UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

x xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 20072008

OR

¨oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from         to


Commission File No. 0-6994


MEXCO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
 
Colorado84-0627918
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification Number)
214 West Texas Avenue, Suite 1101
Midland, Texas79701
(Address of principal executive offices)
(Zip code)
214 West Texas Avenue, Suite 1101, Midland, Texas 79701
(Address of principal executive offices)

(432) 682-1119
(Registrant’s telephone number, including area code)


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 xþ NO o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”smaller reporting company as defined in ruleRule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o¨
Accelerated Filer o¨
Non-Accelerated Filer xþ
Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o¨ NO xþ

The number of shares outstanding of the registrant’s common stock, $0.50 par value, as of August 9, 200712, 2008 was 1,776,366.1,874,866.

MEXCO ENERGY CORPORATION

Table of Contents

 Page
PART I. FINANCIAL INFORMATION
 
   
Item 1.Consolidated Balance Sheets as of June 30, 2007
2008 (Unaudited) and March 31, 200720083
   
 Consolidated Statements of Operations (Unaudited) for
the three months ended June 30, 20072008 and June 30, 200620074
   
 Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) as of June 30, 2008  5
Consolidated Statements of Cash Flows (Unaudited) for
the three months ended June 30, 20072008 and June 30, 200620075  6
   
 Notes to Consolidated Financial Statements (Unaudited)6  7
   
Item 2.Management's Discussion and Analysis of Financial Condition
and Results of Operations8  9
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk1011
   
Item 4.Controls and Procedures1012
   
PART II. OTHER INFORMATION
11
   
Item 1.Legal Proceedings12
Item 1A.Risk Factors12
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds12
Item 3.Defaults upon Senior Securities12
Item 4.Submission of Matters to a Vote of Security Holders12
Item 5.Other Information12
Item 6.Exhibits and Reports on Form 8-K12
   
SIGNATURES
1113
  
CERTIFICATIONS
 

Page 2

Mexco Energy Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
 June 30,
 
March 31,
 
 June 30, March 31, 
 
2007
 
2007
 
 2008 2008 
 
(Unaudited)
 
 
  (Unaudited)   
ASSETS
          
Current assets          
Cash and cash equivalents $106,933 $72,537  $220,713 $303,617 
Accounts receivable:              
Oil and gas sales  481,778  399,659   1,271,406  758,459 
Trade  256  2,987   255,286  102,403 
Income tax receivable  59,736  59,736 
Related parties  1,834  12,659 
Prepaid costs and expenses  40,578  65,986   48,846  22,062 
Total current assets  689,281  600,905   1,798,085  1,199,200 
              
Investment in GazTex, LLC  20,509  20,509   -  20,509 
              
Property and equipment, at cost              
Oil and gas properties, using the full cost method  21,017,432  20,526,431   24,578,655  23,941,483 
Other  51,412  51,412   61,362  61,362 
  21,068,844  20,577,843   24,640,017  24,002,845 
Less accumulated depreciation,       
depletion and amortization  11,413,162  11,240,277 
       
Less accumulated depreciation, depletion and amortization  12,258,740  12,019,895 
Property and equipment, net  9,655,682  9,337,566   12,381,277  11,982,950 
 $10,365,472 $9,958,980  $14,179,362 $13,202,659 
              
LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              
Current liabilities       
Accounts payable and accrued expenses $308,595 $154,074  $416,254 $571,526 
              
Long-term debt  875,000  700,000   2,275,000  2,600,000 
Asset retirement obligation  365,277  350,584   381,901  374,789 
Deferred income tax liability  997,018  978,686   1,227,413  1,196,280 
              
Commitments and contingencies       
              
Stockholders’ equity              
Preferred stock - $1.00 par value;       
10,000,000 shares authorized; none outstanding  -  - 
Common stock - $0.50 par value;       
40,000,000 shares authorized;       
1,840,366 shares issued; 1,776,366 shares outstanding  920,183  920,183 
Preferred stock - $1.00 par value; 10,000,000 shares authorized; none outstanding  -  - 
Common stock - $0.50 par value; 40,000,000 shares authorized; 1,948,866 and 1,841,366 shares issued; 1,864,866 and 1,757,366 shares outstanding as of June 30, 2008 and March 31, 2008, respectively  974,433  920,683 
Additional paid-in capital  4,325,279  4,291,892   5,207,460  4,381,269 
Retained earnings  2,905,891  2,871,085   4,123,518  3,584,729 
Treasury stock, at cost (64,000 and 59,525 shares, respectively)  (331,771) (307,524)
Treasury stock, at cost (84,000 shares)  (426,617) (426,617)
Total stockholders’ equity  7,819,582  7,775,636   9,878,794  8,460,064 
 $10,365,472 $9,958,980  $14,179,362 $13,202,659 

The accompanying notes are an integral part of the consolidated financial statements.
 
