10-Q 1 form10q.htm MOGUL ENERGY INTERNATIONAL 10-Q 6-30-2010 form10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2010
 
 
333-138806
(Commission File Number)
 
MOGUL ENERGY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
 
98-0461623
(I.R.S. Employer Identification Number)
 
520 Pike Street, Suite 2210
Seattle, WA 98101
(Address of principal executive offices)
 
(206) 357-4220
(Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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.  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 Do not check if a smaller reporting company)
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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  57,445,987 common shares issued and outstanding as July 26, 2010.
 


 
 

 

TABLE OF CONTENTS
PART I
     
FINANCIAL INFORMATION
     
Item 1.
 
Item 2.
 
Item 3.
 
Item 4T.
 
     
     
PART II
     
OTHER INFORMATION
     
Item 1.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
Item 6.
 
     


Mogul Energy International, Inc.
(an exploration stage company)


Financial Statement Index


   
Index
     
     
Balance Sheets
 
F-2
     
Statements of Operations
 
F-3
     
Statements of Cash Flows
 
F-4
     
Notes to the Financial Statements
 
F-5


Mogul Energy International, Inc.
(an exploration stage company)
Balance Sheets
(expressed in U.S. dollars)

   
June 30, 2010
   
December 31, 2009
 
             
Assets:
           
Current
           
Cash
  $ 614,390     $ 7,481  
Receivable
    20,403       18,210  
Investment - held for sale
    83,066       625,961  
Prepaid and Deposits
    108,614       47,517  
Loans receivable
    -       -  
Total current assets
    826,473       669,167  
Non-current
               
Exploration and evaluation
    519,705       923,232  
Total Assets
  $ 1,346,178     $ 1,622,400  
                 
Current Liabilities:
               
Accounts payable and accrued
  $ 94,959     $ 217,435  
Bank indebtedness
    34       43,143  
Loans from shareholders
            145,320  
Total current liabilities
    94,493       405,898  
Contingencies and commitments
    -       -  
Total Liabilities
    94,493       405,898  
Shareholders’ Equity:
               
Deficit accumulation during exploration stage
  $ (6,276,057 )   $ (6,721,905 )
Common stock (Authorized: 100,000,000 shares, $0.0001 par value. Outstanding: 57,445,987 shares at 06/30/10 and 12/31/09)
    5,744       5,744  
Additional paid-in capital
    7,345,741       7,213,003  
Warrants & Options:
    292,500       425,238  
Preferred: 10,000,000 shares authorized, none issued
    -       -  
Foreign exchange adjustment
    (154,103 )     (148,458 )
Other comprehensive income (loss)
    37,860       442,880  
Total Shareholders’ Equity
    1,251,685       1,216,000  
Total Shareholders’ Equity and Liabilities
  $ 1,346,178     $ 1,622,400  

The accompanying notes are an integral part of these financial statements


Mogul Energy International, Inc.
(an exploration stage company)
Statements of Operations
For the Six Months June 30, 2010 and 2009, and
For the Period July 25, 2005 (inception) to June 30, 2010
(expressed in U.S. dollars)

   
Three Months Ended June 30, 2010
   
Three Months Ended June 30, 2009
   
Six Months Ended June 30, 2010
   
Six Months Ended June 30, 2009
 
Expenses:
                       
General and administrative
  $ (257,290 )   $ (151,986 )   $ (440,083 )   $ (413,370 )
Impairment
    -       -       -       -  
Other income and expenses
                               
Revenue for services
    -       12,865       -       12,865  
Gain on disposition exploration property
    575,000       -       575,000       -  
Gain on sale of investment held for sale
    47,187       (8,006 )     310,931       (2,629 )
Interest income
    -       -       -       -  
Settlement of lawsuit
    -       -       -       -  
Net income (loss) for the periods
  $ 364,897     $ (141,127 )   $ 445,848     $ (403,134 )
                                 
Other comprehensive income:
                               
Net unrealized gain (loss) on investments held for sale for periods
  $ (83,836 )   $ -155,263     $ 83,486     $ (106,762 )
Foreign exchange adjustment
    (23,646 )     27,740-       (5,645 )     12,850  
Total other comprehensive gain (loss) for the periods
  $ (107,482 )   $ 183,003     $ 77,841     $ (93,912 )
                                 
Total comprehensive net gain (loss) for the periods
  $ 257,415     $ 35,876     $ 523,689     $ (497,046 )
                                 
Basic earnings (loss) per share
  $ 0.01     $ (0.01 )   $ 0.01     $ (0.00 )
                                 
Weighted average common shares outstanding
    57,445,987       57,445,987       57,445,987       57,445,987  

The accompanying notes are an integral part of these financial statements


Mogul Energy International, Inc.
(an exploration stage company)
Statements of Cash Flows
For the Six Months Ended June 30, 2010 and 2009 and
For the Period July 25, 2005 (inception) to June 30, 2010
(Expressed in U.S. dollars)

   
Six Months Ended June 30, 2010
   
Six Months Ended June 30, 2009
 
Operating Activities
           
Net income (loss) for periods
  $ 445,849     $ (403,134 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation (Office)
    -       -  
Impairment
    -       -  
Shares and options for services
    -       -  
Gain on disposition of exploration Property
    (575,000 )     -  
Gain on investment held for sale
    (310,931 )     2,629  
Changes in non-cash working capital
               
