|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

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|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                  | **FORM 10-Q**

                                                                 |   |   |
| (Mark One)                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                  |                                                                                 |   |   |
| xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                  | OR

                                                                            |   |   |
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934 For the transition period from __________ to ___________

                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                  | **Commission File Number 333-141993**

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                  | **PETROCORP INC.**

(Name of small business issuer in its charter)                   |   |   |
| **Delaware**

                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                  | **20-5134664**

                                                                |
| (State or Other Jurisdiction of

Incorporation or Organization)                                                                                                                                                                                                                                                                                                                                                                                                      | (I.R.S. Employer Identification No.)                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **1065 Dobbs Ferry Road**

**White Plains, New York 10607**

(Address of Principal Executive Offices) |                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                  |  

**(914) 674-4373**

(Issuer's Telephone Number, Including Area Code)

  |   |   |
|  

Check whether the issuer (1) 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. YESxNO o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NOx

  |
| State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,670,000 shares of common stock, par value $.0001 per share, as of April 30, 2008.

 

Transitional Small Business Disclosure Format (Check one). YES o NOx

 

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1

 

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**PETROCORP INC.**

**REPORT ON FORM 10-Q**

**FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008**

 

**CONTENTS**

 

| PART I – FINANCIAL INFORMATION                                           |   | 3  |
|--------------------------------------------------------------------------------|--------|----|
| Item 1 – Financial Statements                                            |   | 3  |
| Item 2 – Management’s Discussion and Analysis or Plan of Operation |   | 7  |
| Item 3 – Controls and Procedures                                         |   | 7  |
| PART II – OTHER INFORMATION                                              |   | 11 |
| Item 1 – Legal Proceedings                                               |   | 11 |
| Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds           |   | 11 |
| Item 3 – Defaults Upon Senior Securities                                 |   | 11 |
| Item 4 – Submission of Matters to a Vote of Security Holders             |   | 11 |
| Item 5 – Other Information                                               |   | 11 |
| Item 6 – Exhibits                                                        |   | 11 |

 

 

 

 

2

 

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**PART I – FINANCIAL INFORMATION**

**Item 1 – Financial Statements**

 

**PETROCORP INC.**

**(An Exploration Stage Company)**

 

**Consolidated Balance Sheets**

 

      

| **ASSETS**                                                          |
|---------------------------------------------------------------------|
|                                                                |   |   |   |   |   |   |
|                                                                |   | March 31, |   | December 31, |
|                                                                |   | 2008 |   | 2007 |
|                                                                |   | (Unaudited) |   |   |
| Current assets:                                                     |   |   |   |   |   |   |
| Cash                                                                |   | $ | 1,753,174 |   | $ | 827,755 |
|                                                                |   |   |   |   |   |   |
| Undeveloped oil and gas properties                                  |   |   | 448,926 |   |   | 385,286 |
|                                                                |   |   |   |   |   |   |
| Total assets                                                        |   | $ | 2,202,100 |   | $ | 1,213,041 |
|                                                                |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                      |
|                                                                |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |
| Current liabilities:                                                |   |   |   |   |   |   |
| Accrued expenses                                                    |   | $ | 43,931 |   | $ | 18,886 |
| State of Alaska payable                                             |   |   | 279,500 |   |   | 279,500 |
| Notes to an officer/stockholder                                     |   |   | 440,000 |   |   | 440,000 |
|                                                                |   |   | 763,431 |   |   | 738,386 |
|                                                                |   |   |   |   |   |   |
| Stockholders’ equity:                                         |   |   |   |   |   |   |
| Preferred stock; $.0001 par value; 1,000,000 shares                 |   |   |   |   |   |   |
| authorized; shares issued or outstanding - none                     |   |   | -- |   |   | -- |
| Common stock; $.0001 par value; 100,000,000 shares authorized;      |   |   |   |   |   |   |
| 5,670,000 and 5,470,000 shares issued and outstanding, respectively |   |   | 567 |   |   | 547 |
| Additional paid-in capital                                          |   |   | 1,599,173 |   |   | 562,629 |
| Deficit accumulated during exploration stage                        |   |   | (161,071) |   |   | (88,521) |
|                                                                |   |   | 1,438,669 |   |   | 474,655 |
|                                                                |   |   |   |   |   |   |
| Total liabilities and stockholders’ equity                    |   | $ | 2,202,100 |   | $ | 1,213,041 |

 

See notes to the consolidated financial statements.

