of FASB Statements No 87, 88, 106            and 132(R)”*(“SFAS No.            158”)*.*SFAS No. 158 requires            the recognition of the overfunded or underfunded status of a defined benefit            postretirement plan as an asset or liability in the statement of financial position and            the recognition of changes in that funded status in the year in which the changes occur            through comprehensive income. SFAS No. 158 also requires the measurement of the funded            status of a plan as of the date of the year-end statement of financial position. The            Company does not anticipate that the adoption of this statement will have a material            effect on the Company’s financial condition and results of operations.

             

On February 15, 2007, the FASB issued FASB Statement No.            159*“The Fair Value Option for Financial Assets and            Financial Liabilities: Including an amendment of FASB Statement No.            115”*(SFAS No. 159). SFAS No. 159 permits all entities            to elect to measure many financial instruments and certain other items at fair value            with changes in fair value reported in earnings. SFAS No. 159 is effective as of the            beginning of the first fiscal year that begins after November 15, 2007, with earlier            adoption permitted. The Company does not anticipate that the adoption of this statement            will have a material effect on the Company’s financial condition and results of            operations.

             

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Management does not believe that any other recently issued, but not yet            effective accounting pronouncements, if adopted, would have a material effect on the            accompanying financial statements.

             

**NOTE 3 – DEVELOPMENT STAGE ACTIVITIES AND GOING            CONCERN**

 

The Company is currently in the development stage. The Company intended            to enter the teleconferencing business by offering a value added service; however, the            Company has not acquired the necessary equipment or begun operations. Its activities as            of September 30, 2007 have been organizational and developmental            (pre-operational).

 

As reflected in the accompanying financial statements, the Company had a            deficit accumulated during the development stage of $59,764 at September 30, 2007 and            had a net loss and cash used in operations of $32,367 and $31,196, respectively, for            the nine months ended September 30, 2007 with no revenue since inception.

             

While the Company is attempting to generate revenues, the            Company’s cash position may not be significant enough to support the            Company’s daily operations. Management intends to raise additional funds by way            of a public or private offering. Management believes that the actions presently being            taken to further implement its business plan and generate revenues provide the            opportunity for the Company to continue as a going concern. While the Company believes            in the viability of its strategy to increase revenues and in its ability to raise            additional funds, there can be no assurances to that effect. The ability of the Company            to continue as a going concern is dependent upon the Company’s ability to further            implement its business plan and generate revenues. The financial statements do not            include any adjustments that might be necessary if the Company is unable to continue as            a going concern.

             

**NOTE 4 – PROPERTY AND EQUIPMENT**

 

|   | At September 30, 2007, property and equipment consisted                            of the following: |
|--------|------------------------------------------------------------------------------------------------------|

 

|                               |   |   |    |    |
|------------------------------------|--------|--------|---------|---------|
| Telecommunication equipment        |   | $      | 18,000  |    |
| Less: Accumulated depreciation     |   |   | (1,071  | )  |
|                               |   |   | 16,929  |    |
| Less: Impairment of equipment (ii) |   |   | (16,929 | )       |
|                               |   |   |    |    |
|                               |   | $      | -       |    |

 

|   | *1.* | *Depreciation expense* |
|--------|------|------------------------|

             

Depreciation expense is included in the statements of operations. For            the nine months ended September 30, 2007, depreciation expense was $1,071.

 

|   | ***•*** | *Impairment of telecommunication                            equipment* |
|--------|--------------|------------------------------------------------------------------------|

             

On September 20, 2007, the Company decided to change the direction of            its efforts from telephonic conferencing services to the oil and gas sector when the            Company came across an opportunity to enter into oil and gas farm out agreements with            James Fitzsimons. The

             

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Company determined that there was $16,929 of impairment charges on            equipment based on management’s evaluation for the nine month period ended            September 30, 2007.

             

**NOTE 5 – NOTE PAYABLE - STOCKHOLDER**

 

Note payable – stockholder is unsecured, non-interest bearing, and            payable on demand.

**NOTE            6 – STOCKHOLDERS’ EQUITY**

The Company was incorporated on June 19, 2006. On September 30, 2006 the            Company issued 5,000,000 shares of its common stock to its founders at par value of            $0.0001 per share. For the period from July 1, 2006 through December 31, 2006, the            Company sold 150,000 shares of its common stock in a private placement at $0.20 per            share to 16 individuals. For the period from January 1, 2007 through September 30,            2007, the Company sold 120,000 shares of its common stock at $0.20 per share for            $24,000 to 24 individuals.

 

**NOTE            7 – RELATED PARTY TRANSACTION**

 

The Company has been provided office space by its Chief Executive            Officer at no cost.