Accounts payables ( decrease) increase
    (122,976 )     (349,016 )
GST receivable (decrease) increase
    (2,193 )     38,049  
Prepaid
    (61,098 )     (8,398 )
Payable settlement
    -       -  
Cash used in operating activities
  $ (626,349 )   $ (719,870 )
Investing Activities
               
Purchase equipment
    -       -  
Proceeds - sale of investments held for sale
    448,806       57,578  
Proceeds from the disposition of exploration property
    1,000,000          
Exploration and evaluation
    (21,472 )     (193,731 )
Cash used for investing activities
  $ 1,427,334     $ (136,153 )
Financing Activities
               
Loans from shareholders
    (145,320 )     -  
Bank indebtedness
    (43,110 )     -  
Loans receivable
    -       -  
Proceeds from sale of equity securities
    -       -  
Cash from financing activities
  $ 188,430     $ -  
Foreign exchange adjustment
    (5,645 )     12,850  
Increase (decrease) in cash during periods
    606,910       (843,173 )
Cash beginning of periods
    7,481       845,173  
Cash at end of periods
  $ 614,390     $ 2,078  
Interest paid during period
    32,972       -  
Taxes paid during period
    -       -  
                 
Schedule of Non-cash Transactions
               
                 
Expiration of shareholder warrants
    62,185       -  
Net unrealized gain on investments held for sale
  $ (83,836 )   $  -  
 
The accompanying notes are an integral part of these financial statements


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

NOTE 1 - Organization and Nature of Business

Mogul Energy International, Inc. (Company) was formed as a Delaware corporation on July 25, 2005 to engage in the business of oil and gas exploration.  The Company’s business activities included financing to acquiring drilling prospects and exploration for oil and gas.

The Company acquires low entry cost exploration prospects, as measured on a dollar per barrel for proven and potential reserves in proximity to producing oil fields.

In managements opinion all of the adjustments necessary for a fair statement of the results of the interim period ended June 30, 2010 have been made, such adjustments are of a normal recurring nature.  These financial statements for the three months ended June 30, 2010 should be read in conjunction with our audited financial statements for the year ended December 31, 2009.

NOTE 2 - Going Concern

The Company is considered an exploration stage corporation because it has had no revenues from its intended principal business and has not yet achieved commercial production.

The Company has a history of operating losses, and a $6,276,057 accumulated deficit through June 30, 2010 ($6,528,740 - June 30, 2009).  This and other factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management plans to address these matters through the sale of additional shares of its common stock and/or additional borrowings to finance the Company’s operations and/or the sale of assets to achieve profitable operations through successful exploration and development of oil and gas properties.

Although there is no assurance that the Company will be successful in these actions, management believes that it will be able to secure the necessary financing to continue operations for the foreseeable future.  Accordingly, these financial statements do not reflect adjustments to the carrying value of assets and liabilities, the reported expenses and balance sheet classifications used that would be necessary if the going concern assumption were not appropriate.  Such adjustments would be material and would have an adverse effect on the ability of the Company to continue as a going concern.

NOTE 3 - Investment Held for Sale

At June 30, 2010 the Company held 300,000 common shares of Sea Dragon Energy Inc., a Canadian company trading on the TSX Venture exchange under the symbol SDX.  This investment is accounted for as held for sale.

NOTE 4 - Goods and Services Tax Receivables (GST)

The Company’s GST receivable was $20,403 at June 30, 2010 and $14,120 at June 30, 2009.  This receivable relates to the Goods and Services Tax (Canada). The Company anticipates the full amount to be refunded within 12 months of the balance sheet date. Due to the nature of this receivable management does not consider an allowance for doubtful accounts to be necessary.

NOTE 5 - Foreign Exchange Rate

The Company’s functional and reporting currency is the United States Dollar.  Transactions denominated in foreign currencies are translated into US dollars at the rate of exchange in effect at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies have been translated to US dollars at the rate of exchange in effect at the balance sheet.  Non-monetary assets and liabilities are translated at the historical the historical rate of exchange.

The impact of unrealized monetary adjustments is reflected as the cumulative translation adjustment in the equity section of the balance sheet.  The foreign exchange translation adjustment loss was $154,103 for the period ended June 30, 2010 ($100,044 – June 30, 2009).  A realized foreign exchange loss of $22,818 was recognized for the period (gain of $4,439 – June 30, 2009) and was accounted for as an increase of general and administrative expenses during the six month period ended June 30, 2010.


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

NOTE 6 - Capital Stock

Common Stock

During the quarter ended March 31, 2008 the Company issued 2,383,000 shares of its common stock at $0.15 per share, related costs totaled $16,795.  In connection with the offering 135,051 finders’ fee warrants were granted allowing the holder to purchase one common share of the company for one Class B warrant and $0.15.  The warrants had a fair market value of $12,212 calculated using the Black-Scholes model: risk free rate 3.05%, share price $0.18, strike price $0.15, volatility 83% and dividend yield 0.00.

