S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Mogul Energy International, Inc.

(Exact name of Registrant as specified in charter)

Delaware	980461623
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification)

520 Pike Street, Suite 2210 Seattle, Washington	98101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (206) 357-4220

2007 Stock Incentive Plan of Mogul Energy International, Inc.

Engagement Agreement between Mogul Energy International, Inc. and

The Otto Law Group, PLLC

Consultant Agreement between Mogul Energy International, Inc. and Charles D. Flynn

(Full Titles of Plans)

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

(Name and address of agent for service)

(302) 658-7581

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)(2)(3)	Proposed Offering Price per Share(4)	Maximum Aggregate Offering Price(4)	Proposed Maximum Amount of Fee(4)
Common Stock, $0.001 par value	4,460,000	$0.11	$490,600	$15.06

(1)           The 2007 Stock Incentive Plan (the “Plan”) of Mogul Energy International, Inc. (the “Company”) permits 4,000,000 shares of common stock of the Company to be issued to participants under the Plan.  The general nature and purpose of the Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders.  The incentives will be in the form of options to purchase shares of the Company’s common stock and other awards of the Company’s common stock.  The Plan qualifies as a Qualified Stock Option Plan as defined under IRC Section 422.

(2)           The engagement agreement (the “Engagement Agreement”) between The Otto Law Group, PLLC (“OLG”) and the Company provides for legal services to be rendered by OLG to the Company on a periodic basis.  The Company has chosen to compensate OLG for legal services rendered, in part, by issuing 185,000 shares of the Company's common stock to David M. Otto on this Form S-8 registration statement.  The general nature and purpose of the Engagement Agreement is to provide for legal services for the Company and compensate OLG for said legal services.  The Engagement Agreement does not provide for a specific term, but remains in effect until terminated by either party.  The Engagement Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(3)           The Consulting Agreement between Charles Flynn and the Company provides for business consulting services to be rendered by Charles Flynn to the Company on a periodic basis.  The Company has chosen to compensate Charles Flynn for services rendered by issuing 275,000 shares of the Company’s common stock to Charles Flynn.  The shares are registered on this Form S-8 registration statement.  The Consultant Agreement is for a 3 month term, with a 3 month renewable option.  The general nature and purpose of the Consultant Agreement is to provide for the Company identification of strategic business partners and to develop the Company’s business strategy in return for compensation to Charles Flynn for said consulting services.  The Consultant Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(4)           Estimated solely for the purposes of determining the registration fee pursuant to Rule 457.  On October 22, 2007, the fair market value of the Company’s common stock, determined from the Company’s ten-day prior average closing bid and ask stock prices on the Over-the-Counter Bulletin Board was $0.11 per share.  On this basis, the maximum aggregate offering price for the shares registered hereunder is $490,600.  Such is the basis for computing the filing fee in accordance with Rule 457(h) and at a rate of the aggregate offering price multiplied by 0.0000307.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* The documents constituting Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  Such documents are not filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to the note to Part I of Form S-8.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus that meets the requirements of Section 10(a) of the Securities Act.  Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement.  The documents are incorporated by reference in the Section 10(a) prospectus.  The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b).  Requests for the above-mentioned information should be directed to the Company at the address and telephone number on the cover of this Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:

(i) the Company's Quarterly Report on Form 10-QSB for the period ended June 30, 2007, filed with the Commission on August 15, 2007;

(ii) the Company's periodic reports on Form 8-K filed with the Commission on July 19, 2007; August 7, 2007; August 10, 2007; and September 19, 2007; and

(iii) the Company's Form SB-2 Registration Statement filed with the Commission on November 17, 2006; and amendments filed on February 6, 2007; March 29, 2007; April 25, 2007; and May 8, 2007.