 

3

 

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**PETROCORP INC.**

**(An Exploration Stage Company)**

 

**Consolidated Statements of Operations**

 

      

|                                          |   |               |      |           |   |      |   | June 19, 2006 |
|-----------------------------------------------|--------|--------------------|-----------|----------------|--------|-----------|--------|---------------|
|                                          |   | Three Months Ended |      | (Inception) to |
|                                          |   | March 31,          |      | March 31,      |
|                                          |   | 2008               |      | 2007           |   | 2008      |
|                                          |   |               |      |           |   |      |   |          |   |
| Costs and expenses:                           |   |               |      |           |   |      |   |          |   |
| General and administrative                    |   | $                  | 60,236    |           | $      | 9,668     |   | $             | 123,081 |
| Depreciation                                  |   |               |      |           |   |      |   |          | 1,071 |
| Impairment of equipment                       |   |               |      |           |   |      |   |          | 16,929 |
| Interest                                      |   |               | 6,564     |           |   |      |   |          | 12,640 |
| Franchise taxes                               |   |               | 5,750     |           |   |      |   |          | 7,350 |
| Net loss applicable to common shareholders    |   | $                  | (72,550)  |           | $      | (9,668)   |   | $             | (161,071) |
|                                          |   |               |      |           |   |      |   |          |   |
| Net loss per common share - basic and diluted |   | $                  | (.01)     |           | $      | (.00)     |   |          |   |
|                                          |   |               |      |           |   |      |   |          |   |
| Weighted average number of common             |   |               |      |           |   |      |   |          |   |
| shares outstanding - basic and diluted        |   |               | 5,503,333 |           |   | 5,211,385 |   |          |   |

 

 

See notes to the consolidated financial statements.

 

4

 

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**PETROCORP INC.**

**(An Exploration Stage Company)**

 

**Consolidated Statements of Cash Flows**

 

|                                                |   |               |      |           |   |     |   | June19, 2006 |
|-----------------------------------------------------|--------|--------------------|-----------|----------------|--------|----------|--------|--------------|
|                                                |   | Three Months Ended |      | (Inception) to |
|                                                |   | March 31,          |      | March 31,      |
|                                                |   | 2008               |      | 2007           |   | 2008     |
|                                                |   |               |      |           |   |     |   |         |   |
| Cash flows from operating activities:               |   |               |      |           |   |     |   |         |   |
| Net loss                                            |   | $                  | (72,550)  |           | $      | (9,668)  |   | $            | (161,071) |
| Adjustments to reconcile net loss to net cash       |   |               |      |           |   |     |   |         |   |
| (used in) provided by operating activities:         |   |               |      |           |   |     |   |         |   |
| Capital contribution                                |   |               |      |           |   |     |   |         | 3,000 |
| Depreciation                                        |   |               |      |           |   | 429      |   |         | 1,071 |
| Impairment of equipment                             |   |               |      |           |   |     |   |         | 16,929 |
| Interest contribution                               |   |               | 6,564     |           |   |     |   |         | 12,640 |
| Salary contribution                                 |   |               | 30,000    |           |   |     |   |         | 30,000 |
| Changes in operating assets and liabilities:        |   |               |      |           |   |     |   |         |   |
| Accrued expenses                                    |   |               | 25,045    |           |   | (13,329) |   |         | 43,931 |
| State of Alaska payable                             |   |               |      |           |   |     |   |         | 279,500 |
| Net cash (used in) provided by operating activities |   |               | (10,941)  |           |   | (22,568) |   |         | 226,000 |
|                                                |   |               |      |           |   |     |   |         |   |
| Cash flows from investing activities:               |   |               |      |           |   |     |   |         |   |
| Purchase of undeveloped oil and gas properties      |   |               | (63,640)  |           |   |     |   |         | (448,926) |
| Purchase of equipment                               |   |               |      |           |   | (18,000) |   |         | (18,000) |
| Net cash (used in) investing activities             |   |               | (63,640)  |           |   | (18,000) |   |         | (466,926) |
|                                                |   |               |      |           |   |     |   |         |   |
| Cash flows from financing activities:               |   |               |      |           |   |     |   |         |   |
| Notes to an officer/stockholder                     |   |               |      |           |   |     |   |         | 440,000 |
| Proceeds from sale of common stock                  |   |               | 1,000,000 |           |   | 24,000   |   |         | 1,554,100 |
| Net cash provided by financing activities           |   |               | 1,000,000 |           |   | 24,000   |   |         | 1,994,100 |
|                                                |   |               |      |           |   |     |   |         |   |
| Net increase (decrease) in cash                     |   |               | 925,419   |           |   | (16,568) |   |         | 1,753,174 |
| Cash at beginning of period                         |   |               | 827,755   |           |   | 22,532   |   |         | -- |
| Cash at end of period                               |   | $                  | 1,753,174 |           | $      | 5,964    |   | $            | 1,753,174 |