During the period ended June 30, 2008 the Company issued a total of 3,800,000 flow-through common shares, pursuant to the income tax laws of Canada (Income Tax Act, Canada).  Through a series of closings: 2,800,000, 400,000, and 600,000 closed on  June2, June 5 and June 11, 2008 respectively at $0.25 per flow-through common share for proceeds of $950,000.  The related tax impact will be recorded when the qualifying transaction expenditures are renounced to shareholders.  In addition, the company also issued 2,300,000 common shares as follows: on June 2, 2008 and 4,000,000 common shares and on June 11, 2008 for a total of 6,300,000 shares of its common stock at $0.20 per share for total proceeds of $1,260,000.  Share issuance costs associated with the two classes of financings that closed in June amounted to $102,444 in cash and finder’s fee warrants granted as follows:

 
·
52,500 warrants each of which allows the holder to purchase one common share of the Company for $0.20 per share expiring on December 20, 2009.  The fair market value of the warrants was $11,807 calculated using the Black-Scholes method: risk free rate 2.71%, share price $0.225, strike price $0.20, volatility 520% and dividend yield $0.00.

 
·
224,000 warrants each of which allows the holder to purchase one common share of the Company for $0.20 per share expiring on June 11, 2010.  The fair market value of the warrants was $57,378 calculated using the Black-Scholes method: risk free rate 2.71%, share price $0.225, strike price $0.20, volatility 520% and dividend yield $0.00.

 
·
432,500 warrants each of which allows the holder to purchase one common share of the Company for $0.20 per share expiring on December 20, 2009.  The fair market value of the warrants was $97,183 calculated using the Black-Scholes method: risk free rate 2.71%, share price $0.225, strike price $0.20, volatility 520% and dividend yield $0.00.

Warrant and Options

At June 30, 2010 all outstanding shareholder and finder’s fee warrants had expired.

The following are details related to warrants issued by the company to shareholders:

June 30, 2010

   
Shares
   
Weighted Average Exercise Price
 
Outstanding warrants at beginning of the period
    1,366,667     $ 0.40  
Warrants Granted
    -       -  
Exercised
    -       -  
Forfeited
    -       -  
Expired
    (1,366,667 )   $ 0.40  
Outstanding at the end of period
 
Nil
      -  


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

Fair Value Assumptions – The fair value of warrants and options granted is estimated on the date granted using the Black-Scholes option pricing model with following weighted average assumptions used for the grants:

 
1.
For the period ended September 30, 2007, risk free interest rates ranging from 3.73% to 4%, expected dividend yields of zero, expected life ranging from two years, and expected volatility ranging from 2% to 51%.

 
2.
For the year ended December 31, 2006 the valuation of the warrants was estimated on a reasonability test as the stock was not publicly traded at that time.

The following are details related to warrants issued by the company as finders’ fees:

   
June 30, 2010
 
   
Shares
   
Weighted Average Exercise Price
 
Outstanding warrants at beginning of period
    276,500     $ 0.20  
Warrants granted
    -       -  
Exercised
    -       -  
Forfeited
    -       -  
Expired
    950,106     $ 0.20  
Outstanding at the end of period
 
nil
    $ 0.20  

 
1.
For the period ended June 30, 2008, risk free rate was 2.71%, expected dividend yield was zero, expected life ranged from 18 months to 2 years, and expected volatility of 520%.


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

 
2.
For the period ended December 31, 2007, risk free rate was 3.05%, expected dividend yield of zero, expected life of 2 years, and expected volatility of 82%.

A summary of the status of the warrants under various agreements follows for the period ended June 30, 2010:

Warrants Outstanding
   
Warrants Exercisable
 
Range of Exercise Prices
 
Number Outstanding
 
Weighted Average Remaining Contractual Life (years)
   
Weighted Average Exercise Price
 
Number Exercisable
 
Weighted Average Remaining Contractual Life (years)
 
$ 0.15 to $0.25  
nil
    -     $ 0.20  
Nil
    -  

Employee Stock Option Plan

On August 7th, 2007 the Company granted 2,250,000options to Directors and employees of the Company.  These options vest at a rate of 20% per quarter.  These options were fully vested as of August 7th, 2008.

The following table summarizes the continuity of the Company’s stock options:

June 30, 2010

   
Options
   
Weighted Average Exercise Price
   
Weighted Average Remaining Life (years)
 
Options outstanding
    2,250,000     $ 0.30       2.10  
Exercised
    -       -          
Forfeited
    -       -          
Expired
    -       -          
Outstanding at the end of period
    2,250,000,     $ 0.30       2.10  

The fair value of the options was calculated using the Black Scholes method: risk free rate 3.73%, share price $0.28, strike price $0.30, volatility 51% and dividend yield 0.00.

Preferred Stock

The Company’s Articles of Incorporation authorize its Board of Directors, without approval from the common shareholders, to issue 10,000,000 shares of preferred stock in any series, rights and preferences as determined by the Board. Preferred shares may be issued that: have greater voting rights than the common stock, diluting the value of any outstanding shares of common stock.


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

NOTE 7 – Related Party Transactions

On June the 19th, 2010 the company received $292,500 in the form of a promissory note from Mogul Energy Ltd., a company owned by the brother of the President of  the company,   The loan called for interest payment  of CAD$10,000  per month for the period of time in which the loan was outstanding without any notice, bonus or penalty.  The promissory note was repaid on April 28, 2010 and interest paid was equivalent to US$32,972.

During the period the Company entered into a consulting contract with a related party to assist in the negotiations and related activities required to conclude the sale of this asset for CAD$4,000 per month for four months.  Total disbursements under this contract were equivalent to US$15,133.