All documents filed or subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

David M. Otto of The Otto Law Group, PLLC, which has prepared this Registration Statement and the opinion regarding the authorization, issuance and status of the securities, as fully-paid and non-assessable, covered by this Registration Statement, has represented the Registrant in the past on certain legal matters, and is the recipient and beneficial owner of 185,000 securities of the Company registered hereunder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, that are incurred in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, known as a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of these actions, and the statute requires court approval before there can be any indemnification if the person seeking indemnification has been found liable to the corporation.  The statute provides that it is not excluding other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

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ITEM 8.  EXHIBITS

The Exhibits required to be filed as part of this Registration Statement are listed in the attached Index to Exhibits and incorporated herein by this reference.

ITEM 9.  UNDERTAKINGS

(A) The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation  of  Registration  Fee” table in this Registration Statement;

(iii)  To include any  material information  with  respect  to  the  plan  of distribution  not  previously  disclosed in the registration statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the  Registrant  pursuant  to Section 13 or Section  15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)  That for the purpose of determining any liability under the Securities Act, each such  post-effective  amendment  shall be  deemed to be a new  registration statement relating to the securities  offered therein,  and the offering of such securities at that time shall be deemed to be the  initial  bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B)           The  undersigned Registrant  hereby  undertakes  that,  for  purposes  of determining  any  liability under the Securities Act, each  filing of the Company's annual report pursuant to Section  13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(C) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by  controlling  precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the  final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 22^nd day of October 2007.

MOGUL ENERGY INTERNATIONAL, INC.

/s/ Naeem Tyab

By:  Naeem Tyab

Its:  President

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INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION	LOCATION
5	Opinion of the Law Offices of The Otto Law Group, PLLC	Filed herewith.
4.1	2007 Stock Incentive Plan	Filed previously on the Company’s Form 8-K, August 10, 2007.
10.19	Engagement Agreement between Mogul Energy International, Inc., and The Otto Law Group, PLLC	Filed herewith.
10.20	Consultant Agreement between Mogul Energy International, Inc., and Charles Flynn	Filed herewith.
23.1	Consent of The Otto Law Group, PLLC	Contained in Exhibit 5.
23.2	Consent of Public Accounting Firm	Filed herewith.

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EX-5

EXHIBIT 5

[Letterhead of The Otto Law Group]

October 22, 2007

Mogul Energy International, Inc.

520 Pike Street, Suite 2210

Seattle, WA 98101

Re: Registration of Common Stock of Mogul Energy International, Inc., a Delaware corporation (“Mogul Energy”).

Ladies and Gentlemen:

For purposes of the registration on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), of 4,460,000shares of common stock of Mogul Energy in connection with the 2007 Stock Incentive Plan of Mogul Energy, that Engagement Agreement between Mogul Energy and The Otto Law Group, PLLC, and that Consulting Agreement between Mogul Energy and Charles Flynn (collectively, the “Agreements”), we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion and, based thereon, we advise you that, in our opinion, when such shares have been issued and sold in accordance with the registration statement referenced herein, such shares will be validly issued, fully paid and nonassessable shares of Mogul Energy’s common stock.

We hereby consent to the filing of this opinion as an exhibit to the above described registration statement.

Very truly yours,

THE OTTO LAW GROUP, PLLC

/s/ The Otto Law Group, PLLC

EX-10.19

EXHIBIT 10.19

[Letterhead of The Otto Law Group]

David Otto

dotto@ottolaw.com

August 9, 2007

Mogul Energy International, Inc.

Naeem Tyab

520 Pike Tower, Suite 2210

Seattle, WA 98101

Re: Engagement of The Otto Law Group, PLLC

Dear Mr. Tyab:

This engagement agreement (“Agreement”) confirms the principal terms under which Mogul Energy International, Inc. (“Mogul Energy”) agrees to engage The Otto Law Group, PLLC (“Otto Law”).  Under this Agreement, Otto Law will assist Mogul Energy with various matters including, without limitation, the following:

1. Providing legal advice with respect to Mogul Energy’s corporate transactions, securities filing requirements, anticipated financing and other general business matters;

2. Providing legal advice and assisting with certain securities issues, corporate finance issues and investor issues;

3. Providing legal advice with respect to contemplated potential corporate transactions, related business transactions, intellectual property and other general business matters; and

4. Providing any other legal advice or analysis as requested by Mogul Energy.

In connection with the provision of the foregoing services, Otto Law and Mogul Energy agree to the following compensation arrangement:

1. Engagement.  Mogul Energy shall engage Otto Law for legal services required in connection with certain corporate governance, corporate finance, regulatory compliance, securities, contractual and other matters related to Mogul Energy’s operations and financing.

