| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

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

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

  

                                                For the quarterly  period ended March 31, 2009

** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                                   | OR

** **                                                                            | ** ** | ** ** |
| o  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**

** **                                         | ** ** | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                                   | **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)

** ** | ** ** | ** ** |
|  

Indicate by check mark 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.  Yes x  No o

 

Indicate by check mark whether the registrant is a large  accelerated filer, an accelerated filer, a non-accelerated filer or a smaller  reporting company filer.  See the definitions of “large accelerated filer,” “accelerated  filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

          Large accelerated filer o  Accelerated filer o  Non-accelerated Filer o   Smaller reporting company x

 

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

** ** |
| State the number of shares outstanding of each of the  issuer’s classes of common equity, as of the latest practicable date: 22,680,000  shares of common stock, par value $.0001 per share, as of April 30, 2009. 

 

 

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                              |                                                                                           |  |  |  |  |  |

 

----

 

**PETROCORP INC.**

**REPORT ON FORM 10-Q**

**FOR THE QUARTERLY PERIODENDED MARCH 31, 2009**

 

 

| **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                                         |   | 11 |
| 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            |   | 12 |
|      Item 5 – Other Information                                               |   | 12 |
|      Item 6 – Exhibits                                                        |   | 12 |

 

 

 

2

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**PART I – FINANCIAL INFORMATION**

## Item 1 – FinancialStatements

** **

**PETROCORP INC.**

**(An Exploration Stage Company)**

**Consolidated Balance Sheets**

     

| **ASSETS**                                                                          |
|-------------------------------------------------------------------------------------|
|                                                                                |   |   |   |   |   |   |
|                                                                                |   |        March 31, |   |   December 31, |
|                                                                                |   |     2009 |   | 2008 |
|                                                                                |   |     (Unaudited) |   |   |
| Current  assets:                                                                    |   |   |   |   |   |   |
|      Cash                                                            |   | $ | 414,911 |   | $ | 556,035 |
|      Revenue receivables                                             |   |   | 8,278 |   |   | 33,962 |
|                                                                                |   |   | 423,189 |   |   | 589,997 |
|                                                                                |   |   |   |   |   |   |
| Oil  and gas properties (successful efforts method):                                |   |   |   |   |   |   |
|      Developed                                                       |   |   | 357,710 |   |   | 304,053 |
|      Undeveloped                                                     |   |   | 1,764,071 |   |   | 1,189,840 |
|                                                                                |   |   | 2,121,781 |   |       | 1,493,893 |
|                                                                                |   |   |   |   |   |   |
| Total  assets                                                                       |   | $ | 2,544,970 |   | $ | 2,083,890 |
| ** **                                                                          |   |   |   |   |   |   |
| ** **                                                                          |   |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                       |
| ** **                                                                          |   |   |   |   |   |   |
| ** **                                                                          |   |   |   |   |   |   |
| Current liabilities:                                                                |   |   |   |   |   |   |
|      Accrued expenses                                                |   | $ | 31,426 |   | $ | 71,317 |
|      Notes payable to majority stockholder                           |   |   | 1,344,433 |   |   | 734,058 |
|                                                                                |   |   | 1,375,859 |   |   | 805,375 |
|                                                                                |   |   |   |   |   |   |
| Stockholders’  equity:                                                         |   |   |   |   |   |   |
|      Preferred stock; $.0001 par value; 1,000,000 shares             |   |   |   |   |   |   |
|        authorized; none issued or outstanding              |   |   | -- |   |   | -- |
|      Common stock; $.0001 par value; 100,000,000 shares              |   |   |   |   |   |   |
|        authorized; 22,680,000 and 22,680,000 shares issued |   |   |   |   |   |   |
|        and outstanding, respectively                       |   |   | 2,268 |   |   | 2,268 |
|      Additional paid-in capital                                      |   |   | 1,752,283 |   |   | 1,711,182 |
|      Deficit accumulated during exploration stage                    |   |   | (585,440) |   |   | (434,935) |
|                                                                                |   |   | 1,169,111 |   |   | 1,278,515 |
| ** **                                                                          |   |   |   |   |   |   |
| Total  liabilities and stockholders’ equity                                    |   | $ | 2,544,970 |   | $ | 2,083,890 |

** **

See notes to the consolidated financial statements.