NOTE 8 - Oil and Gas Properties

Disposition of EWA Concession Agreement 20% Working Interest

On March 21, 2008, the Company entered into an Agreement of Purchase and Sale with Egypt Oil Holdings Ltd. (Egypt Oil), Sea Dragon Energy Inc. (Sea Dragon) and Dover Investments Ltd.  The Agreement, with an effective date of March 21, 2008, was part of a larger transaction (the “Transaction”) that closed on April 24, 2008.  The Transaction resulted in the sale of the Company’s 20% working interest in the East Wadi Araba Concession Agreement (Concession) to Sea Dragon in exchange for satisfaction of the Company’s outstanding “Cash calls payable” ($759,306) related to the Company’s drilling program on the Concession, a cash payment of $100,000 CDN plus 4,000,000 shares of Sea Dragon’s common stock, valued at an estimated $0.15 per share based on a recent share offering of Sea Dragon, a publicly traded Company.  Ninety percent of Sea Dragon’s shares received by the Company for this transaction were placed in escrow.  The terms of the escrow called for the  release of these shares on the earlier of: (i) the Company announcing the drilling results of the second exploratory well drilled on the Concession (note 5); or (ii) July 31, 2009.

A further $76,667 capitalized prior to April 25, 2008 and was subsequently assessed as impaired.  The corresponding accounts payable were assumed by EOH as a part of the Purchase and Sale agreement with Egypt Oil and Sea Dragon.

Saskatchewan Exploration Program

The Company commenced an exploration program in 2008 on its leased properties located in eastern Saskatchewan.

Ryerson 16-17-009-31W1M

The first well encountered a heavily oil stained, marginal reservoir within the Bakken interval.  This well has been suspended.  At June 30, 2010 a determination cannot be made regarding the extent of oil reserves that should be classified as proved reserve.  Based on the geology and proximity to producing properties the Company has determined that although prior freehold leases in the area expired, this quarter section which has been retained and its associated well still has value.  If the Company fails to acquire the capital necessary to develop this well it will either have to farm-in, sell or abandon the well.  The Company plans to commission a reserve report for the property in 2010.


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

Walpole 8-3-11-32W1M

A second well was abandoned after encountering a wet zone at the Bakken reservoir level.

Reclamation costs and abandonment cost associated with the 2008 drilling program amount to $31,131 and were classified to accounts payable and capitalized under the full cost method to exploration and evaluation.

Further exploration in Saskatchewan has been postponed due to expiration of the leased property, a lack of resources and falling oil prices.  The Company has realized an impairment charge of $1,203,247 related to the expiration of substantially all leased property assets and their related acquisition costs previously capitalized on the balance sheet as Exploration and Evaluation.  A further impairment charge of $412,134 has been recognized for the dry hole and other related costs of the 2008 exploration program.  The suspended well costs have been recorded as a capitalized asset pending the determination of reserves.


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

United States (Excelaron)

On February 12, 2009 the Company entered into an agreement with Excelaron LLC (“Excelaron”), a California company, whereby Excelaron has agreed to permit the Company to subscribe for a 40% Members Percentage Interest in Excelaron.  In substance the subscription of this interest is contingent upon the Company making a $2,300,000 capital contribution to be used to acquire and develop oil and gas lease agreements that Excelaron has entered into.  These leases are located in California.  Should the Company not meet the contingent payment amounts its interest in Excelaron would be significantly reduced.  For every $250,000 invested below $1,000,000 the company would receive a 2% interest in Excelaron and 5% for each $250,000 above the $1,000,000 threshold.  As of March 31, 2010 the Company’s investment in Excelaron totaled $425,000,

On October 5, 2009 the Company entered a binding letter of intent with Vesta Capital Corp (“Vesta”), Excelaron and other parties pursuant to which we agreed to sell and assign our 40% interest in Excelaron in exchange for 38,500,000 common shares of Vesta (the “Vesta Shares”), as part of a qualifying transaction (collectively, the “Excelaron Transaction”) in accordance with the policies of the TSX Venture Exchange pursuant to which Vesta would become a publicly traded company on the TSX-V.  While the original agreement was not executed the parties continued to negotiate in good faith.

On January 12, 2010 the Company was party to a Definitive Agreement, whereby the Company was to relinquish its interest in Excelaron to Vesta Capital Corporation, a Canadian pool company on the TSX Venture Exchange (“TSX-V”) and United Hydrocarbon Corporation (“UHC”), a related company incorporated in Ontario, Canada as part of a Qualifying Transaction on the TSX-V.

The Company made an advance to Excelaron in the form of a loan of $425,000 on January 14th, 2010.  The loan called for interest of $10,000 per month for the period in which the loan was outstanding.  This principle and interest were completely repaid on April 30, 2010.

On March 26, 2010 following several amendments to the Definitive Agreement, an amended Qualifying Transaction Agreement was executed (the “Amended Qualifying Transaction Agreement”) pursuant to which we agreed to accept, in lieu of the Vesta Shares, an aggregate of $1,000,000 Canadian Dollars and the reimbursement of approximately, $425,000 of advances made by us to Excelaron, in exchange for the Excelaron Interest.