Page 3

Mexco Energy Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30,
(Unaudited)

 2008 2007 
 2007
 
2006      
Operating revenues:          
Oil and gas $850,144 $777,412  $1,672,587 $850,144 
Other  173  167   6,733  173 
Total operating revenues  850,317  777,579   1,679,320  850,317 
              
Operating expenses:              
Production  333,050  215,629   334,988  333,050 
Accretion of asset retirement obligation  6,611  4,984   6,938  6,611 
Depreciation, depletion and amortization  172,884  150,529   238,844  172,884 
General and administrative  269,624  261,493   281,661  269,624 
Total operating expenses  782,169  632,635   862,431  782,169 
              
Operating profit  68,148  144,944 
Income from operations  816,889  68,148 
              
Other income (expense):              
Interest income  338  292   336  338 
Interest expense  (15,348) (10,099)  (33,735) (15,348)
              
Net other expense  (15,010) (9,807)  (33,399) (15,010)
              
Earnings before income taxes and minority interest  53,138  135,137 
Income before income taxes  783,490  53,138 
              
Income tax expense (benefit):       
Income tax expense:       
Current  -  40,245   213,568  - 
Deferred  18,332  (127,660)  31,133  18,332 
  18,332  (87,415)  244,701  18,332 
              
Earnings before minority interest  34,806  222,552 
       
Minority interest in loss of subsidiary  -  4,738 
       
Net income $34,806 $227,290  $538,789 $34,806 
              
Net income per common share:       
Earnings per common share:       
Basic $0.31 $0.02 
Diluted $0.29 $0.02 
              
Basic: $0.02 $0.13 
Diluted: $0.02 $0.12 
Weighted average common shares outstanding:       
Basic  1,762,190  1,776,809 
Diluted  1,869,075  1,789,234 

The accompanying notes are an integral part of the consolidated financial statements.
Page 4

Mexco Energy Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

      Additional   Total 
  Common Stock Treasury Paid-In Retained Stockholders’ 
  Par Value Stock Capital Earnings Equity 
            
Balance at March 31, 2008 $920,683 $(426,617)$4,381,269 $3,584,729 $8,460,064 
                 
Net income  -  -  -  538,789  538,789 
Issuance of stock through options exercised  53,750  -  593,178  -  646,928 
Excess tax benefits from stock based compensation        213,568     213,568 
Stock based compensation  -  -  19,445  -  19,445 
Balance at June 30, 2008 $974,433 $(426,617)$5,207,460 $4,123,518 $9,878,794 
SHARE ACTIVITY
Common stock shares, issued:
Balance at March 31, 20081,841,366
Issued107,500
Balance at June 30, 20081,948,866
Common stock shares, held in treasury:
Balance at March 31, 2008(84,000)
Acquisitions-
Balance at June 30, 2008(84,000)
Common stock shares, outstanding at June 30, 20081,864,866

The accompanying notes are an integral part of the consolidated financial statements.
Page 5
Mexco Energy Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30,
(Unaudited)

 
2007 2006  2008 2007 
Cash flows from operating activities:          
Net income $34,806 $227,290  $538,789 $34,806 
Adjustments to reconcile net income       
to net cash provided by operating activities:       
Increase (decrease) in deferred tax liabilities  18,332  (127,660)
Adjustments to reconcile net income to net cash provided by operating activities:       
Increase in deferred tax liabilities  31,133  18,332 
Excess tax benefit from share based payment arrangement  (213,568) - 
Stock-based compensation  33,387  21,497   19,445  33,387 
Depreciation, depletion and amortization  172,884  150,529   238,844  172,884 
Accretion of asset retirement obligations  6,611  4,984   6,938  6,611 
Minority interest in loss of GazTex, LLC  -  (4,738)
(Increase) decrease in accounts receivable  (79,388) 28,365 
Decrease in prepaid expenses  25,409  26,565 
Decrease in accounts payable and accrued expenses  (17,085) (7,047)
Changes in assets and liabilities:       
Increase in accounts receivable  (655,004) (79,388)
(Increase) decrease in prepaid expenses  (26,785) 25,409 
Increase in income taxes payable  213,568  - 
Increase (decrease) in accounts payable and accrued expenses  232,841  (17,085)
              
Net cash provided by operating activities  194,956  319,785   386,201  194,956 
              
Cash flows from investing activities:              
Additions to oil and gas properties  (311,820) (123,798)  (1,023,675) (311,820)
Additions to other property and equipment  -  (1,136)
Proceeds from Investment in GazTex, LLC  18,700  - 
Proceeds from sale of oil and gas properties and equipment  507  24,700   374  507 
              