|                                              |                                                                     |                                       |   |                                       |                           |   |   |                      |                                                                     |
|---------------------------------------------------|--------------------------------------------------------------------------|--------------------------------------------|--------|--------------------------------------------|--------------------------------|--------|--------|---------------------------|--------------------------------------------------------------------------|
| Supplemental disclosure of cash flow information: |                                                                     |                                       |   |                                       |                           |   |   |                      |                                                                     |
| Cash paid for interest                            |              |         |   |         |       |   |   | $     |   --                                                                |
| Cash paid for taxes                               |                                                                     |                                       |   |                                       |                           |   |   | $                         | --                                                                       |
| Supplemental disclosure of noncash investing and  |                                                                     |                                       |   |                                       |                           |   |   |                      |                                                                     |
| financing activities:                             |                                                                     |                                       |   |                                       |                           |   |   |                      |                                                                     |
| Capital contribution                              |                                                                     |                                       |   |                                       |                           |   |   | $                         |             3,000 |
| Interest contribution                             |                                                                     | $                 | 6,564  |                                       |                           |   |   | $                         | 12,640                                                                   |
| Salary contribution                               |                                                                     | $                                          | 30,000 |                                       |                           |   |   | $                         | 30,000                                                                   |

 

 

See notes to the consolidated financial statements.

 

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**PETROCORP INC.**

**(An Exploration Stage Company)**

**Notes to the Consolidated Financial Statements**

**(Unaudited)**

**1. Basis of Presentation**

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally            accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. 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. These financial statements should be read in conjunction with the financial statements of the            Company for the year ended December 31, 2007 and notes thereto contained in the Report on Form 10-KSB of the Company as filed with the United States Securities and Exchange Commission (the “SEC”) on April 11, 2008.

 

**2. Exploration Stage Company**

 

The Company is an exploration stage company as defined by SFAS No 7 “*Accounting and Reporting by Development Stage Enterprises”*. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not yet commenced. All losses since inception have been considered part of the            Company’s exploration stage activities.

 

**3. Notes to an Officer/Stockholder**

 

The Company has two unsecured, non-interest bearing notes payable on demand totaling $440,000 with its President and major stockholder James Fitzsimons. Interest expense of $6,564 was computed at an implied rate of 6% and this amount was recorded as a capital contribution by the Company.

 

**4. Common Stock**

 

On March 18, 2008, the Company sold 200,000 shares of its common stock to one investor at $5.00 per share (an aggregate of $1,000,000).

 

 

See notes to the consolidated financial statements.

 

6

 

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**Item 2 – Management’s Discussion and Analysis or Plan of Operation**

 

References to “Company”, “we” or “us” refer to Petrocorp Inc., unless the context requires otherwise.

 

Forward Looking Statements

 

The following is provided to supplement, and should be read in conjunction with, our financial statements and the accompanying notes included in our Form 10-KSB as of December 31, 2007. This report contains forward-looking statements and information relating to us that is based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When            used in this report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others:

 

|   | ● | the quality of our properties with regard to, among other things, the existence of reserves in economic quantities; |
|--------|---------|---------------------------------------------------------------------------------------------------------------------|
|   | ● | uncertainties about the estimates of reserves;                                                                      |

 

|   | ● | our ability to increase our production and oil and natural gas income through exploration and development; |
|--------|---------|------------------------------------------------------------------------------------------------------------|
|   | ● | the number of well locations to be drilled and the time frame within which they will be drilled;           |

 

|   | ● | the timing and extent of changes in commodity prices for natural gas and crude oil; |
|--------|---------|-------------------------------------------------------------------------------------|
|   | ● | domestic demand for oil and natural gas;                                            |

 

|   | ● | drilling and operating risks;                                                      |
|--------|---------|------------------------------------------------------------------------------------|
|   | ● | the availability of equipment, such as drilling rigs and transportation pipelines; |

 

|   | ● | changes in our drilling plans and related budgets;                                                                              |
|--------|---------|---------------------------------------------------------------------------------------------------------------------------------|
|   | ● | the adequacy of our capital resources and liquidity including, but not limited to, access to additional borrowing capacity; and |