Pursuant to the terms of the Amended Qualifying Transaction Agreement the Company sold its 40% interest in Excelaron for the equivalent of approximately US$1,000,000 based on the foreign exchange rate of $1US equivalent to $1CAD on the date of the transaction with UHC and for the reimbursement of US$425,000 for advances made to Vesta.

Upper Texas Gulf Coast

On June 29, 2010 the Company announced that it had signed a non binding Letter of Intent (“LOI”) with Powderhorn Energy, LLC and its financial partners (collectively “Powderhorn”).  Subject to additional agreements between both entities Powderhorn will participate in the proposed drilling program offered by the Company along the Upper Gulf Coast.  The terms and conditions which will constitute a binding agreement between the entities with respect to the transaction contemplated are currently being negotiated.  The termination date of the LOI has been extended by mutual agreement beyond the original termination date of July 19, 2010.  Costs of $9,153 have been capitalized under the companies full cost policy for exploration and evaluation, the costs pertain to negotiations for mineral leases in the region.


NOTE9 - Flow-through financing

The Company raised a total of CAD$1,754,984 in 2007 and 2008 on a flow-though basis.  These amounts have been renounced to investors on a look-back basis.  Under the Act the funds are required to be used for qualified Canadian Exploration Expenditures (CEE).  At December 31, 2009 the company estimated that is has spent approximately CAD$1,028,414 on qualified capital exploration expenditures leaving a commitment of approximately CAD$726,000 that is required to be spent on exploration in Canada by July of 2010 and relates to the second tranche of financing that took place in 2008.  Should the Company not meet this commitment it may have to adjust the amount of capital exploration expenses renounced to investors and/or be subject to penalties assessed by the Canadian Revenue Agency (“CRA”).  The Company estimates the amount of penalties due and payable for the delay in using the funds raised for qualified CEE as of June 3, 2010 is approximately $36,400 which has been booked as an accrual to accounts payable.  On April 28, 2010 the Company remitted $21,688 to CRA to cover the liability for 2009.


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

NOTE 10 - Commitments

Office Leases

The Company rents office space in Seattle, Washington on a month-to-month basis for $375 per month, and CAD$1,314 per month for office space in Vancouver, British Columbia, Canada.

As of January 1, 2010 the Company entered into a new five year lease for  office space in Toronto, Canada at a monthly cost of CAD$8,838 (approximately US$8,424).

NOTE 11 - Contingencies

Environmental Uncertainties

The Company may be exposed to financial risks in the oil and gas exploration business for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

Governmental Regulations and Licensing

In order to drill for, recover, transport or sell any gas or oil from the properties subject to the Company’s drilling rights, the Company will generally be required to obtain additional licenses and permits and enter into agreements with various landowners and/or government authorities. The issuance of these permits and
licenses generally will be contingent upon the consent of the governmental authority having jurisdiction over the property, which entities have broad discretion in determining whether or not to grant such authority. These licenses, permits, and agreements will generally contain numerous restrictions and require payment of development and exploration fees and royalties typically based on the recoverable reserves or expenditures. The amount of any such fee and royalties and other terms will determine in part, the commercial viability of any extraction prospect.

NOTE 12 - Loss Per Share

Loss per share is calculated using the weighted average number of shares issued during the relevant period. The weighted average number of common shares was 57,445,987 for the period ended June 30, 2010.


Mogul Energy International, Inc.
Notes to the June 30, 2010 and 2009 Financial Statements

NOTE 13 - Capitalized costs relating to the oil and gas acquisitions and exploration activity

Schedule “A”Canada
     
Additions during 2008:
    -  
Exploration
  $ 832,035  
Lease property acquisition costs
    15,612  
Less accumulated depreciation, depletion, amortization and impairment
    (1,615,381 )
Net book value December 31, 2008
  $ 435,512  
Additions: during 2009
    62,720  
Net book value December 31, 2009
    498,232  
Exploration
    -  
Additions: during 2010
    12,320  
Net book value of Canadian Assets at June 30, 2010
    510,552  
         
Schedule “B”United States*
       
Cost at January 1, 2008
  $ -  
Additions: payment for 40% of Excelaron (Contingent)
    425,000  
Reduction: repayment by Vesta to acquire interest in Excelaron
    (425,000 )
Additions: acquisition costs related to leases for oil and gas rights in Texas
    9,153  
Net book value of U.S. Assets at June 30, 2010
  $ 9,153  


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events and/or our future financial performance.  Generally, you can identify forward-looking statements by terminology such as “intends,” "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", or "potential" or the negative of these terms or other comparable terminology.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties.  These statements reflect only our current expectations and involve known and unknown risks, uncertainties and other factors, many of which are unforeseen, including the risks in Item 1A entitled "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  You should not place undue reliance on these forward-looking statements.  These forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this Quarterly Report.

In this Quarterly Report, unless otherwise specified, all references to "common shares" refer to common shares in the capital of Mogul Energy International, Inc., and the terms "we" "us" and "our" mean Mogul Energy International, Inc. (the “Company” and “Registrant”).

General Development of Business

We are a Delaware corporation formed on July 25, 2005, with our principal place of business in Seattle, Washington.  We also maintain an office in Vancouver, British Columbia and Toronto, Ontario, Canada.  We are an independent oil and gas exploration company established to take advantage of low cost acquisition opportunities near other producing and proven oil fields.  To date, we have not generated any operating revenues.  The address of our website is www.mogulenergy.com. Information on our website is not part of this report.