** **

** **

3

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******PETROCORP INC.**

**(An Exploration Stage Company)**

## Consolidated Statements ofOperations

## (Unaudited)

 

|                                                         |         |               |       |           |         |       |   |  June 19, 2006 |
|--------------------------------------------------------------|--------------|--------------------|------------|----------------|--------------|------------|--------|---------------------|
|                                                         |         | Three Months Ended |       | (Inception) to |
|                                                         |         | March 31,          |       | March 31,      |
|                                                         |         | 2009               |       | 2008           |         | 2009       |
| Revenues:                                                    |         |               |       |           |         |       |   |                |   |
|      Oil and gas                              |         | $                  | 4,285      |           |  $      |       |   |  $             | 28,436 |
|                                                         |         |               |       |           |         |       |   |                |   |
| Costs  and expenses:                                         |         |               |       |           |         |       |   |                |   |
|      Oil and gas                              |         |               | 17,214     |           |         |       |   |           | 36,052 |
|      Depletion, depreciation and amortization |         |               | 3,750      |           |         |       |   |           | 8,571 |
|      Exploration                              |         |               | 58,739     |           |         |       |   |           | 64,448 |
|      Impairment of equipment                  |         |          |       |           |    |       |   |           | 16,929 |
|      Salaries                                 |         |          | 30,000     |           |    | 30,000     |   |           | 160,000 |
|      Professional fees                        |         |          | 26,457     |           |    | 26,200     |   |                | 203,425 |
|      General and administrative               |         |               | 7,833      |           |         | 4,036      |   |           | 69,677 |
|      Franchise taxes                          |         |          | 164        |           |    | 5,750      |   |           | 9,150 |
|                                                         |         |               | 144,157    |           |         | 65,986     |   |                | 568,252 |
| Loss  from operations                                        |         |               | (139,872)  |           |    | (65,986)   |   |           | (539,816) |
|                                                         |         |               |       |           |         |       |   |                |   |
| Other  income (expense):                                     |         |               |       |           |         |       |   |                |   |
|      Interest income                          |         |          | 468        |           |    |       |   |           | 2,186 |
|      Interest expense                         |         |          | (11,101)   |           |    | (6,564)    |   |           | (47,810) |
|                                                         |         |               | (10,633)   |           |         | (6,564)    |   |                | (45,624) |
| Loss  before income taxes                                    |         |               | (150,505)  |           |    | (72,550)   |   |           | (585,440) |
|                                                         |         |               |       |           |         |       |   |                |   |
| Provision  for income taxes                                  |         |               | --    |           |    | --    |   |           | -- |
| Net  loss                                                    |         | $                  | (150,505)  |           | $            | (72,550)   |   | $                   | (585,440) |
|                                                         |         |               |       |           |         |       |   |                |   |
| Net  loss per common share -                                 |         |               |       |           |         |       |   |                |   |
|      basic and diluted                        |         | $                  | (0.01)     |           | $            | 0.00       |   |                |   |
|                                                         |         |               |       |           |         |       |   |                |   |
| Weighted  average number of                                  |         |               |       |           |         |       |   |                |   |
|      common shares outstanding -              |         |               |       |           |         |       |   |                |   |
|       basic and diluted                  |    |               | 22,680,000 |           |         | 22,013,332 |   |                |   |

 

 

See notes to the consolidated financial statements.

