-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MO/rt2ymnjC9a45ddr+nWSnTCIgsZ7/PKgdpmbvWYf0Nknu0Ovi8H6vAs1/ax0y4 O57uUd2Q62+kOKhbBNF5VA== 0001477932-10-000796.txt : 20101025 0001477932-10-000796.hdr.sgml : 20101025 20101025164838 ACCESSION NUMBER: 0001477932-10-000796 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101025 DATE AS OF CHANGE: 20101025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN CREEK ENERGY CORP CENTRAL INDEX KEY: 0001323143 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 201777817 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81626 FILM NUMBER: 101140246 BUSINESS ADDRESS: STREET 1: QUORUM STREET 2: 5050 QUORUM DRIVE, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 214-722-6490 MAIL ADDRESS: STREET 1: QUORUM STREET 2: 5050 QUORUM DRIVE, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Westrock Land Corp. CENTRAL INDEX KEY: 0001502150 IRS NUMBER: 263253123 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 14001 DALLAS PARKWAY STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-934-6502 MAIL ADDRESS: STREET 1: 14001 DALLAS PARKWAY STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75240 SC 13D 1 morgan_13d.htm FORM SC 13D morgan_13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

MORGAN CREEK ENERGY CORP.
(Name of Issuer)
 
Common stock, $0.001 par value per share
(Title of Class of Securities)
 
82705B 10 1
(CUSIP Number)

WESTROCK LAND CORP.
14001 Dallas Parkway, Suite 1200, Dallas, Texas 75240
972-934-6502
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 21, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
1.
Names of Reporting Person:  Westrock Land Corp.
I.R.S. Identification Nos. of above persons (entities only):     Not applicable
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          o
(b)          o
Not applicable
3.
SEC Use Only:
 
4.
Source of Funds (See Instructions):       
 
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  
 
Not applicable.
6.
Citizenship or Place of Organization:     
 
Texas
Number of Shares
Beneficially Owned by
Each Reporting
Person With:
  7.
Sole Voting Power:                    
 
15,200,000 Shares.
 8.
Shared Voting Power:                
 
870,000Shares*.
 9.
Sole Dispositive Power:             
 
15,200,000 Shares.
 10.
Shared Dispositive Power:         
 
870,000 Shares*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:  
 
16,070,000 Shares.
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
Not applicable.
13.
Percent of Class Represented by Amount in Row (11):
 
30.54%
14.
Type of Reporting Person (See Instructions):               
 
CO
*The 870,000 shares of common stock of the Issuer are held of record by Gary Powers, who is the sole officer, director and shareholder of the Reporting Person.
 
 
page 2 of 6
 
 
This statement on Schedule 13D is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, the (“1934 Act”).  Westrock Land Corp. is referred to herein as the “Reporting Person”.

Item 1.   Security and Issuer

The class of equity securities to which this statement relates is common stock, at a par value of $0.001 per share (collectively, the “Shares”), of Morgan Creek Energy Corp., a Nevada corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 5050 Quorum Drive, Suite 700, Dallas, Texas 75254.

Item 2.   Identity and Background

(a)     Name:

This statement is filed by Westrock Land Corp.

(b)     Residence or business address:

The business address of the Reporting Person is 14001 Dallas Parkway, Suite 1200, Dallas, Texas 75240
 
(c)     Present principal occupation and employment

Oil and gas company.

(d)     Criminal proceedings:

The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

(e)     Civil proceedings:

The Reporting Person has not been, during the last five years, a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)     Citizenship:

Not applicable.
 
 
page 3 of 6
 
 
Item 3.   Source and Amount of Funds or Other Consideration

See Item 4 below. The consideration is the assignment and transfer by the Reporting Person to the Issuer of all of its right, title and interest in and to the Acquired Properties as described below.