The company’s strategy going forward will be to acquire oil and gas properties that have existing reserves behind pipe.  Existing well bores with proven oil and gas reserves behind pipe can usually be purchased for a fraction of the original cost to drill and complete a new well. Property purchased with proven reserves reduce the risk of not finding hydrocarbons and are economically viable to develop due to the elimination of the associated cost of finding the hydrocarbons. After the property has been purchased, the primary cost for establishing new production is the re-completion cost.

These initial prospects are the start to an existing inventory of dozens of leads and areas of interest that continue to be finalized.  These include:
 
·
Exploitation opportunities,
 
·
Prospects in existing fields,
 
·
Exploration opportunities,

We intend to focus our immediate efforts primarily on on-shore, by-passed and offset discovered hydrocarbons in the United States.

Current opportunities will provide the company with several prospects that are in shallow zones near wells that produced from a variety of formations in the past.  We have partnered with several geologists and geophysicists that specialize in the upper Texas Gulf Coast area to identify offset well locations to wells that have produced large quantities in the past, and, near wells that continue to produce today.  Many of these zones were considered non commercial many years ago.  However, at today’s prices, these wells are expected to be profitable.


Milestones

On February 11, 2009 the Company entered into an agreement with Excelaron LLC (“Excelaron”), California company, whereby Excelaron has agreed to permit the Company to subscribe for a 40% Members Percentage Interest in Excelaron.  In substance the subscription of this interest is contingent upon the Company making a $2,300,000 capital contribution to be used to acquire and develop oil and gas lease agreements that Excelaron has entered into.  These leases are located in California.  Should the Company not meet the contingent payment amounts its interest in Excelaron would be significantly reduced.  For every $250,000 invested below $1,000,000 the company would receive a 2% interest in Excelaron and a 5% for each $250,000 above $1,000,000.

On September the 9, 2009 the Company entered into an Extension Agreement with Excelaron LLC to extend the time for the Company to make the capital contribution that was subject to the Agreement dated February 11, 2009 between the Company and Excelaron.  On September 25, 2009 the Company made a payment of $100,000 under the agreement and an additional payment subsequent to the period end of $150,000.  The Extension Agreement requires that within 60 days of the execution of the agreement subject to being extended for a period of up to an additional 45 days if necessary a further $1,000,000 payment be made.  Subsequently, upon issuance of the Environmental Impact Report approving the Huasna Project a final payment of $875,000 is to be paid.  For more information, see the Company’s Current Report on Form 8-K filed on October 2, 2009.

On or about September 21, 2009 the Company executed a letter of intent (“LOI”) with Vesta Capital Corp (“Vesta”), a Canadian Capital Pool company that is a reporting issuer in Canada; United Hydrocarbon Corporation (“UHC”), a Canadian company; and Barisan Energy Limited (“Barisan”), an Australian company (collectively the “Parties”).  Pursuant to the LOI, the Parties agreed to negotiate and use reasonable efforts to conclude a definitive agreement (the “Definitive Agreement”) regarding a proposed business combination (the “Proposed Transaction”).  Under the Proposed Transaction, if completed, Vesta would acquire an aggregate 65% interest in Excelaron through the acquisition of the Company’s 40% interest in Excelaron, the acquisition of UHC’s 25% interest in Excelaron and the acquisition of Barisan’s 4% interest in Excelaron.  Vesta would issue 65 million shares:  38.5 million to the Company; 22.5 million to the shareholders of UHC and 4 million to Barisan.  Upon completion of the Proposed Transaction, Vesta would own 44% of Excelaron directly and 21% through a wholly owned subsidiary UHC.  The Proposed Transaction is subject to a number of conditions and regulatory approvals, including the TSX approval, satisfaction of corporate governance requirements, and completion of a private financing of UHC.

On January 12, 2010 the Company was party to a Definitive Agreement, whereby the Company was to relinquish its interest in Excelaron to Vesta Capital Corporation, a Canadian pool company on the TSX Venture Exchange (“TSX-V”) and United Hydrocarbon Corporation; a related company incorporated Ontario, Canada.  This was to be a part of Vesta’s Qualifying Transaction on the TSX-V.  While the original agreement was not executed the parties continued to negotiate in good faith.

The Company made an advance to Excelaron in the form of a loan of $425,000 on January 14th, 2010.  The loan called for interest of $10,000 per month for the period in which the loan was outstanding.  This principle and interest were completely repaid on April 30, 2010.

On March 26, 2010 following several amendments to the Definitive Agreement, an amended Qualifying Transaction Agreement was executed (the “Amended Qualifying Transaction Agreement”) pursuant to which we agreed to accept, in lieu of the Vesta Shares, an aggregate of $1,000,000 Canadian Dollars and the reimbursement of approximately, $425,000 of advances made by us to Excelaron, in exchange for the Excelaron Interest.

On April 28, 2010 pursuant to the terms of the Amended Qualifying Transaction Agreement the Company sold its 40% interest in Excelaron for the equivalent of approximately US$1,000,000, to UHC and for the reimbursement of US$425,000 for advances made to Excelaron.