 

|   | ● | risks and uncertainties described in the Risk Factors section or elsewhere in our Annual Report on Form 10-KSB. |
|--------|---------|-----------------------------------------------------------------------------------------------------------------|

 

Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

 

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of            such factors, nor can it assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

 

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Business Overview

 

Petrocorp Inc. (formerly GD Conference Center, Inc.), was incorporated on June 19, 2006 under the laws of the State of Delaware. Prior to September 2007, the Company’s business model provided telephonic conferencing services to businesses, organizations and individuals in North America. Due to capital constraints and because its executives could no longer serve the Company without compensation,            the Company decided to change its business directions.

 

On September 20, 2007, the Company entered into three separate oil and gas farm out agreements with James Fitzsimons. On October 25, 2007, Union Energy (Alaska) LLC (“UEA”), a wholly owned subsidiary, was the winning bidder for tracts 254, 258 and 259 in the North Slope Areawide 2007 Competitive Oil and Gas Lease Sale. UEA bid $449,971.20 for the three 5,760 acre tracts and paid deposits            with its winning bids totaling $90,000 to the State of Alaska. On February 27, 2008, UEA was the winning bidder for tracts 922, 923, 927, 988, 989, 990, 991, 992 and 925 in the State of Alaska North Slope Foothills Areawide 2008 oil and gas lease sale. UEA bid $269,568 for the nine 5,760 acre tracts and paid deposits with its winning bids totaling $54,000 to the State of Alaska.

 

We are an exploration stage Company engaged in the acquisition, exploration and, if warranted, development of prospective oil and gas properties. Our office is located at 1065 Dobbs Ferry Road, White Plains, NY 10607 and our telephone number is (914) 674-4373. Our web-site address is http://petrocorp.us.

 

Plan of Operation

 

Our plan of operation is to conduct exploration work on each of our current and future properties in order to ascertain whether any of them possess commercially exploitable quantities of oil and gas reserves. There is no assurance that a commercially viable oil and gas reserve exists on any of our current and future properties, and a great deal of further exploration will be required before a final            evaluation as to the economic feasibility for our future exploration is determined. To date, we do not know if any economically viable oil and gas reserves exist on any of our current or future properties and there is no assurance that we will discover any.

 

|   | Oklahoma |
|--------|----------|

 

The Oklahoma leases are near oil and gas fields with proved developed production and within the general area of the "Woodford shale play," however, the Company has not yet conducted detailed geological mapping of the leases and does not make any representations as to their future production, if any.

 

Each Oklahoma farm out agreement contains the following principal terms:

 

|   | **•** | We must commence drilling an oil and gas test well on any legal location within any drilling and spacing unit established by the Oklahoma Corporation Commission which includes all or part of the leasehold acreage that is the subject of each farm out agreement by December 31, 2008. If we do not drill a test well by the deadline date indicated, we                            forfeit our farm out interest in the leased land. There is no other penalty if we fail to drill such a well; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | We must drill each test well and conduct due diligence in a workmanlike manner to a depth sufficient to thoroughly test common sources of supply defined within any established drilling and spacing unit; and, |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | Upon completion of the test well, James Fitzsimons shall execute an assignment of the leasehold |
|--------|------------|-------------------------------------------------------------------------------------------------|

 

8

 

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acreage that is subject to the farm out agreement for the portion of the lease included in the drilling and spacing unit, retaining the difference between the base royalty and 75%, delivering to us a 75% net revenue interest.

 

All of the farm out agreements, which have been filed as exhibits to our current report, dated September 20, 2007, were prepared using an industry standard Form 635. A schedule of the oil and gas lease agreements is attached as an exhibit to each of the farm out agreements. The underlying lease agreement terms all provide time for the drilling of the oil and gas test wells indicated in the farm out            agreements.

 

In Oklahoma we have retained Keith Summar (a member of the American Association of Petroleum Geologists) as a consultant to assist us in our operations pursuant to an agreement that requires him to devote 65 hours a month to our affairs.

 

|   | Alaska |
|--------|--------|

 

The Alaska leases are in areas which the Company believes, based upon current available geological data and maps within the public domain, are promising for gas production although the Company does not make any representations as to their future production, if any. Furthermore, any gas recovered from our Alaska leases will not be salable unless or until a proposed North Slope gas pipeline is            completed.