 

4

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**PETROCORP INC.**

**(An Exploration Stage Company)**

## Consolidated Statements of CashFlows

## (Unaudited)

** **

|                                                                                |   |                                 |      |           |         |      |   |  June19, 2006 |
|-------------------------------------------------------------------------------------|--------|--------------------------------------|-----------|----------------|--------------|-----------|--------|--------------------|
|                                                                                |   | Three Months Ended                   |      | (Inception) to |
|                                                                                |   | March 31,                            |      | March 31,      |
|                                                                                |   | 2009                                 |      | 2008           |         | 2009      |
|                                                                                |   |                                 |      |           |         |      |   |               |   |
| Cash  flows from operating activities:                                              |   |                                 |      |           |         |      |   |               |   |
|     Net loss                                                              |   | $                                    | (150,505) |           | $            | (72,550)  |   | $                  | (585,440) |
|     Adjustments to reconcile net loss to net                              |   |                                 |      |           |         |      |   |               |   |
|       cash (used in) operating activities:                      |   |                                 |      |           |         |      |   |               |   |
|       Capital contribution                                      |   |                                 |      |           |         |      |   |               | 3,000 |
|       Depletion, depreciation and amortization                  |   |                                 | 3,750     |           |         |      |   |               | 8,571 |
|       Exploration expenses                                      |   |                                 | 50,867    |           |         |      |   |               | 50,867 |
|       Impairment of equipment                                   |   |                                 |      |           |         |      |   |               | 16,929 |
|       Salary contribution                                       |   |                                 | 30,000    |           |         | 30,000    |   |               | 150,000 |
|       Interest contribution                                     |   |                                 | 11,101    |           |         | 6,564     |   |               | 47,451 |
|       Changes in operating assets and liabilities:              |   |                                 |      |           |         |      |   |               |   |
|          Revenue receivables                     |   |                                 | 25,684    |           |         |      |   |               | (8,278) |
|          Accrued expenses                        |   |                                 | (39,891)  |           |         | 25,045    |   |          | 31,426 |
|          Net cash (used in) operating activities |   |                                 | (68,994)  |           |         | (10,941)  |   |               | (285,474) |
|                                                                                |   |                                 |      |           |         |      |   |               |   |
| Cash  flows from investing activities:                                              |   |                                 |      |           |         |      |   |               |   |
|     Acquisition of oil and gas properties                                 |   |        | (682,505) |           |         | (63,640)  |   |               | (2,180,148) |
|     Purchase of equipment                                                 |   |                                 |      |           |    |      |   |          | (18,000) |
|       Net cash used in investing activities                     |   |                                 | (682,505) |           |         | (63,640)  |   |               | (2,198,148) |
|                                                                                |   |                                 |      |           |         |      |   |               |   |
| Cash  flows from financing activities:                                              |   |                                 |      |           |         |      |   |               |   |
|     Notes payable to majority stockholder                                 |   |                                 | 610,375   |           |         |      |   |               | 1,434,433 |
|     Repayment of notes to majority stockholder                            |   |                                 |      |           |         |      |   |               | (90,000) |
|     Proceeds from sale of common stock                                    |   |                                 |      |           |    | 1,000,000 |   |               | 1,554,100 |
|       Net cash provided by financing activities                 |   |                                 | 610,375   |           |         | 1,000,000 |   |               | 2,898,533 |
|                                                                                |   |                                 |      |           |         |      |   |               |   |
| Net  (decrease) increase in cash                                                    |   |                                 | (141,124) |           |         | 925,419   |   |               | 414,911 |
| Cash  at beginning of period                                                        |   |                                 | 556,035   |           |         | 827,755   |   |          | -- |
| Cash  at end of period                                                              |   | $                                    | 414,911   |           | $            | 1,753,174 |   | $                  | 414,911 |
|                                                                                |   |                                 |      |           |         |      |   |               |   |
| Supplemental  disclosure of cash flow information:                                  |   |                                 |      |           |         |      |   |               |   |
|     Cash paid for interest                                                |   |                                 |      |           |         |      |   | $                  | 359 |
|     Cash paid for taxes                                                   |   |                                 |      |           |         |      |   | $                  | -- |
| Supplemental  disclosure of noncash investing and                                   |   |                                 |      |           |         |      |   |               |   |
|     financing activities:                                                 |   |                                 |      |           |         |      |   |               |   |
|     Capital contribution                                                  |   |                                 |      |           |         |      |   | $                  | 3,000 |
|     Salary contribution                                                   |   | $                                    | 30,000    |           | $            | 30,000    |   | $                  | 150,000 |
|     Interest contribution                                                 |   | $                                    | 11,101    |           | $            | 6,564     |   | $                  | 47,451 |

 

 

See notes to the consolidated financial statements.