On June 29, 2010 the Company announced that it had signed a non binding Letter of Intent (“LOI”) with Powderhorn Energy, LLC and its financial partners (collectively “Powderhorn”).  Subject to additional agreements between both entities Powderhorn will participate in the proposed drilling program offered by the Company along the Upper Gulf Coast.  The terms and conditions which will constitute a binding agreement between the entities with respect to the transaction contemplated are currently being negotiated.  The termination date of the LOI has been extended by mutual agreement beyond the original termination date of July 19, 2010.


Material Changes in Financial Condition and Results of Operations

Selected Quarterly Financial Information

   
June 30, 2010
   
June 30, 2009
 
Cash
    614,390       2,078  
Investments
    83,066       389,475  
Working capital
    731,981       233,569  
Total assets
    1,073,059       1,919,120  
Total Liabilities
    94,493       210,246  
Shareholders' equity
    1,251,685       862,813  
Share capital
    7,345,741       7,066,537  
Weighted average common shares outstanding
    57,445,987       57,445,987  
Retained loss
    (6,276,057 )     (6,528,740 )
Cash flow from operations
    (626,3490 )     (111,445 )
Net income gain (loss)
    445,849       (147,127 )
Loss per share
    0.01       (0.01 )

Cash at June 30, 2010 increased to $614,390 ($2,017 – June 30, 2009) due to the sale of the 40% Membership Interest in Excelaron (“Excelaron Interest”) for the equivalent of $1,000,000 at the time of sale.  Approximately $442,500 of loans from shareholders was repaid during the current period and accounts payable was reduced to $94,493 ($210,246 – June 30, 2009).  The company also received $425,000 as the repayment of a loan receivable from Vesta.

At June 30, 2010, we had total assets of $1,073,059 as compared to $1,919,120 for the comparable quarter in 2009.  The decrease in total assets was a result of the sale of our Excelaron Interest, a capitalized asset.  We also reduced our holdings of the shares of Sea Dragon Energy Inc., classified as investments held for sale.  The company has reduced its capitalized assets under exploration and evaluation from $629,244 at June 30, 2009 to $519,705 at June 30, 2010.

Cash outflow from operating activities was $626,349 attributable primarily to deductions associated with the gain on the investment held for sale and the Excelaron Interest, $310,931 and $575,000 respectively ($706,156 – June 30, 2009).

The Company reported a net gain of $445,849 for the six month period ended June 30, 2010, compared to a net loss of $403,134 for the comparable quarter in 2009.  This gain was attributable to gains on the sale of investments held for sale and the sale of the Excelaron Interest.
 
 
 
Six Months Ended June 30, 2010
 
 
Six Months Ended June 30, 2009
 
Expenses
 
 
 
 
 
 
General & Administration:
 
 
 
 
 
 
Internet and telephone
 
 
7,999
 
 
 
8,549
 
Professional fees
 
 
109,281
 
 
 
127,473
 
Rent
 
 
36,556
 
 
 
27,576
 
Travel & Promotion
 
 
57,537
 
 
 
56,758
 
Wages
 
 
139,813
 
 
 
117,453
 
Other
 
 
89,798
 
 
 
75,560
 
Total General and administration expenses
 
 
(440,083)
 
 
 
(413,370)
 
Impairment on resource properties
 
 
-
 
 
 
-
 
Gain on disposition EWA
 
 
-
 
 
 
-
 
Gain on sale of held for sale
   
310,931
     
2,629
 
Gain on sale of Excelaron 40% Membership Interest
   
575,000
     
-
 
Service revenue
   
-
     
12,865
 
Net Income
   
445,849
     
403,134
 

General expenses for the six months ended June 30, 2010 increased $26,712 over the corresponding period in 2009 due to increased  travel costs and additional geological and geophysical cost classified under other expenses.

We have suffered recurring losses from operations.   The cumulative deficit since inception amounts to $6,276,057.  The continuation of our business is dependent upon obtaining further financing, a successful program of acquisition and exploration, and, finally, achieving a profitable level of operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.


Item 3. 
Quantitative and Qualitative Disclosures About Market Risk

No information is provided under this Item because the Company is a smaller reporting company.

Item 4T. 
Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

As required under the Exchange Act, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the period covered by this report, being June 30, 2010. We are responsible for establishing and maintaining adequate internal controls and procedures for the financial reporting of our company. Disclosure control and procedures are the controls and other procedures that are designed to ensure that we record, process, summarize and report in a timely manner the information that we must disclose in reports that we file with or submit to the SEC.  Our management has concluded, based on their evaluation, that as of June 30, 2010, as the result of the material weaknesses, our disclosure controls and procedures were ineffective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.  For more information, see Item 9A – Controls and Procedures – in Part II of our Annual Report on Form 10-K for the year ended December 31, 2009.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.


PART II

OTHER INFORMATION

Item 1. 
Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. 
Risk Factors

There have been no material changes to the risk factors previously disclosed in Item 1A – Risk Factors – in Part I of our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 2. 
Unregistered Sales of Equity Securities and Use of Proceeds

Between January 1, 2010and June 30, 2010, the Company did not sell any equity securities of the Company which were not registered under the Securities Act.

Item 3.
Defaults Upon Senior Securities

None

Item 4.
Submission of Matters to a Vote of Securities Holders

None

Item 5.
Other Information

There have been no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.