Item 4.   Purpose of Transaction
 
On August 26, 2010, the Reporting Person entered into an option agreement (the “Option Agreement”) with Morgan Creek Energy Corp. (the “Issuer”), to purchase approximately 21,000 net acres of mineral oil and gas leases on lands located in Lamar, Jones and Forrest counties in the State of Mississippi (the “Acquired Properties”). In accordance with the terms and provisions of the Option Agreement: (i) the Issuer agreed to issue to the Reporting Person an aggregate of 15,000,000 restricted shares of its common stock by November 30, 2010; (ii) the Reporting Person grants to the Issuer a period to conduct due diligence to October 31, 2010; and (iii) at closing, the Reporting Person shall convey to the Issuer the Acquired Properties by assignment and bill of sale and other associated documentation. The Issuer and Westrock anticipate that the closing will occur no later than November 1, 2010.
 
As of October 21, 2010, the Issuer completed its due diligence and the 15,000,000 shares of its restricted common stock were issued to the Reporting Person.
 
Subject to all relevant securities law provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties.

Except as otherwise disclosed herein, the Reporting Person does not have any current plans or proposals that relate to or would result in:

(a)
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)
any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)
a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;

(d)
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)
any material change in the present capitalization or dividend policy of the Issuer;

(f)
any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h)
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j)
 any action similar to any of those enumerated above.
 
 
page 4 of 6
 

Item 5.   Interest in Securities of the Issuer

(a)
As of October 21, 2010, the Reporting Person is the beneficial owner of 16,070,000 shares of common stock of the Issuer (of which 870,000 shares of common stock are held of record by Gary Powers, the sole director, officer and shareholder of the Reporting Person) , representing 30.54% of the Issuer’s issued and outstanding shares.

(b)
As of October 21, 2010, the Reporting Person has the power to vote and direct the disposition of 16,070,000 shares (of which 870,000 shares represents a shares power to vote and direct the disposition).

(c)
Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer’s securities, including common stock of the Issuer, within 60 days preceding the date hereof.

(d)
 Not applicable.
  
(e)
The Reporting Person is the beneficial owner of more than 5% of the Issuer’s common shares as of October 21, 2010. .
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as disclosed above, the Reporting Person does not have any other contracts, arrangements, understandings or relationships with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.  Further, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

Item 7.   Material to Be Filed as Exhibits
 
Option Agreement between Morgan Creek Energy Corp. and Westrock Land Corp. dated August 26, 2010.
 
 
page 5 of 6
 

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

     
  WESTROCK LAND CORP.  
       
Dated:  October 21, 2010
By:
/s/ Gary Powers
  
   
Gary Powers
  
   
Sole Officer, Director and Shareholder
  
       
 
 
 
 
 
 
page 6 of 6
 
 
 
 EX-10.1 2 morgan_ex101.htm OPTION AGREEMENT morgan_ex101.htm
Exhibit 10.1
 
 
OPTION AGREEMENT
(Option to Acquire Oil and Gas Leases in Lamar, Jones and Forrest Counties, Mississippi)
 
Morgan Creek Energy Corp.
666 Burrard Street, Suite 880
Vancouver, British Columbia, V6C 2X8
 
And
 
Westrock Land Corp.
5050 Quorum Drive, Suite
700 Dallas, Texas
 
It is understood that Morgan Creek Energy Corp., and/or its affiliates, (hereinafter referred to as "Morgan") wish to purchase approximately 21,000 net acres in mineral oil and gas leases in the lands located in Lamar, Jones and Forrest Counties, in the State of Mississippi, (hereinafter referred to as the "Acquired Properties") from Westrock Land Corp., (hereinafter referred to as "Westrock"). It is the intent that this Option Agreement (the "Agreement") shall be binding on both parties to the extent set forth herein.
 
Morgan Creek has utilized information provided by Westrock for purposes of entering in to this Agreement. This is Option Agreement is based on the representation that it owns all rights to all depths (which shall include the Haynesville Shale Formation) pursuant to the oil and gas leases (totaling up to approximately 21,000 net acres with a minimum of 75% net revenue interest).
 