** **

** **

5

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**PETROCORP INC.**

**(An Exploration Stage Company)**

**Notes to the ConsolidatedFinancial Statements**

**(Unaudited)**

** **

** **

**1.  Basis of Presentation**

 

The accompanying unaudited consolidatedfinancial statements have been prepared in accordance with the accountingprinciples generally accepted in the United States of America for interimfinancial information and with the instructions to Form 10-Q and Article 10 ofRegulation S-X.  Accordingly, they do not include all of the information andfootnotes 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 necessaryfor a fair presentation, have been included.  Operating results for the threemonths ended March 31, 2009 are not necessarily indicative of the results thatmay be expected for the year ending December 31, 2009.  These financial statements should be read in conjunction with thefinancial statements of the Company for the year ended December 31, 2008 andnotes thereto contained in the Report on Form 10-K of the Company asfiled with the United States Securities and Exchange Commission (the “SEC”) onApril 9, 2009.

 

**2.  Exploration Stage Company**

 

The Company is an exploration stage companyas defined by SFAS No 7 “*Accounting and Reporting by Development StageEnterprises”*.  The Company is devoting substantially all of its efforts onestablishing the business and its planned principal operations have not yetcommenced.  All losses since inception have been considered part of theCompany’s exploration stage activities.

** **

**3. Related Party Transactions**

** **

OnMarch 31, 2009, the Company purchased 171 oil and gas lease interests totaling3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA (“Soladino”)at a cost of $583,823.  The Company reimbursed Soladino for its historic costs(acreage) by issuing a secured, non-interest bearing note, payable on demandfor $583,823 and assumed responsibility for all further costs.  The leases areheld in the name of Frontier Land, Inc. as fiduciary trustee for the benefit ofthe Company’s subsidiary Petrocorp (Oklahoma) Inc.

 

AtMarch 31, 2009, the Company has $1,317,881 in unsecured, non-interest bearingnotes (two), payable on demand with its majority stockholder Soladino.  Duringthe three month period ended March 31, 2009 the Company recorded interest expenseof $11,101.  Interest is computed at an implied rate of 6% and this amount wasrecorded as a capital contribution by the Company.

** **

TheCompany was provided management services by its president, Mr. Fitzsimons duringthe quarter at no cost.  The Company recorded the $30,000 estimated value ofthese services as compensation expense and as a capital contribution.  At March31, 2009, Mr. Fitzsimons has advanced the Company $26,552 which subsequentlyhas been repaid.

 

 

 6

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# Item 2 – Management’s Discussion and Analysis orPlan of Operation

 

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

 

Forward Looking Statements

 

Thefollowing is provided to supplement, and should be read in conjunction with,our financial statements and the accompanying notes included in our Form 10-Kas of December 31, 2008.  This report contains forward-looking statements andinformation relating to us that is based on the beliefs of our management aswell as assumptions made by, and information currently available to, ourmanagement. When used in this report, the words “anticipate”, “believe”,“estimate”, “expect”, “intend”, “plan” and similar expressions, as they relateto us or our management, are intended to identify forward-looking statements.These statements reflect management’s current view of us concerning futureevents 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-K. |
|--------|---------|-----------------------------------------------------------------------------------------------------------------|

 

Shouldone or more of these risks or uncertainties materialize or should theunderlying assumptions prove incorrect, actual outcomes and results coulddiffer materially from those indicated in the forward-looking statements.

 

Anyforward-looking statement speaks only as of the date on which such statement ismade, and we undertake no obligation to update any forward-looking statement orstatements to reflect events or circumstances after the date on which suchstatement is made or to reflect the occurrence of unanticipated events. Newfactors emerge from time to time and it is not possible for management topredict all of such factors, nor can it assess the impact of each factor on thebusiness or the extent to which any factor, or combination of factors, maycause actual results to differ materially from those contained in anyforward-looking statements.

