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

Consultant Agreement between Mogul Energy International, Inc. and Diarmuid P. Heron

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(Full Titles of Plans)

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

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(Name and address of agent for service)

(302) 658-7581

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company þ
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Offering Price per Share(2)	Maximum Aggregate Offering Price(2)	Proposed Maximum Amount of Fee(2)
Common Stock, $0.001 par value	100,000	$0.15	$15,000	$0.59

(1)           The Consulting Agreement between Mogul Energy International, Inc. (the “Company”) and Diarmuid P. Heron provides for business consulting services to be rendered by Mr. Heron to the Company on a periodic basis.  The Company has chosen to compensate Diarmuid Heron for services rendered by issuing 100,000 shares of the Company’s common stock to Diarmuid Heron.  The shares are registered on this Form S-8 registration statement.  The Consultant Agreement is for a 1 month term.  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 exchange for compensation to Diarmuid Heron for said services.  The Consultant Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(2)           Estimated solely for the purposes of determining the registration fee pursuant to Rule 457.  On April 17, 2008, the fair market value of the Company’s common stock, determined from the Company’s ten-day prior average closing stock prices on the Over-the-Counter Bulletin Board was $0.15 per share.  On this basis, the maximum aggregate offering price for the shares registered hereunder is $15,000.  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 0.00003930.

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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 Annual Report on Form 10-KSB for the period ended December 31, 2007, filed with the Commission on April 15, 2008;

(ii) the Company’s Quarterly Reports on Form 10-QSB for the period ended June 30, 2007, filed with the Commission on August 15, 2007, and for the period ending September 30, 2007, filed with the Commission on November 14, 2007;

(iii) the Company's periodic reports on Form 8-K filed with the Commission on July 19, 2007; August 7, 2007; August 10, 2007; September 19, 2007; November 13, 2007; and February 15, 2008, and

(iv) 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

Sean Malcolm, attorney-at-law, who 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 beneficial owner of options to purchase 600,000 shares of the Company registered hereunder, of which options to purchase 360,000 shares have vested as of the date of this Registration Statement on Form S-8.  Mr. Malcolm is not the beneficial owner of any other securities of the Registrant.

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.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

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.

(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 of 1933, 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 17th day of April 2008.

MOGUL ENERGY INTERNATIONAL, INC.

/s/ Naeem Tyab

By:  Naeem Tyab

Its:  President

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INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION	LOCATION
5.1	Opinion of Sean B. Malcolm as to the legality of the securities being registered	Filed herewith.
10.21	Consultant Agreement between Mogul Energy International, Inc., and Diarmuid Heron	Filed herewith.
23.1	Consent of Attorney	Contained in Exhibit 5.1.
23.2	Consent of Public Accounting Firm	Filed herewith.

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EX-5.1

[ATTORNEY LETTERHEAD]

April 17, 2008

Mogul Energy International, Inc.

520 Pike Street, Suite 2210

Seattle, WA 98101

Re: Registration Statement on Form S-8 of Common Stock of Mogul Energy International, Inc.

Ladies and Gentlemen:

I have acted as counsel for Mogul Energy International, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) on or about the date hereof.

The Registration Statement relates to the registration by the Company of 100,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which are issuable by the Company pursuant to the Consultant Agreement (the “Agreement”) between the Company and Mr. Diarmuid P. Heron.

I have examined and relied upon such documents, and such other agreements, instruments, corporate records, certificates, and other documents as I have deemed necessary or appropriate as a basis for the opinions hereinafter expressed.  In my examination, I have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by me as copies, the authenticity and completeness of all original documents reviewed by me in original or copy form, and the legal competence of each individual executing any document.  As to any facts material to the opinion expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company.  I further assume, without investigation, that all Shares issued pursuant to the Agreement will be issued in accordance with the terms of the Agreement.

This opinion is limited solely to the Delaware General Corporation Law as applied by courts located in Delaware, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting those laws.

Based upon and subject to the foregoing, I am of the opinion that when (a) the Registration Statement becomes effective under the Act, and (b) the Company’s transfer agent for the Common Stock has appropriately registered the issuance of the Shares in the books and records of the Company, the Shares, when issued and delivered by the Company pursuant to the Registration Statement, and in accordance with the Agreement, and against the payment of any purchase price therefor as specified in the Agreement, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, however, I do not thereby admit that I am an “expert” within the meaning of the Securities Act of 1933, as amended.  This opinion is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Sean B. Malcolm

SEAN B. MALCOLM

Attorney at Law

EX-10.21

Consultant Agreement with Diarmuid P. Heron

CONSULTANT AGREEMENT

THIS AGREEMENT is made and entered into between DIARMUID P. HERON (“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 March 12, 2008 (“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 one (1) month thereafter, unless the Parties otherwise agree in writing.  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.

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Consultant Agreement with Diarmuid P. Heron

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 One-hundred Thousand (100,000) shares of common stock of the Company, which the Company agrees to issue to Consultant, to be registered on Form S-8, if applicable, or other appropriate registration statement.  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.

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.

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Consultant Agreement with Diarmuid P. Heron

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.

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Consultant Agreement with Diarmuid P. Heron

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.

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Consultant Agreement with Diarmuid P. Heron

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

DIARMUID P. HERON (Consultant)

By:	/s/ Diarmuid Heron	Date:	March 12, 2008
Name:	Diarmuid Heron	Address:	Newmarket, Ont.
Title:	Consultant		Canada
MOGUL ENERGY INTERNATIONAL, INC. (Company)
By:	/s/ Naeem Tyab	Date:	March 12, 2008
Name:	Naeem Tyab		Address:  520 Pike Street, Suite 2210,
Title:	President		Seattle, WA 98101

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EX-23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our name by reference, as related to our report dated April 8, 2008 on the financial statements of Mogul Energy International, Inc. (filed with the Form 10-K on or about April 15, 2008 for Mogul Energy International, Inc.), as found in the Form S-8 to register 100,000 shares of common stock of Mogul Energy International, Inc., filed by Mogul Energy International, Inc. on or about April 17, 2008.

JORGENSEN & CO.

April 16, 2008