2. Retainer.  Mogul Energy agrees to pay Otto Law a retainer equal to Ten Thousand Dollars ($10,000) (the “Retainer”).  Mogul Energy further agrees to deliver to Otto Law full payment of the Retainer within thirty (30) days of Mogul Energy’s execution of this Agreement.  To the extent the Retainer is expended, the amount on deposit as retainer shall always equal $10,000 in cash.  Subject to filing of Mogul Energy’s 15c2-11 information statement and the successful establishment of a market for Mogul Energy stock on the Over-the-Counter Bulletin Board or other public exchange, and in accordance with paragraph 4 below, Mogul Energy may issue to Otto Law Common Stock of Mogul Energy registered on SEC Form S-8 (“S-8 Common Stock”) as payment to replenish the $10,000 retainer amount to the extent the Retainer is expended.

3. Common Stock.  Pursuant to paragraph 2 above, Mogul Energy agrees to issue to Otto Law the equivalent of Ten Thousand Dollars ($10,000.00) in common stock of Mogul Energy, to be registered on Form S-8.  The value of the stock will be determined by the average of the closing “bid” and “ask” price over the ten-day period prior to the issuance.  Otto Law shall use the S-8 Common Stock or the proceeds thereof to replenish the Retainer for payment of Otto Law’s services.  On a monthly basis, the Otto Law Group shall provide Mogul Energy with an invoice summarizing Otto Law’s services provided to Mogul Energy and shall sell that portion of the S-8 Common Stock (or remaining S-8 Common Stock) sufficient to reimburse Otto Law for its services.  Should, at any time during which this Agreement remains in force, the cumulative value of the S-8 Common Stock fall below that value required to reimburse the Otto Law for legal services actually performed and/or below $10,000 and if, at the time of such deficit, the parties reasonably anticipate Otto Law’s performance of additional services in excess of the cumulative value of the remaining S-8 Common Stock, Mogul Energy agrees to issue to the Otto Law additional S-8 Common Stock equivalent in value to the greater of $10,000 or the value for services actually performed.

4. Hourly Rates.  Mogul Energy agrees to pay Otto Law and Otto Law shall bill Mogul Energy on an hourly basis at Otto Law’s prevailing rates and according to Otto Law’s usual and customary charges (the “Hourly Fees”).  Otto Law’s minimum billing unit for all services is one quarter of one hour.  The current hourly rates are as follows: the rate for senior attorneys are $275.00 to $450.00 per hour, the rate for associates are $195.00 to $250.00 per hour, and the rate for non-attorney members of Otto Law staff are $125.00 to $150.00 per hour.  The rates are subject to change and any such change will be reflected on the monthly billing statements.  In the event of a change in rates, Mogul Energy consents to such change without notice.

5. Expenses and Costs.  In addition to Hourly Fees, Otto Law may incur various costs and expenses in performance of the services under this Agreement.  Mogul Energy agrees to timely pay all such costs, disbursements and expenses.  Generally these costs include, but are not limited to, registration entity filing fees, court filing fees, mailing costs, outside copy services, long distance telephone charges, Lexis-Nexis fees (online legal research tool), travel expenses, fees associated with litigation services, if any, and any and all other hard costs incurred (“Hard Costs”).  The parties further agree that these Hard Costs, when incurred, will be itemized on Mogul Energy’s monthly billing statements and deducted from the Retainer as needed.  Upon exhaustion of the Retainer, Mogul Energy agrees to pay all further Hard Costs that may be incurred prior to Otto Law performing further legal services that may require the payment of any Hard Cost.  In the event that Otto Law does not receive the payments necessary to cover Hard Costs from Mogul Energy, Otto Law is not obligated to pay the Hard Costs, nor is Otto Law obligated to perform further legal services that may require the payment of any Hard Costs.