Net cash used in investing activities  (311,313) (100,234)  (1,004,601) (311,313)
              
Cash flows from financing activities:              
Acquisition of treasury stock  (24,247) -   -  (24,247)
Proceeds from exercise of stock options  646,928  - 
Reduction of long-term debt  (50,000) (200,000)  (700,000) (50,000)
Proceeds from long-term debt  225,000  -   375,000  225,000 
Minority interest contributions  -  4,738 
Excess tax benefit from share based payment arrangement  213,568  - 
              
Net cash provided by (used in) financing activities  150,753  (195,262)
Net cash provided by financing activities  535,496  150,753 
              
Net increase in cash and cash equivalents  34,396  24,289 
Net (decrease) increase in cash and cash equivalents  (82,904) 34,396 
              
Cash and cash equivalents at beginning of period  72,537  52,768   303,617  72,537 
              
Cash and cash equivalents at end of period $106,933 $77,057  $220,713 $106,933 
              
Interest paid $22,736 $11,522 
Income taxes paid $- $- 
Supplemental disclosure of cash flow information:       
Cash paid for interest $35,243 $22,736 
       
Non-cash investing and financing activities:       
Asset retirement obligations $433 $8,088 

The accompanying notes are an integral part of the consolidated financial statements.
Page 56

MEXCO ENERGY CORPORATION AND SUBSIDIARYSUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Nature of Operations

Mexco Energy Corporation (a Colorado Corporation)corporation), its wholly owned subsidiaries, Forman Energy Corporation (a New York Corporation)corporation) and OBTX, LLC (a Delaware Limited Liability Company)limited liability company) (collectively, the “Company”) are engaged in the exploration, development and production of natural gas, crude oil, condensate and natural gas liquids (NGLs)(“NGLs”). Although most of the Company’s oil and gas interests are centered in West Texas, the Company owns producing properties and undeveloped acreage in ten states. Although most of the Company’s oil and gas interests are operated by others, the Company operates several properties in which it owns an interest.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position of the Company as of June 30, 2007,2008, and the results of its operations and cash flows for the interim periods ended June 30, 20072008 and 2006.2007. The results of operations for the periods presented are not necessarily indicative of the results to be expected for a full year. The accounting policies followed by the Company are set forth in more detail in Note A of the “Notes to Consolidated Financial Statements” in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. However, the disclosures herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Form 10-K.

2. Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of Mexco Energy Corporation and its wholly owned subsidiaries. All significant intercompany balances and transactions associated with the consolidated operations have been eliminated.

Estimates and Assumptions. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates and assumptions are reasonable, actual results may differ materially from those estimates. Significant estimates affecting these financial statements include the estimated quantities of proved oil and gas reserves, the related present value of estimated future net cash flows and the future development, dismantlement and abandonment costs.

Stock-based Compensation. SFAS 123(R) resulted in the recognition ofThe Company recognized compensation expense of $19,445 and $33,387 or $.02 per basic sharein general and diluted share and $21,497 or $.01 per basic share and diluted shareadministrative expense in the Consolidated Statements of Operations for the three months ended June 30, 20072008 and 2006,2007, respectively.

The following table is a summary of activity of stock options for the three months ended June 30, 2007:2008:

 
 
Weighted Average
 
Weighted Aggregate
 
 
 
  
 
Weighted Average
 
Weighted Aggregate
 
 
 
 
Number of
 
Exercise Price
 
Average Contract
 
Intrinsic
 
 
Number of
 
Exercise Price
 
Average Remaining
 
Intrinsic
 
 
Shares
 
Per Share
 
Life in Years
 
Value 
 
Shares
 
Per Share
 
Contract Life in Years
 
Value
 
Outstanding at March 31, 2007  305,000 $6.35       
Outstanding at March 31, 2008  290,000 $6.06  3.30 $(535,750)
Granted  -  -         -  -       
Exercised  -  -         107,500  6.02       
Forfeited or Expired  30,000  7.33         20,000  7.75       
Outstanding at June 30, 2007  275,000 $6.24  3.95 $(226,600)
Outstanding at June 30, 2008  162,500 $5.88  3.78 $5,571,278 
                          
Exercisable at June 30, 2007  212,750 $5.90  3.71 $(101,745)
Vested at June 30, 2008  107,500 $5.69  3.73 $3,705,553 
Exercisable at June 30, 2008  107,500 $5.69  3.73 $3,705,553 

There were no stock options granted or exercised during the quarterquarters ended June 30, 2008 and 2007.

Page 7
During the three months ended June 30, 2008, employees and directors exercised a total of 107,500 options at exercise prices between $4.00 and $8.24 per share. The Company received proceeds of $646,928 from these exercises. The total intrinsic value of the exercised options was $3,901,840. No tax deduction is recorded when options are awarded. Of these exercised options, 44,500 shares resulted in a disqualifying disposition and a tax benefit for the company of $213,568 for the three months ended June 30, 2008. The Company issued new shares of common stock to settle these option exercises.