 

On October 25, 2007, Union Energy (Alaska) LLC (“UEA”), a wholly owned subsidiary, was the winning bidder for tracts 254, 258 and 259 in the North Slope Areawide 2007 Competitive Oil and Gas Lease Sale. UEA bid $449,971.20 for the three 5,760 acre tracts and paid deposits with its winning bids totaling $90,000 to the State of Alaska. Based upon current available land title information, the            Company estimates these tracts, covering approximately 17,280 gross acres, contain 14,807.41 net leaseable acres and that additional payments to the State of Alaska, in an amount yet to be determined, will be approximately $279,500. These leases, when issued, will be for a term of seven years and will be subject to a 12.5% royalty interest in favor of the State of Alaska, and such other limitations as a complete title search reveals.

 

The tracts acquired by UEA, designated as 254, 258 and 259, are contiguous and are believed by the Company, based upon current available geological data and maps within the public domain, to contain the Kavik gas field, discovered in 1969, which has been evaluated in detail by the U.S. Department of the Interior, U.S Geological Survey ("USGS"). While the USGS evaluation is encouraging, the Company can            not assure that gas in commercial paying quantities will be recovered.

 

On February 27, 2008, UEA was the winning bidder for tracts 922, 923, 927, 988, 989, 990, 991, 992 and 925 in the State of Alaska North Slope Foothills Areawide 2008 oil and gas lease sale. UEA bid $269,568 for the nine 5,760 acre tracts and paid deposits with its winning bids totaling $54,000 to the State of Alaska. Based upon current available land title information, the Company estimates that these            tracts, covering approximately 51,840 gross acres, contain approximately 9,600 net leaseable acres and that the additional payment to the State of Alaska, in an amount yet to be determined, will be zero.

 

These leases, when issued, will be for a term of 10 years and will be subject to a 12.5% royalty interest in favor of the State of Alaska and such other limitations as a complete title search reveals. Tracts 922, 923, 927, 988, 989, 990, 991, 992 and 925 are contiguous and are believed by the Company, based upon current available geological data and maps within the public domain, to contain the East            Kurupa gas field, discovered by Texaco in 1976. The USGS has been studying the potential for unconventional over-pressured, continuous gas deposits in the Colville basin that contains the Kurupa accumulation and is now interpreting the East Kurupa well to have encountered a thick section of over-pressured gas in Brookian strata. The Company intends to conduct a detailed geological evaluation of the Kurupa

 

9

 

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anticline, acquiring seismic data where available. While these indications are favorable, the Company can not assure that gas in commercial paying quantities will be recovered.

 

In relation to Alaska we have retained Frontier Land Inc. (an established land firm and a member of the American Association of Professional Landmen) to conduct negotiations with other leaseholders in respect of their acreage and to acquire other land interests within the vicinity of various tracts.

 

Results of Operations

 

During the quarter ended March 31, 2008, we incurred a net loss of $72,550 compared to a net loss of $9,668 during the quarter ended March 31, 2007. During the 2008 quarter, the Company paid compensation to its President of $30,000 which was recorded as a capital contribution by the Company and professional fees of $25,600, which related primarily to the development of the Company’s business            plan and costs associated with being a public company, as compared to $-0- for the 2007 quarter. Also during the 2008 quarter, the Company paid general and administrative expenses of $10,386, which included rent, telephone and other office costs, as compared to $9,668 for the 2007 quarter. Interest expense of $6,574 was computed at an implied rate of 6% and this amount was recorded as a capital contribution by the Company during the quarter ended March 31, 2008.

 

Liquidity and Capital Resources

 

Our Company's principal cash requirements are for exploration expenses which we anticipate will rise as we proceed to determine the feasibility of developing our current or future property interests. As of March 31, 2008, we had cash of $1,753,174 and working capital of $989,743. Our net cash provided by financing activities during the period from our inception to March 31, 2008 was            $1,994,100.

 

In March 2008 we raised $1,000,000 from the sale of 200,000 shares of our common stock at $5.00 per share. These sales were to unaffiliated parties, completed pursuant to the exemption from registration under the Securities Act of 1933, as amended, by Regulation S issued thereunder.

 

Critical Accounting Policies

Financial Reporting Release No. 60 of the SEC encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of the financial statements. There are no current revenue generating activities that give rise to significant assumptions or estimates. Our most critical accounting policies relate to the accounting and disclosure of related party            transactions. Our financial statements filed as part of our December 31, 2007 Annual Report include a summary of the significant accounting policies and methods used in the preparation of our financial statements.