 

7

 

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BusinessOverview

 

Petrocorp Inc. was incorporated on June19, 2006 under the laws of the State of Delaware.  Prior to September 2007, theCompany’s business model provided telephonic conferencing services tobusinesses, organizations and individuals in North America.  Due to capitalconstraints and because its executives could no longer serve the Companywithout compensation, the Company decided to change its business directions.

 

We are an exploration stage Company engaged in the acquisition,exploration and production, if warranted, development of prospective oil andgas properties.  We plan to conduct exploration work on each of our current andfuture properties in order to ascertain whether any of them possesscommercially exploitable quantities of oil and gas reserves.  The Company hassignificant lease holdings on the North Slope of Alaska, the Canadian Provinces of Alberta and Quebec, permit applications pending in Italy and Netherlands, and oil and gas production in Oklahoma.

 

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.

** **

Planof Operation

*** ***

Our plan of operation is to conductexploration work on each of our current and future properties in order toascertain whether any of them possess commercially exploitable quantities ofoil and gas reserves. There is no assurance that a commercially viable oil andgas reserve exists on any of our current and future properties, and a greatdeal of further exploration will be required before a final evaluation as tothe economic feasibility for our future exploration is determined. To date, wedo not know if any economically viable oil and gas reserves exist on any of ourcurrent or future properties and there is no assurance that we will discoverany.

 

**            Alaska**

 

On October 25, 2007, Union Energy (Alaska) LLC (“UEA”), oursubsidiary, was the winning bidder for tracts 254, 258 and 259 in the NorthSlope Areawide 2007 Competitive Oil and Gas Lease Sale.  The leases, covering14,680 net acres, were issued on August 1, 2008, with a term of seven years andsubject to a 12.5% royalty interest infavor of the State of Alaska.  UEA paid a total of$380,021 to the State of Alaska in respect of the leases.  These tracts arecontiguous and the Company believes, based upon current available geologicaldata and maps from the public domain, to contain the Kavik gas field,discovered in 1969, which has been evaluated in detail by the U.S. Departmentof the Interior, U.S Geological Survey ("USGS").

 

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 SlopeFoothills Areawide 2008 Competitive Oil and Gas Lease Sale. The leases,covering 9,600 net acres, were issued on September 1, 2008, with a term of 10years and subject to a 12.5% royaltyinterest in favor of the State of Alaska.  UEA paid atotal of $59,565 to the State of Alaska in respect of the leases.  These tractsare contiguous and the Company believes, based upon current availablegeological data and maps from the public domain, to contain the East Kurupa gas field, discovered by Texaco in 1976.  The USGS has been studying thepotential for unconventional over-pressured, continuous gas deposits in theColville basin that contains the Kurupa anticline and is now interpreting the East Kurupa well to have encountered a thick section of over-pressured gas in Brookianstrata.

 

The Alaska leases are in areas which the Company believes arepromising for gas production although the Company does not make anyrepresentations as to their future production, if any.  Furthermore, any gasrecovered from our Alaska leases will not be salable unless or until a proposed North Slope gas pipeline is completed.  We have retained Frontier Land Inc.(an established land firm and a member of the American Association ofProfessional Landmen) to conduct negotiations with other leaseholders regardingtheir acreage and to acquire other land interests within the vicinity of ourtracts.

 

8

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**            Oklahoma**

 

OnAugust 12, 2008, the Company acquired from its President, James Fitzsimons, a50% working interest (41.25% net revenue interest) in the Snake Creek prospect,a 3,200 gross (3,022 net) acre gas development project located in northernOkmulgee County.  The Company reimbursed Mr. Fitzsimons for his historic costs(acreage and drilling) by issuing a secured, non-interest bearing note, payableon demand for $210,917 and assumed responsibility for all further costs.