No forfeiture rate is assumed for stock options granted to directors or employees due to the forfeiture rate history for these types of awards. PriorOn April 2, 2008, 20,000 stock options expired because they were not exercised prior to April 1, 2007, we sent noticethe end of termination to a consultant and his remaining 30,000 options forfeited on June 20, 2007. However, this was an isolated event which we do not expect in the future.their ten-year term.

Page 6
Outstanding options at June 30, 20072008 expire between April 2008September 2009 and July 2014 and have exercise prices ranging from $4.00 to $8.24.

The total cost related to non-vested awards not yet recognized at June 30, 20072008 totals approximately $102,236$72,967 which is expected to be recognized over a weighted average of 1.992.41 years.

Asset Retirement Obligations. The Company’s asset retirement obligations relate to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties. SFAS No. 143 requires the fair value of a liability for an asset retirement obligation to be recorded in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset.

The following table provides a rollforward of the asset retirement obligations for the first three months of fiscal 2008:2009:

Carrying amount of asset retirement obligations as of April 1, 2007 $400,584 
Carrying amount of asset retirement obligations as of April 1, 2008 $424,789 
Liabilities incurred  8,088   433 
Liabilities settled  (6)  (259)
Accretion expense  6,611   6,938 
Carrying amount of asset retirement obligations as of June 30, 2007  415,277 
Carrying amount of asset retirement obligations as of June 30, 2008  439,901 
Less: Current portion  50,000   50,000 
Non-Current asset retirement obligation $365,277  $381,901 

The asset retirement obligation is included on the consolidated balance sheets with the current portion being included in the accounts payable and other accrued expenses.

Income Per Common Share. Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of common shares and dilutive potential common shares (stock options) outstanding during the period. The following is a reconciliation of the number of shares used in the calculation of basic income per share and diluted income per share for the three month periods ended June 30, 20072008 and 2006.2007.
 
  2007
 
2006 
Weighted average number of common shares outstanding  1,776,809  1,743,041 
Incremental shares from the assumed exercise of dilutive       
stock options  12,425  135,467 
Dilutive potential common shares  1,789,234  1,878,508 
  2008
 
2007 
Weighted average common shares outstanding – basic  1,762,190  1,776,809 
Effect of the assumed exercise of dilutive stock options  106,885  12,425 
Weighted average common shares outstanding – dilutive
  1,869,075  1,789,234 
        
Earnings per common share:       
Basic $0.31 $0.02 
Diluted $0.29 $0.02 

For the quarter ended June 30, 2007,2008, no potential common shares of 184,000, relating to stock options were excluded in the computation of diluted net income per share. For the quarter ended June 30, 2007, 184,000 stock options were excluded in the computation of diluted net income per share because the options arewere anti-dilutive. No options outstanding atThe June 30, 2006 were excluded in the computation of diluted net income per share. Anti-dilutive2007 anti-dilutive stock options havehad a weighted average exercise price of $7.08 at June 30, 2007.$7.08.

Income Taxes. The Company recognizes deferred tax assets and liabilities for future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those differences are expected to be settled. The effect on deferred tax assets and liabilities of a change in tax rates under SFAS No. 109 is recognized in net income in the period that includes the enactment date. There is noFor the three months ended June 30, 2008, current income tax expenseis $213,568 and deferred income tax is $31,133, resulting in an effective tax rate of 31%. The deferred income tax for the three months ended June 30, 2007 and deferred income tax iswas $18,332, an effective tax rate of 34%. The Company had a netThere was no current income tax benefit of $87,415 for the three months ended June 30, 2006. 2007.

Effective April 1, 2007, we adopted FASB Interpretation
Page 8
Under FIN No. 48, Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the financial statement recognition and disclosure requirements for uncertain tax positions taken or expected to be taken in a tax return. Anyany interest and penalties related to uncertain tax positions are recorded as interest expense and general and administrative expense, respectively. AtFor the timequarter ended June 30, 2008, the amount of adoption and as ofunrecognized tax benefits was $754,000. For the quarter ended June 30, 2007, we did not have anythere were no unrecognized tax benefits.