6. Billing Statements.  Otto Law will post to Mogul Energy monthly billing statements for Hard Costs and Hourly Fees.  Each statement is payable within thirty (30) days.  The statements will include the amount due, including any Hard Costs, the rate and description of services.  If not paid within thirty (30) days, late charges will be assessed at one percent (1%) of the outstanding balance due.

7. Modification.  This Agreement may only be modified by subsequent written agreement signed by Otto Law and Mogul Energy.

8. Entire Agreement.  This Agreement represents the parties entire agreement and supersedes any and all prior agreements, understandings or arrangements, whether written or oral, between Mogul Energy and Otto Law.

9. Effective Date.  This Agreement will govern all legal services performed by Otto Law on behalf of Mogul Energy commencing with the date Otto Law first performed such services.  The date indicated on this Agreement is for reference only.

We look forward to working together and helping you achieve your financial and business objectives.  If the proposed terms are acceptable, please sign below and return an executed copy of this Agreement to Otto Law.

Very truly yours,

/s/ David M. Otto           

David M. Otto, Esq.

The Otto Law Group, PLLC

Agreed and accepted this 9th day of August 2007

MOGUL ENERGY INTERNATIONAL, INC.

/s/ Sean B. Malcolm         

By: Sean B. Malcolm

Its: General Counsel

EX-10.20

Exhibit 10.20 Consultant Agreement with Charles Flynn

CONSULTANT AGREEMENT

THIS AGREEMENT is made and entered into between CHARLES D. FLYNN (“Consultant”) and MOGUL ENERGY INTERNATIONAL, INC. (“Company”) (Consultant and Company are referred to interchangeably and collectively herein as “Party” and the “Parties”), and is effective as of October 16th, 2007 (“Effective Date”).

RECITALS

WHEREAS the Company desires to identify strategic partners for future oil exploration and development, and to develop new business strategies to grow the Company, and further its business purposes;

WHEREAS the Consultant has invested significant time and energy in establishing relationships with third parties who may be strategic partners for the Company, and the Consultant has substantial business expertise in the resource industry;

WHEREAS the Company may provide the Consultant with confidential, valuable, material non-public, and proprietary information for the purpose of identifying strategic partners and otherwise developing the Company’s business strategy, or for other purposes as the Parties may from time to mutually agree upon;

WHEREAS the Parties desire to enter into this Agreement as a condition to the release of such confidential, valuable, material non-public, and proprietary information;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, and in consideration of the mutual promises contained herein, the Parties agree as follows:

TERMS

1. Term. The term of this Agreement shall commence on the Effective Date and shall terminate three (3) months thereafter, unless the Parties otherwise agree in writing. The Company shall have an option to extend the term of the Agreement by an additional three (3) months. The Company may terminate this Agreement upon notice with or without cause; provided, however, that unless Consultant is in default hereunder, the Company will pay Consultant on a pro-rata basis any amounts accrued and owing at the time of termination.

2. Non-Circumvention. The Parties hereto, including their affiliates, subsidiaries, officers, directors, employees, agents or representatives, shall not, directly or indirectly, interfere with, circumvent, avoid, bypass or obviate, or cause any other person to interfere with, circumvent, avoid, bypass or obviate, the business relationship between the Parties, or the interest or relationship of either Party with its contacts, in any manner (i) to change or avoid direct or indirect payment of established or to-be-established fees or commissions, business agreements or combinations, or other related compensation agreed to by the Parties, or (ii) to influence or intervene in the continuance of any pre-established or any pre-contracted relationship between either Party and third-parties; and shall not initiate any transaction with any corporation, individual, partnership, or other entity revealed or introduced to it by the other Party in order to bypass or attempt to bypass the other Party in connection with any ongoing or future transaction or agreement.