 

OnNovember 30, 2008, the Company acquired from Mr. Fitzsimons, a 100% workinginterest (81.25% net revenue interest) in the Spanish Peak prospect, a 2,041gross (900 net) acre gas development project located in Okmulgee County,Oklahoma.  The Company reimbursed Mr. Fitzsimons for his historic costs (acreage)by issuing a secured, non-interest bearing note, payable on demand for $173,141and assumed responsibility for all further costs.

 

OnMarch 31, 2009, the Company purchased 171 oil and gas lease interests totaling3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA at a costof $583,823.  The Company reimbursed Soladino for its historic costs (acreage)by issuing a secured, non-interest bearing note, payable on demand for $583,823and assumed responsibility for all further costs.

 

The Company’s Okfuskee and Okmulgee County oil and gas leases arenear oil and gas fields with proved developed production and within the generalarea of the “Woodford shale play”.  We have retained Keith Summar (a member ofthe American Association of Petroleum Geologists) as a consultant to assist usin our Oklahoma operations.

* *

**            Alberta, Canada**

 

On May 14, 2008, the Company was the winning bidder in a Crown Land sale for eight contiguous sections (totaling 5,120 acres) of oil sands leases in thePeace River Oil Sands Area of northern Alberta, Canada.  The bids totaled$250,000 and the leases were issued by Alberta Energy on May 15, 2008, with aterm of 15 years.

 

**            Quebec, Canada**

 

On February 4, 2009, the Government of Quebec awarded the Company sevenoil and gas exploration licenses – 2009P462 to 2009PG468 – all located in theSt. Lawrence Lowlands area.  The seven Quebec licenses cover a total netsurface area of 114,045 hectares (281,593 acres) and have an initial term offive years.  The Company has committed to a five-year work program with minimumexpenditures of (expressed in Canadian dollars): $0.50 per hectare in the firstyear; $1.00 per hectare in the second year; $1.50 per hectare in the thirdyear; $2.00 per hectare in the fourth year; and $2.50 per hectare in the fifthyear.

 

 

**            Italy**

 

OnJanuary 20, 2009, the Government of Italy made the preliminary awards of thecompetitive oil and gas exploration licenses, “Fiorenzuola D'Arda” located inthe Po Valley and “Montottone” located in the Marche region, in favor of MacOil SpA, our subsidiary.  On March 24, 2009, the Government of Italy made thepreliminary award of the competitive oil and gas exploration license, “Melzo”located in the Po Valley, again in favor of Mac Oil SpA. The three Italy licenses cover a net surface area of 115,760 hectares (285,827 acres).

 

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TheCompany also has two competitive oil and gas exploration license applicationspending awaiting adjudication by the Ministry of Economic Development in Italy covering a net surface area of 27,240 hectares (67,259 acres).

 

            **Netherlands**

 

TheCompany has one license application pending covering a net surface area of68,284 hectares (168,602 acres).

 

Internationally,we have retained Daniele Albisetti and Christian Ceppi (members of the SwissGeological Society, the Società Geologica Italiana (Italian Geological Society)and the Geological Association of Canada) as consultants to assist us in ouroperations.

 

Resultsof Operations

 

For the quarter ended March 31,2009, we had revenues of $4,285, oil and gas exploration costs of $79,703 andincurred a loss of $150,505, as compared to no revenues and a loss of $72,550in 2008.  During the 2009 quarter, theCompany paid compensation to its President of $30,000 which was recorded as acapital contribution by the Company and professional fees of $26,457, whichrelated primarily to the development of the Company’s business plan and costsassociated with being a public company, as compared to $26,200 for the 2008quarter.  Also during the 2009 quarter, the Company paid general andadministrative expenses of $7,833, which included rent, telephone and otheroffice costs, as compared to $4,036 for the 2008 quarter.  Interest expense of$11,101 was computed on the officer/stockholder loans at an implied rate of 6%and this amount was recorded as a capital contribution by the Company duringthe quarter.

 

Liquidityand Capital Resources

 

OurCompany's principal cash requirements are for exploration expenses which weanticipate will rise as we proceed to determine the feasibility of developingour current or future property interests.  As of March 31, 2009, we had cash of$414,911 and working capital of $391,763.  Our net cash provided by financingactivities during the period from our inception to March 31, 2009 was $2,898,533.