 

Off-Balance Sheet Arrangements

 

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

 

**Item 3. Controls and Procedures**

 

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Financial Officer and President, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required            to be

 

10

 

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disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our principal executive and principal financial officers, or            persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of March 31, 2008, our disclosure controls and procedures are effective to satisfy the objectives for which they are intended.

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal quarter covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

 

**PART II – OTHER INFORMATION**

 

**Item 1 – Legal Proceedings**

 

The Company is not currently party to any legal proceedings.

 

**Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds**

 

On March 18, 2008, the Company sold 200,000 shares of its common stock (the “Shares”) to one investor at $5.00 per share (an aggregate of $1,000,000). The Shares were sold in a transaction exempt from registration under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Shares are not registered under the Securities Act or any state securities            laws and, unless so registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The purchaser of the Shares represented that it was acquiring the Shares for its own account, for investment, and that the purchaser was not a US Person within the meaning of Regulation S. The Company has no obligation to register the resale of the Shares under the Securities Act. The            proceeds from the sale of the Shares will be used for working capital purposes.

 

**Item 3 – Defaults Upon Senior Securities**

 

None.

 

**Item 4 – Submission of Matters to a Vote of Security Holders**

 

None.

 

**Item 5 – Other Information**

 

None.

 

**Item 6 – Exhibits**

 

 

11

 

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| **Exhibit Number** | **Exhibit Description**                                                                                                                                                                                                                        |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                | Certificate of Incorporation - Incorporated by reference to like numbered exhibit to the Company’s Registration Statement on Form SB-2 File Number 333-141993.                                                                           |
| 3.2                | Bylaws - Incorporated by reference to like numbered exhibit to the Company’s Registration Statement on Form SB-2 File Number 333-141993.                                                                                                 |
| 3.3                | Certificate of Amendment to Certificate of Incorporation - Incorporated by reference to like numbered exhibit to the Company’s Current Report on Form 8-K filed November 5, 2007.                                                        |
| 4.1                | Specimen Stock Certificate - Incorporated by reference to like numbered exhibit to the Company’s Annual Report on Form 10-KSB filed on April 11, 2008, File Number 333-141993.                                                           |
| 10.1               | Consulting Agreement, dated March 12, 2008, between the Company and Keith G. Summary - Incorporated by reference to like numbered exhibit to the Company’s Annual Report on Form 10-KSB filed on April 11, 2008, File Number 333-141993. |
| 21                 | Description of Subsidiaries.**                                                                                                                                                                                                                 |
| 31.1               | Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer and Principal Financial Officer.**                                                                                                                                   |
| 32.2               | Section 1350 Certification by the Principal Executive Officer and Principal Financial Officer.**                                                                                                                                               |

 

** Filed herewith

 

 

12

 

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**SIGNATURE**

 

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|   | **PETROCORP INC.** |
|--------|--------------------|

 

 

| Date: May 10, 2008 | By: | /s/ James Fizsimons |
|--------------------|-----|---------------------|

|   | James Fitzsimons, President and CFO |
|--------|-------------------------------------|

 

 

 

13

 

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**Exhibit Index**

 

 

| **Exhibit Number** | **Exhibit Description**                                                                                                                                                                                                                        |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                | Certificate of Incorporation - Incorporated by reference to like numbered exhibit to the Company’s Registration Statement on Form SB-2 File Number 333-141993.                                                                           |
| 3.2                | Bylaws - Incorporated by reference to like numbered exhibit to the Company’s Registration Statement on Form SB-2 File Number 333-141993.                                                                                                 |
| 3.3                | Certificate of Amendment to Certificate of Incorporation - Incorporated by reference to like numbered exhibit to the Company’s Current Report on Form 8-K filed November 5, 2007.                                                        |
| 4.1                | Specimen Stock Certificate - Incorporated by reference to like numbered exhibit to the Company’s Annual Report on Form 10-KSB filed on April 11, 2008, File Number 333-141993.                                                           |
| 10.1               | Consulting Agreement, dated March 12, 2008, between the Company and Keith G. Summary - Incorporated by reference to like numbered exhibit to the Company’s Annual Report on Form 10-KSB filed on April 11, 2008, File Number 333-141993. |
| 21                 | Description of Subsidiaries.**                                                                                                                                                                                                                 |
| 31.1               | Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer and Principal Financial Officer.**                                                                                                                                   |
| 32.2               | Section 1350 Certification by the Principal Executive Officer and Principal Financial Officer.**                                                                                                                                               |

 

** Filed herewith

 

 

 

 

14