PRIVATE AND CONFIDENTIAL Initials      CDF NT    

Page 1 of 5

Exhibit 10.20 Consultant Agreement with Charles Flynn

3. Non-disclosure. The Consultant shall treat as strictly confidential and shall not disclose certain confidential information (the “Confidential Information”) that may be provided to the Consultant for the purposes of developing the Company’s business strategy, or for other purposes as the parties may from time to mutually agree upon. Confidential Information shall include the identities of Investors and/or their agents or representatives, financial information, and proprietary or trademarked information. All obligations hereunder with respect to Confidential Information shall continue through the duration of this Agreement. Confidential Information shall not include any information which the Consultant can show (a) is now or later becomes available in the public domain without breach of this Agreement by the Consultant, (b) was in the possession of the Consultant prior to disclosure to the Consultant, (c) was received from a third party without breach of any nondisclosure obligations to the Company or otherwise in violation of the Company’s rights, or (d) was developed by the Consultant independently of any Confidential Information received from the Company. Notwithstanding the foregoing, the Consultant may disclose Confidential Information under applicable law or pursuant to an order of a court or governmental agency, as required by that order, or pursuant to a decree, regulation or rule, provided that the Consultant shall first notify the Company of such disclosure and afford the Company opportunity to seek a protective order relating to such disclosure. The Consultant may disclose Confidential Information with the permission of the Company.

4. Material Non-Public Information. The Consultant acknowledges that the Company is quoted on the OTCBB and is subject to certain reporting and disclosure obligations under Section 15(d) of the Securities Exchange Act of 1934, and other U.S. securities laws. Where the Consultant is aware of the occurrence or existence of any pending corporate development with respect to the Company, or other non-public information that the Company believes may be material, any and all such information shall remain confidential to the Consultant until such information otherwise becomes public, unless disclosure is required by law. Notwithstanding the Consultant's agreement to keep such information confidential, the Consultant makes no acknowledgement that any such information is material, non-public information. The Consultant agrees to comply with U.S. securities laws with respect to its use of any such information.

5. Scope of Services. The Consultant will assist the Company in locating strategic business partners and developing the Company’s business strategy. Consultant warrants that he is a natural person providing bona fide services to the Company that are not in connection with the offer or sale of the Company’s securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities; and Consultant agrees that such activities are prohibited under this Agreement.

6. Consideration. Company agrees to compensate Consultant in the amount of Ten Thousand Dollars (US$10,000.00) per month during the term of this Agreement. In satisfaction of this amount, the Company agrees to issue to Consultant the equivalent of Ten Thousand Dollars ($10,000.00) in common stock of the Company, to be registered on Form S-8, if applicable, or other appropriate registration statement. The value of the stock will be determined by the average of the closing “bid” and “ask” price over the ten-day period prior to the issuance. Consultant shall be reimbursed by the Company for reasonable expenses incurred in performance of the services under this Agreement. Consultant hereby agrees that the responsibility for payment of taxes from the funds thus received under this Agreement shall be said Consultant’s obligation.

PRIVATE AND CONFIDENTIAL Initials      CDF NT    

Page 2 of 5

Exhibit 10.20 Consultant Agreement with Charles Flynn

7. Independent Contractor. The Consultant shall provide services pursuant hereto, as an independent contractor. The parties understand that the Consultant performs tasks, the details of which the Company does not have legal right to control and no such control is assumed by this Agreement. This Agreement does not create an employment relationship, partnership, or joint venture between the Consultant (or its employees) and the Company. Neither the Consultant nor its employees shall be deemed employees of the Company for any purpose whatsoever, and neither shall be eligible to participate in any benefit program provided by the Company. The Consultant shall not assign any interest in this Agreement and shall not transfer any interest in same without prior written consent of the Company.

8. Discrimination Clause. The Consultant agrees to abide by the requirements of the following as applicable: Title VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972; Federal Executive Order 11246; Federal Rehabilitation Act of 1973, as amended; Vietnam Era Veteran’s Readjustment Assistance Act of 1974; Title IX of the Education Amendments of 1972; Age Act of 1975; and the requirements of the Americans with Disabilities Act of 1990. The Consultant agrees not to discriminate in its employment practices, and will render services under this Agreement without regard to race, color, religion, sex, national origin, veteran status, political affiliation, or disabilities.