Morgan and Westrock have agreed to the following:
 
1.  
Payment. Morgan agrees to pay Westrock 15,000,000 (fifteen million) restricted common shares of Morgan Creek Energy Corp. Payment of shares due and payable by November 30, 2010.
 
2.  
Option Period. Westrock grants Morgan until October 31, 2010 to complete its due diligence.
 
3.  
Assignment. Westrock, at Closing, shall convey the Acquired Properties (Appendix A) to Morgan by a mutually acceptable assignment and bill of sale, which shall include a special warranty of title, defending against any person claiming by, through or under Westrock, but not otherwise.
 
 
1
 
 
4.  
Liens and Encumbrances. The Westrock Interest shall be transferred from Westrock to Morgan free and clear of all liens, mortgages, rights or reassignment, reversionary rights, calls on production, preferential rights, consents to assign, taxes (other than those for the current year), obligations (including delinquent operating expenses), claims, suits, or any other encumbrances.
 
5.  
Effective Date, Closing. The effective date of the granting of the Option of the Acquired Properties shall be at 4:00 P.M. local time on the Closing Date (the" Effective Date"). The parties will use their best efforts to close no later than November 1, 2010.
 
6.  
Confirming Due Diligence. Morgan will conduct confirming due diligence ("Due Diligence") which shall include, but not limited to the following:
 
 
A.
Confirmation of the marketability of title (including verification of HB Pleases being in full force and effect). If, in the reasonable opinion of Morgan, Westrock does not own marketable title to at least a 75% net revenue interest in up to 21,000 net acres which are included in Wesrock's interest in the properties, Morgan, at its direction may terminate this Option Agreement and any deposits or expenditures incurred by Morgan on the neither party shall have any further obligations to the other hereunder.
 
 
B.
Review of all lease agreements (including lease expirations, surface access restrictions and drilling commitments, if any), unit agreements, and other contracts applicable to Westrock's interest in the properties. Morgan's obligations hereunder shall be subject to its reasonable approval of the lease agreements and other material agreements affecting Westrock's interest in the properties.
 
 
C.
Other acts of Due Diligence appropriate to the transaction as mutually agreed between the parties.
 
7.  
Cooperation and Exclusivity. Morgan and Westrock will cooperate in good faith and proceed expeditiously in the preparation of all documents necessary to consummate the transaction contemplated hereby. Westrock agrees that after execution of this Option Agreement, and for sol long as it is in effect, it will not directly or indirectly solicit or entertain any other offer to acquire Westrock's interest in the properties or enter into any negotiations or agreement that provides for the acquisition of Westrock's interest in the properties.

 
2
 
 
8.  
Access to Data. Westrock agrees to provide Morgan reasonable access in Westrock's office to the books and records of Westrock pertaining to Westrock's interest in the properties promptly after execution of this Option Agreement.
 
9.  
Confidentiality. It is understood and agreed thai this Option Agreement and its substance shall remain confidential by and between Westrock and Morgan and shall not be disclosed to any third parties, other than those persons who have a confidential relations with Westrock or Morgan, all of who shall agree to be bound by this confidentiality obligation. Any public announcement of the proposed transaction by either party shall be approved in advance by the other party.
 
10.  
Counterparts. This Option Agreement may be executed in any number of counterparts each of which will be deemed to be an original but all of which shall be deemed one and the same document.
 
11.  
Governing Law. This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of British Columbia.
 
12.  
Expenses. Each party will pay its own expenses and costs incidental to the negotiation and completion of the transaction, including legal and accounting fees.
 
Both parties agree to the terms and provisions set forth is this Option Agreement;
 
AGREED TO AND ACCEPTED THIS 26th DAY OF AUGUST, 2010
 
WESTROCKLAND CORP.  
     
By:
/s/ Gray Powers  
  Gray Powers-President  
     
     
MORGAN CREEK ENERGY CORP.  
     
By: /s/ Peter Wilson  
  Peter Wilson - President  
 

 
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