Investment in GazTex, LLC. The Company’sCompany's long-term assets consistasset consisted of an investment in GazTex, LLC, a Russian company owned 50% by OBTX, LLC, accounted for by the equity method. OBTX, LLC is a Delaware limited liability company in which throughfrom January 15,16, 2007, Mexco owned 90%100% of the interest, with the remaining 10% divided equally among three individuals, one of whom is Arden Grover, a director of Mexco Energy Corporation. All geologicalinterest. In May 2008, we dissolved GazTex, LLC and geophysical costs associated with the evaluation of Russian properties were paid 90% by Mexcoreceived our initial cash investment less related fees and 10% by the other three owners of OBTX, LLC. On January 16, 2007, we purchased all of the outstanding stock of OBTX, LLC for $2,051. The investment balance of $20,509 represents the cash balance of our investment in GaxTex, LLC. The 10% interest in OBTX, LLC prior to this purchase is included in our financial statements as a minority interest. There have not been any expenses for the quarter ended June 30, 2007 and no expenses are expected in the foreseeable future.a net amount of $18,700.

Page 7
Long Term Liabilities. Long term debt consistsliabilities consist of a revolving credit agreement with Bank of America, N.A. (“Bank”), which provides for a credit facility of $5,000,000 subject to awith no monthly commitment reductions. The borrowing base determination.is evaluated annually, on or about September 1. Amounts borrowed under this agreement are collateralized by the common stock of one of the Company’s wholly owned subsidiaries and all of the Company’s oil and gas properties. On September 26, 2006,2007, the borrowing base was redetermined and increased toset at $4,225,000 bearing interest at prime rate per annum with a maturity date of September 30, 2008.  Amounts borrowedOctober 31, 2009. Two letters of credit for $50,000 each, in lieu of a plugging bond covering the properties we operate, are outstanding under the facility, one with the Texas Railroad commission and one with the State of New Mexico. Interest under this agreement are collateralized byis payable monthly at prime rate (5.0% and 8.25% at June 30, 2008 and 2007, respectively). The balance outstanding on the common stockline of the Company’s wholly owned subsidiary and all of the Company’s oil and gas properties. Ascredit as of June 30, 2007, the balance outstanding under this agreement2008 was $875,000.  $2,275,000.

Recent Accounting Pronouncements.  In September 2006,Effective April 1, 2008, the FASB issued SFASCompany implemented Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”), which provides guidance for usingdefines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Mexco elected to measureimplement this Statement with the one-year deferral permitted by FASB Staff Position (“FSP”) 157-2 for nonfinancial assets and liabilities.nonfinancial liabilities measured at fair value, except those that are recognized or disclosed on a recurring basis (at least annually). The pronouncement clarifies (1) the extentdeferral applies to which companies measurenonfinancial assets and liabilities at fair value; (2) the information used to measure fair value; and (3) the effect that fair value measurements have on earnings. SFAS 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value in a business combination; impaired properties, plants and equipment; intangible assets and goodwill; and initial recognition of asset retirement obligations and restructuring costs for which the Company uses fair value. Management does not expect any significant impact to the consolidated financial statements when SFAS 157 is effective as of the beginning of our 2009 fiscal year. Management is currently evaluating the impact of SFAS 157 on our financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities - Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure certain financialthese assets and liabilities at fair value. Unrealized gains and losses, arising subsequent to adoption, are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. Management does not anticipate that the adoption of SFAS 159 will have a material effect on our consolidated financial statements.implemented.

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

Unless the context otherwise requires, references to the “Company”, “Mexco”, “we”, “us” or “our” mean Mexco Energy Corporation and its consolidated subsidiaries.

Cautionary Statements Regarding Forward-Looking Statements. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Forward-looking statements caninclude statements regarding our plans, beliefs or current expectations and my be identified withsignified by the words “could”, “should”, “expect”, “project”, “estimate”, “believe”, “anticipate”, “intend”, “budget”, “plan”, “forecast”, “predict” and phrases such as “believe,” “expect,” “anticipate,” “should,” “estimate,” “foresee” or other words and phrases of similar meaning. Forward-looking statements appear throughout this Form 10-Q with respect to, among other things: profitability, planned capital expenditures; estimates of oil and gas production,production; future project dates; estimates of future oil and gas prices; estimates of oil and gas reserves; our future financial condition or results of operations; and our business strategy and other plans and objectives for future operations. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. While we have made assumptions that we believe are reasonable, the assumptions that support our forward-looking statements are based upon information that is currently available and is subject to change. All forward-looking statements in the Form 10-Q are qualified in their entirety by the cautionary statement contained in this section. We do not undertake to update, revise or correct any of the forward-looking information.

Liquidity and Capital Resources. Historically, we have funded our operations, acquisitions, exploration and development expenditures from cash generated by operating activities, bank borrowings and issuance of common stock. Our primary financial resource is our base of oil and gas reserves. We pledge our producing oil and gas properties to secure our revolving line of credit.

Our long term strategy is on increasing profit margins while concentrating on obtaining reserves with low cost operations by acquiring and developing primarily gas properties and secondarily oil properties with potential for long-lived production.