9. Insurance and Release. The Company provides no medical or workers' compensation insurance coverage for the Consultant under this Agreement. The sole responsibility for providing appropriate insurance coverage lies solely with the Consultant. Further, the Consultant agrees to release and hold harmless the Company, its officers, agents and/or employees from and against any and all liability and costs (including attorney's fees) incurred in connection with any claims or demands for damages of any nature whatsoever, including but not limited to bodily injury, death, personal injury or property damage arising from or caused by the acts or failure to act of the Consultant or its employees.

10. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns.

11. Cumulative Obligations. Each Party’s obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express, implied, in fact or in law.

12. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein and shall not be amended or modified except by written instrument duly executed by each of the Parties hereto. Any and all previous agreements and understandings between the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

13. Dispute Resolution. The Parties hereto agree that this Agreement shall be governed by the laws of the State of Washington, without giving effect to the principle of conflict of laws. All actions or proceedings arising in connection with this Agreement shall be brought and litigated exclusively in the courts located in King County, Washington. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature, precluding litigation between the Parties with respect to any issue arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the courts located in King County, Washington shall have personal jurisdiction over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to the address specified on the last page of this Agreement or such other address as either party may have given to the other in writing. Any final judgment rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. The prevailing Party in a dispute brought in connection with this Agreement shall be entitled to reasonable attorneys’ fees and costs.

PRIVATE AND CONFIDENTIAL Initials      CDF NT    

Page 3 of 5

Exhibit 10.20 Consultant Agreement with Charles Flynn

14. Miscellaneous. In the event that one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, the remaining provisions of this Agreement shall remain in full force and effect. Any waiver, express or implied, by any Party of any of its rights arising under this Agreement must be in writing and shall not constitute or be deemed a waiver of any other right hereunder, whether of a similar or dissimilar nature. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. This Agreement may be executed in one or more counterparts, all of which shall constitute one and the same instrument. A faxed or photocopied signature shall have the force and effect of an original, and each executed copy shall be a counterpart original of equal force and effect and enforceable against the party executing the counterpart. The headings in this Agreement are inserted for convenience only, are not part of this Agreement, and shall not in any manner affect the meaning of this Agreement or any paragraph, term, and/or provision of this Agreement, and shall not be interpreted to be a part of this Agreement for any purpose.

THE UNDERSIGNED HAVE READ THIS AGREEMENT AND HAVE TAKEN THE TIME NECESSARY TO REVIEW COMPLETELY AND FULLY UNDERSTAND THIS AGREEMENT. THE UNDERSIGNED FULLY UNDERSTAND THIS AGREEMENT, ACCEPT, AND VOLUNTARILY AGREE TO EACH AND EVERY PARAGRAPH, TERM, AND/OR PROVISION CONTAINED IN IT, AND FULLY ACCEPT AND AGREE TO IT AS BINDING UPON THE UNDERSIGNED FOR ANY AND ALL PURPOSES WHATSOEVER.

PRIVATE AND CONFIDENTIAL Initials      CDF NT    

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Exhibit 10.20 Consultant Agreement with Charles Flynn

IN WITNESS WHEREOF, the Parties’ authorized representatives have executed this Agreement to be effective as of the date first written above.

CHARLES D. FLYNN (Consultant)
By:	/s/ Charles D. Flynn	Date:	October 16, 2007
Name:	Charles D. Flynn	Address:	Vancouver, B.C.
Title:
MOGUL ENERGY INTERNATIONAL, INC. (Company)
By:	/s/ Naeem Tyab	Date:	October 16, 2007
Name:	Naeem Tyab	Address:	520 Pike Street, Suite 2210,
Title:	President	Seattle, WA 98101

PRIVATE AND CONFIDENTIAL Initials      CDF NT    

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EX-23.2

Exhibit 23.2 Consent of Jorgensen & Co.

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 6, 2007 on the December 31, 2006 audited financial statements for Mogul Energy International, Inc. as included in the Form S-8 registration statement filed by Mogul Energy International, Inc. on, or about, October 22, 2007.

/s/ Jorgensen & Co.

JORGENSEN & CO.

October 22, 2007