 

**ITEM            2. Management's Discussion and Analysis or Plan of Operation**

 

**(1)            Caution Regarding Forward-Looking Information**

 

This quarterly report contains certain forward-looking statements and            information relating to the Company that are based on the beliefs of the Company or            management as well as assumptions made by and information currently available to the            Company or management. When used in this document, the words "anticipate," "believe,"            "estimate," "expect" and "intend" and similar expressions, as they relate to the            Company or its management, are intended to identify forward-looking statements. Such            statements reflect the current view of the Company regarding future events and are            subject to certain risks, uncertainties and assumptions, including the risks and            uncertainties noted. Should one or more of these risks or uncertainties materialize, or            should underlying assumptions prove incorrect, actual results may vary materially from            those described herein as anticipated, believed, estimated, expected or intended. In            each instance, forward-looking information should be considered in light of the            accompanying meaningful cautionary statements herein.

 

|   | We were organized in June 2006 and our business had not                            become operational or |
|--------|----------------------------------------------------------------------------------------------------------|

recognized any revenue through September 30, 2007. The Company’s            activities to that date had involved raising capital and seeking to become a fully            reporting public company quoted on the NASDAQ Over the Counter Bulletin Board based on            management’s belief that achieving that goal would enable it to raise significant            additional capital required to make the Company’s planned business of providing            enhanced conference calling services operational. On September 20, 2007, the Company            acquired the right to earn 22 oil and gas leases pursuant to farm-out agreements which            require the Company to begin to drill certain oil and/or gas wells before certain            specified date prior to December 31, 2008 .

 

**(2)            Results of Operations**

 

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For the            quarter ended September 30, 2007 the company had $0 of revenues and a loss of $2,488.            The loss was the result of the payment of $2,488 in fees and expenses during the            period.

 

**Liquidity**

 

The            Company had $350,336 of available cash as of September 30, 2007. Included in cash are            $350,000 of proceeds from a loan made to the Company by its majority shareholder, James            Fitzsimons, in the amount of $350,000. The proceeds of this loan are sufficient to fund            the Company’s initial obligations under the farm-out agreements..

 

**Recent Accounting Pronouncements**

 

No new            pronouncement issued by the Financial Accounting Standards Board, the American            Institute of Certified Public Accountants or the Securities and Exchange Commission is            expected to have a material impact on the Company’s financial position or            reported results of operations.

 

**ITEM            3. Controls and Procedures**

 

**Evaluation of Disclosure Controls and Procedures**

 

Our            management (consisting of 2 persons) conducted an evaluation of our "disclosure            controls and procedures" (as defined in the General Rules and Regulations under the            Securities Exchange Act of 1934 at Rules 13a-15 and 15d-15). Based on management's            evaluation, it was concluded that as of the Evaluation Date, our disclosure controls            and procedures are effective to ensure that all material information required to be            filed in this Quarterly Report on Form 10-QSB has been made known to him in a timely            fashion.

 

There            have been no significant changes (including corrective actions with regard to            significant deficiencies or material weaknesses) in our internal controls or in other            factors that could significantly affect these controls subsequent to the Evaluation            Date set forth above.

 

**ITEM            4 - Submission of Matters to a Vote of Security Holders**

 

The            Company has held no regularly scheduled, called or special meetings of shareholders            during the reporting period.

 

**ITEM            5. Other Information**

 

None.

 

**PART            II. OTHER INFORMATION**

 

ITEM 1.            Legal Proceedings: None

 

ITEM 2.            Unregistered Sale of Equity Securities and Use of Proceeds

|   | a. | None |
|--------|----|------|

|   | b. | Not Applicable. |
|--------|----|-----------------|

 

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|   | c. | There were no Company repurchases of equity securities                            during |
|--------|----|------------------------------------------------------------------------------------------|

|   | the period covered by this Form 10-QSB. |
|--------|-----------------------------------------|

 

ITEM 3.            Defaults Upon Senior Securities: None

 

ITEM 4.            Submission of Matters to a Vote of Shareholders:

None.

 

Item 5.            Other Information: None

 

Item 6.            Exhibits and Reports on Form 8-K

 

EXHIBITS

| 31.1 | Sec. 302 Certification of Principal Executive Officer                            and Principal Financial Officer |
|------|------------------------------------------------------------------------------------------------------------------|

 

| 32.1 | Sec 906 Certification of Principal Executive Officer and                            Principal Financial Officer |
|------|-----------------------------------------------------------------------------------------------------------------|

 

REPORTS            ON FORM 8-K

The Company filed a Current report on Form 8-K, dated September 20,            2007, relating, among other things, to the acquisition of its shares by James            Fitzsimons and the commencement of its oil and gas exploration business.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934,            the Registrant has duly caused this report to be signed on its behalf by the            undersigned thereunto duly authorized.

 

| Dated: | November 13, 2007 |
|--------|-------------------|

Santa            Barbara, California

 

GD            Conference Center, Inc.

(Registrant)

/s/            Peter Destler

------------------------------------------

Peter            Destler, President

 

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