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For the first three months of fiscal 2008,2009, cash flow from operations was $194,956$386,201 compared to $319,785$194,956 for the first three months of fiscal 2007. The decrease2008. This increase was primarily due to an increase in accounts receivable.net income. Cash of $311,820$1,023,675 was used for additions to propertyoil and equipmentgas properties and we received$325,000 for net proceeds fromreduction in long term debtdebt. Cash of $175,000.$646,928 was received from exercises of stock options. Accordingly, net cash increased $34,396.decreased $82,904.
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During the quarter ending June 30, 2007,fiscal 2008, we participated in the drilling of aan exploratory well in CraneSan Patricio County, Texas of which our costs through June 30, 2007Texas. This well has been completed and began producing natural gas as well as oil in April 2008. Costs incurred for this project are approximately $124,000. This well is currently being tested.

A re-entry in Andrews County involving an expenditure of approximately $47,000 through August 7, 2007 was unsuccessful.

The drilling of a well in Lea County, New Mexico in which we participated was not successful. Costs incurred through August 3, 2007 are approximately $180,000; however, other methods are being evaluated for the exploration and development of this prospect.$178,000.

We are currently participating in the drillingprocess of acquiring mineral, royalty and completion of a wellsurface interests in Borden County,several counties, mainly in Texas. CostsPurchases incurred related to this project through June 30, 20072008 are approximately $135,000. The results of this well are being evaluated.$34,000.

In addition to maintenanceDuring the third quarter of fiscal 2008, we acted as operator and repairs, we spent additional resources on development of wells we operatedrilled an exploratory well in PecosLoving County, Texas. ThroughThis well has been completed and based on a four point test by an independent testing firm, was calculated to produce at an absolute open flow rate of 12,773,000 cubic feet of natural gas per day. During this test which lasted four hours, the well actually produced 1,366,000 cubic feet of natural gas, 26 barrels of 63 gravity condensate and 12 barrels of water on chokes ranging from 11/64 to 15/64 inches. Previously the well had been shut in for a period in excess of 72 hours. The rates at which this will be produced and sold have not yet been determined and may be substantially different from these potential tests, based on regulatory and engineering considerations as well as performance of the well over longer periods of time. We are in the process of acquiring a right-of-way and preparing to build a pipeline to enable production and sales of natural gas from this well. Our share of the costs incurred for this project through July 31, 2008 is approximately $408,000.

On December 31, 2007, we purchased 122 mineral acres amounting to approximately 21.45% royalty interest in Tarrant County, Texas for $1,850,000. At the time of purchase, this property contained one producing well in the Newark East (Barnett Shale) Field. Two additional wells have been completed and all three wells are now producing natural gas into a sales pipeline. One additional well is planned for a portion of this acreage.

During the fourth quarter of fiscal 2008, we drilled a gas well in Reeves County, Texas. This well has been completed and began producing in April 2008. Our working interest in this well is 32.5% before payout and 24.375% after payout (respectively, net revenue interests of 23.875% and 17.9063%).

On June 30, 2007, these costs6, 2008 we purchased mineral and royalty interests contained in an aggregate of 522 acres with royalties varying from .126% to .385% in 6 producing natural gas wells and 5 proven undeveloped well locations in the Newark East (Barnett-Shale) Field of Tarrant County, Texas for approximately $429,000. There are approximately $60,000.an additional 6 potential drill sites on this acreage.

We continue to focus our efforts on the acquisition of royalties in areas with significant development potential.

We are participating in several other projects and are reviewing several other projects for potential participation.in which we may participate. The cost of such projects would be funded, to the extent possible, from existing cash balances and cash flow from operations. The remainder may be funded through borrowings on the credit facility.

At June 30, 2007,2008, we had working capital of approximately $380,686$1,381,831 compared to working capital of $446,831$627,674 at March 31, 2007,2008, an increase of $754,157. This was mainly as a decreaseresult of $66,145 due to an increase in accounts payable partially offset by an increaseaccount receivables related to oil and gas sales and a decrease in accounts receivable and cash and cash equivalents.payable.

Crude oil and natural gas prices have fluctuated significantly in recent years as well as in recent months. Fluctuations in price have a significant impact on our financial condition and liquidity. However, management is of the opinion that cash flow from operations and funds available from financing will be sufficient to provide for its working capital requirements and capital expendituresadequate liquidity for the current fiscal year.