Item 6. 
Exhibits

Exhibit Number
 
                    Description
     
(3)
 
(i) Articles of Incorporation; and (ii) Bylaws
     
3.1
 
Certificate of Incorporation (1)*
3.2
 
By-laws (1)*
     
3.3
 
Form of Registration Rights Agreement with the Selling Shareholders (1)*
3.4
 
Form of Subscription Agreement ($0.001) (2)*
3.5
 
Form of Subscription Agreement ($0.15) (2)*
3.6
 
Form of Subscription Agreement ($0.40) dated for reference July 28, 2005 (2)*
3.7
 
Form of Subscription Agreement ($0.40) dated for reference October 31, 2005 (2)*
3.8
 
Form of Subscription Agreement ($0.40) dated for reference January 19, 2006 (2)*
3.9
 
Form of Flow Through Subscription Agreement ($0.40) dated for reference February 8, 2006 (2)*
3.10
 
Form of Subscription Agreement for Unit Offering dated for reference April 11, 2006 (2)*
3.11
 
Form of Subscription Agreement ($0.15) dated for reference December 12, 2007 (incorporated by reference from our Current Report on Form 8-K filed on February 15, 2008)*
3.12
 
Form of Flow Through Subscription Agreement ($0.18) dated for reference December 12, 2007 (incorporated by reference from our Current Report on Form 8-K filed on February 15, 2008)*
     
(4)
 
Instruments Defining the Rights of Security Holders
4.1
 
2007 Stock Incentive Plan (incorporated by reference from our Current Report on Form 8-K filed on August 10, 2007)*
     
(5)
 
Opinion re Legality
5.1
 
Opinion of Sierchio Greco & Greco, LLP (3)*
     
(10)
 
Material Contracts
10.1
 
A Binding Farm-Out Agreement East Wadi Araba Concession dated August 6, 2005 (1)*
10.2
 
A Binding Joint Venture Agreement - Egypt dated August 7, 2005 (1)*
10.3
 
Farm-Out Agreement dated September 29, 2005 (1)*
10.4
 
Farm-out Agreement dated November 8, 2005 (1)*
10.5
 
Assignment Agreement-East Wadi Araba Concession dated December 9, 2005 (1)*
10.6
 
Assignment Agreement dated December 9, 2005 (1)*
10.7
 
Amendment to Binding Farm-Out Agreement East Wadi Araba Concession-Egypt dated March 30, 2006 (1)*
10.8
 
Assignment Agreement dated April 4, 2006 (1)*
10.9
 
Concession Agreement for Petroleum Exploration and Exploitation (the "Concession Agreement") between Dover, the Arab Republic of Egypt and the Egyptian General Petroleum Corporation (“EGPC”) dated July 18, 2002 (1)*
10.10
 
East Wadi Araba Concession - Gulf of Suez, Egypt Amending Agreement dated April 13, 2006 (1)*
10.11
 
Deed of Assignment submitted May 30, 2006 (1)*
10.12
 
A Binding Agreement dated April 14, 2005 (1)*
10.13
 
Agreement dated October 2, 2006 with Ernie Pratt (2,3)*
10.14
 
Office Lease Agreement as amended (2)*
10.15
 
Promissory note dated April 1, 2006 in the aggregate amount of $113,791.35 (2)*
10.16
 
Assignment Agreement dated January 24, 2007 (2)*
10.17
 
Letter of Intent dated July 30, 2007 (incorporated by reference from our Current Report on Form 8-K filed on August 7, 2007)*
10.18
 
Form of Stock Option Agreement (incorporated by reference from our Current Report on Form 8-K filed on August 10, 2007)*
     
(14)
 
Code of Ethics
14.1
 
Code of Ethics (5)*
     
(23)
 
Consents of Experts and Counsel
23.1
 
Consent of Sierchio Greco & Greco, LLP (included in Exhibit 5.1) (3)*
23.2
 
Consent of Jorgensen & Co. (incorporated by reference from our Registration Statement on Form SB-2/A filed on May 8, 2007) (1,2,3,4)*
23.3
 
Consent of Chapman Petroleum Engineering Ltd. (1,2,3,4)*
     
(31)
 
Certifications
 
Certification of Principal Executive Officer pursuant to Section 302
 
Certification of Principal Financial and Accounting Officer pursuant to Section 302
 
Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 1350
     
(99)
 
Additional Exhibits
99.1
 
List of Freehold Properties Leases (1)*
99.2
 
Evaluation of Resource Potential East Wadi Araba Concession, Offshore Gulf of Suez, Egypt (1)*
99.3
 
Settlement Agreement dated January 24, 2007 (2)*

* Previously filed.

1 Filed with our Registration Statement on Form SB-2 on November 17, 2006, and incorporated herein by reference.
2 Filed with our Registration Statement on Form SB-2/A on February 6, 2007, and incorporated herein by reference.
3 Filed with our Registration Statement on Form SB-2/A on March 29, 2007, and incorporated herein by reference.
4 Filed with our Registration Statement on Form SB-2/A on April 25, 2007, and incorporated herein by reference.
5 Filed with our Annual Report on Form 10-K, for the year ending December 31, 2008, and incorporated herein by reference.
6 Filed with our Annual Report on Form 10-K, for the year ending December 31, 2009, and incorporated herein by reference.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
MOGUL ENERGY INTERNATIONAL, INC.


/s/ Naeem Tyab

By: Naeem Tyab, President
(Principal Executive Officer)
(Principal Financial Officer)

Dated:  August 16, 2010
 
 
F-19