 

OnMarch 31, 2009, the Company purchased 171 oil and gas lease interests totaling3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA (“Soladino”)at a cost of $583,823.  The Company reimbursed Soladino for its historic costs(acreage) by issuing a secured, non-interest bearing note, payable on demandfor $583,823 and assumed responsibility for all further costs.

*** ***

*** ***10

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*** ***

AtMarch 31, 2009, the Company has $1,317,881 in unsecured, non-interest bearingnotes (two), payable on demand with its majority stockholder Soladino.  The notes aresecured by the Company’s oil and gas leases.

 

Weanticipate that additional funding will be provided in the form of equityfinancing from the sale of our common stock or loans from directors. We cannotprovide investors with any assurance that additional funds will be raised. Currently, we do not have any arrangements in place for future equityfinancings.

*** ***

Critical Accounting Policies

Financial Reporting Release No. 60 of the SEC encouragesall companies to include a discussion of critical accounting policies ormethods used in the preparation of the financial statements.  There are nocurrent revenue generating activities that give rise to significant assumptionsor estimates.  Our most critical accounting policies relate to the accountingand disclosure of related party transactions.  Our financial statements filed aspart of our December 31, 2008 Annual Report include a summary of thesignificant accounting policies and methods used in the preparation of ourfinancial statements.

 

Off-BalanceSheet Arrangements

 

Wehave never entered into any off-balance sheet financing arrangements and havenot formed any special purpose entities. We have not guaranteed any debt orcommitments of other entities or entered into any options on non-financialassets.

** **

**Item3.  Controls and Procedures**

 

Anevaluation was carried out under the supervision and with the participation ofour management, including our Chief Financial Officer and President, of theeffectiveness of our disclosure controls and procedures as of the end of theperiod covered by this report on Form 10-Q.  Disclosure controls and proceduresare procedures that are designed with the objective of ensuring thatinformation required to be disclosed in our reports filed under the SecuritiesExchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarizedand reported, within the time period specified in the Securities and ExchangeCommission’s rules and forms, and that such information is accumulated and iscommunicated to our management, including our principal executive and principalfinancial officers, or persons performing similar functions, as appropriate, toallow timely decisions regarding required disclosure. Based on that evaluation,our management concluded that, as of March 31, 2009, our disclosure controlsand procedures are effective to satisfy the objectives for which they areintended.

 

Therewere no changes in our internal control over financial reporting identified inconnection with the evaluation performed that occurred during the fiscalquarter covered by this report that has materially affected or is reasonablylikely to materially affect, our internal control over financial reporting.

 

# PART II –OTHER INFORMATION

 

## Item 1 – LegalProceedings

 

TheCompany is not currently a party to any legal proceedings.

 

## Item 2 – Unregistered Sales of Equity Securities andUse of Proceeds

 

None.

 

## Item 3 – Defaults UponSenior Securities

 

None.

 

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## Item 4 – Submission ofMatters to a Vote of Security Holders

 

None.

 

## Item 5 – OtherInformation

 

None.

 

## Item 6 – Exhibits

 

Thefollowing documents are filed as part of this Report.

 
| **Exhibit Number** | **Exhibit Description**                                                              |
|--------------------|--------------------------------------------------------------------------------------|
| 31.1               | Rule 13a-14(a)/15d-14(a)  Certification by the Principal Executive Officer.  ** |
| 31.2               | Rule 13a-14(a)/15d-14(a)  Certification by the Principal Financial Officer.  ** |
| 32.1               | Section 1350 Certification by the  Principal Executive Officer.  **             |
| 32.2               | Section 1350 Certification by the  Principal Financial Officer.  **             |

 

** Filed herewith

 

 

**SIGNATURE**

 

 

In accordance with the requirements of the SecuritiesExchange Act of 1934, as amended, the registrant caused this Report on Form10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

                                                                                                            **PETROCORP INC.**

 

Date:May 12, 2009

                                                                                                             By:  /s/ James Fitzsimons 

                         James Fitzsimons, President

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