Long-Term Debt. We have a revolving credit agreement with Bank of America, N.A. (“Bank”), which provides for a credit facility of $5,000,000, subject to a borrowing base determination. On September 26, 2006,2007, the borrowing base was redetermined and increased to $4,225,000 with no monthly commitment reductions. As of June 30, 2007, the balance outstanding under this agreement was $875,000. The borrowing base is evaluated annually, on or about AugustSeptember 1. Amounts borrowed under this agreement are collateralized by the common stock of one of our wholly owned subsidiarysubsidiaries and all of our oil and gas properties. Two letters of credit for $50,000 each, in lieu of a plugging bond covering the properties we operate, are outstanding under the facility, one with the Texas Railroad commission and one with the State of New Mexico. Interest under this agreement is payable monthly at prime rate (8.25%(5.0% and 8.25% at June 30, 2008 and 2007, and 2006)respectively). This agreement generally restricts our ability to transfer assets or control of the Company, incur debt, extend credit, change the nature of our business, substantially change management personnel or pay cash dividends. The balance outstanding on the lineunder this agreement as of creditJune 30, 2008 was $2,275,000 and $1,500,000 as of August 6, 2007 was $950,000.8, 2008.

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Results of Operations -– Three Months Ended June 30, 2007 and 2006.2008 Compared to Three Months Ended June 30, 2007. Net income decreasedincreased from $227,290 for the quarter ended June 30, 2006 to $34,806 for the quarter ended June 30, 2007; a decrease2007 to $538,789 for the quarter ended June 30, 2008; an increase of $192,484$503,983 as a result of an increase in production costs and depreciation, depletion and amortizationoperating revenues partially offset by an increase in oildepreciation, depletion and gas revenue.amortization and interest expense.

Oil and gas sales. Revenue from oil and gas sales increased from $777,412$850,144 for the first quarter of fiscal 20072008 to $850,144$1,672,587 for the same period of fiscal 2008.2009. This increase of 9%97% or $72,732$822,443 resulted from an increase in oil and gas priceprices and gas production offset partially by a decrease in oil priceproduction. Revenues from oil and production.gas royalty interests accounted for approximately 37% of our total revenues for the first quarter of fiscal 2009 compared to 24% for the first quarter of fiscal 2008. Average gas prices increased from $5.86$6.74 per mcf for the first quarter of fiscal 20072008 to $6.74$9.70 per mcf for the same period of fiscal 2008, while average2009. Average oil prices decreasedincreased from $64.66$59.32 per bbl for the first quarter of fiscal 20072008 to $59.32$118.57 for the same period of fiscal 2008.2009. Oil and gas production quantities were 4,6314,392 barrels (“bbls”) and 81,53787,539 thousand cubic feet (“mcf”) for the first quarter of fiscal 20072008 and 4,3924,107 bbls and 87,539122,286 mcf for the same period of fiscal 2008,2009, a decrease of 5%6% in oil production and an increase of 7%40% in gas production.

Production and exploration. Production costs increased $117,421$1,938 or 54%.6% from $215,629$333,050 for the first quarter of fiscal 20072008 to $333,050$334,988 for the same period of fiscal 2008.2009. This was the result of increased maintenancean increase in production taxes due to the increase in oil and repairs to operated wellsgas sales partially offset by a decrease in Pecos County, Texas during the quarter.lease operating expenses.

GeneralDepreciation, depletion and administrative expensesamortization. Depreciation, depletion and amortization expense increased 3%38%, from $261,493$172,884 for the first quarter of fiscal 20072008 to $269,624$238,844 for the same period of fiscal 2008. This was due to an increase in salaries, consulting services and fees.

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Depreciation, depletion and amortization based on production and other methods increased 15%, from $150,529 for the first quarter of fiscal 2007 to $172,884 for the same period of fiscal 20082009 primarily due to an increase to the full cost pool amortization base.base and an increase in gas production partially offset by an increase in oil and gas reserves.

Interest expenseGeneral and administrative expenses. General and administrative expenses increased 52%4% from $10,099$269,624 for the first quarter of fiscal 20072008 to $15,348$281,661 for the same period of fiscal 2008,2009. This was due to an increase in borrowings.engineering fees.

Interest expense. Interest expense increased 120% from $15,348 for the first quarter of fiscal 2008 to $33,735 for the same period of fiscal 2009, due to an increase in borrowings partially offset by a decrease in interest rates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The primary sources of market risk for us include fluctuations in commodity prices and interest rate fluctuations. At June 30, 2007,2008, we had not entered into any hedge arrangements, commodity swap agreements, commodity futures, options or other similar agreements relating to crude oil and natural gas.

Interest Rate Risk. At June 30, 2007,2008, we had an outstanding loan balance of $875,000$2,275,000 under our $5.0 million revolving credit agreement, which bears interest at the prime rate, which varies from time to time. If the interest rate on our bank debt increases or decreases by one percentage point our annual pretax income would change by $8,750,$22,750, based on the outstanding balance at June 30, 2007.2008.

Credit Risk. Credit risk is the risk of loss as a result of nonperformance by other parties of their contractual obligations. Our primary credit risk is related to oil and gas production sold to various purchasers and the receivables are generally are uncollateralized.not collateralized. At June 30, 2007,2008, our largest credit risk associated with any single purchaser was $66,920.$385,716. We are also exposed to credit risk in the event of nonperformance from any of our working interest partners. At June 30, 2008, our largest credit risk associated with any working interest partner was $39,808. We have not experienced any significant credit losses.

Volatility of Oil and Gas Prices. Our revenues, operating results and future rate of growth are highly dependent upon the prevailing market prices of, and demand for, oil and natural gas. These commodityPrices for oil and natural gas fluctuate widely. We cannot predict future oil and natural gas prices with any certainty. Historically, the markets for oil and gas have been volatile, and they are subjectlikely to widecontinue to be volatile. Factors that can cause price fluctuations and market uncertainties due to a variety of factors that are beyond our control. These factors include the level of global demand for petroleum products, foreign supply of oil and gas, the establishment of and compliance with production quotas by oil exportingoil-exporting countries, weather conditions, the price and availability of alternative fuels and overall political and economic conditions both foreign and domestic. We cannot predict futurein oil and gas prices with any degree of certainty and expect energy prices to remain volatile and unpredictable. Sustained weaknessproducing countries.

Changes in oil and gas prices may also reduceimpact both estimated future net revenue and the amountestimated quantity of net oil and gas reserves that we can produce economically.proved reserves. Any reduction in reserves, including reductions due to price fluctuations, can reduce the borrowing base under our revolving credit facility and adversely affect our liquiditythe amount of cash flow available for capital expenditures and our ability to obtain additional capital for our exploration and development activities. In addition, we may have ceiling test writedowns when prices decline. Lower prices may also reduce the amount of crude oil and natural gas that can be produced economically. Thus, we may experience material increases or decreases in reserve quantities solely as a result of price changes and not as a result of drilling or well performance.

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Similarly, any improvements in oil and gas prices can have a favorable impact on our financial condition, results of operations and capital resources.  Oil and natural gas prices do not necessarily fluctuate in direct relationship to each other. Our financial results are more sensitive to movements in natural gas prices than oil prices because most of our production and reserves are natural gas. If the average oil price had increased or decreased by one dollar per barrel for the quarter ended June 30, 2007,2008, our pretax income would have changed by $4,392.$4,107. If the average gas price had increased or decreased by one dollar per mcf for the quarter ended June 30, 2007,2008, our pretax income would have changed by $87,539.$122,286.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that the information required to be disclosed by uswe must disclose in reports filed or submitted underour filings with the Securities Exchange Act of 1934SEC is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.on a timely basis. At the end of the period covered by this report, we carried out an evaluation, underour principal executive officer and principal financial officer have reviewed and evaluated the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Securitiesas defined in Exchange Act Rule 13a-15(b)Rules 13a-15(e) and 15d-15(e). Based upon thaton such evaluation, the Chief Executive Officer and Chief Financial Officersuch officers have concluded that, itsas of June 30, 2008, our disclosure controls and procedures are effective.were effective in timely alerting them to material information relating to us (and our consolidated subsidiaries) required to be included in our periodic SEC filings.

No changes in the Company’s internal control over financial reporting occurred during the quarter ended June 30, 20072008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II -– OTHER INFORMATION

Item 1.
Legal Proceedings

Although weWe may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, webusiness. We are not currently a party to any material legal proceedings. In addition,a lawsuit that is being filed against the drilling company of a well in which we have a working interest of approximately 6.5%. We are not aware of any legal or governmental proceedings against us, or contemplated to be brought against us, under various environmental protection statutes or other regulations to which we are subject.

Item 1A.
Risk FactorsFactors

There have been no material changes to the information previously disclosed in Item 1A. “Risk Factors” in our 20072008 Annual Report on Form 10-K.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3.
Defaults Upon Senior Securities
None.

Item 4.
Submission of Matters to a Vote of Security Holders
None.

Item 5.
Other Information
None.

Item 6.
Exhibits
Exhibits

Exhibits
31.1Certification of the Chief Executive Officer of Mexco Energy Corporation

31.2Certification of the Chief Financial Officer of Mexco Energy Corporation

32.1Certification of the Chief Executive Officer and Chief Financial Officer of Mexco Energy Corporation pursuant to 18 U.S.C. §1350

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 MEXCO ENERGY CORPORATION
 (Registrant)
  
Dated: August 9, 200712, 2008/s/ Nicholas C. Taylor
 
Nicholas C. Taylor
 President
  
Dated: August 12, 2008/s/ Tamala L. McComic
 
Dated: August 9, 2007/s/ Tamala L. McComic
 
Tamala L. McComic
Vice President, Treasurer and Assistant Secretary

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