Mogul Energy International (MGUY) 10-Q 2008 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  MARCH 31, 2008

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 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:          47,345,987 common shares issued and outstanding as of May 15, 2008

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4T.	Controls and Procedures	5
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Submission of Matters to a Vote of Security Holders	6
Item 5.	Other Information	7
Item 6.	Exhibits	7
		8
SIGNATURES

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Mogul Energy International, Inc.

(an exploration stage company)

Financial Statement Index

(Unaudited)

	Index
Balance Sheets	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

1

Mogul Energy International, Inc.

(an exploration stage enterprise)

Balance Sheets

(expressed in U.S. dollars)

	March 31 2008  (unaudited)			December 31, 2007
Assets:
Current
Cash	$	365,545		$	227,226
Receivable		8,624			35,744
Subscriptions receivable		-			454,824
Prepaid		759			286
Total current assets		374,928			718,080
Non-current
Funds held in trust		-			-
Equipment – net		-			1,055
Exploration and evaluation		1,304,502			1,278,243
Total non-current assets		1,304,502			1,279,298
Total Assets	$	1,679,430		$	1,997,378
Current Liabilities:
Accounts payable	$	305,758		$	465,942
Cash call payable – exploration		729,306			680,033
Due to officers and directors		17,723			178,125
Loans from shareholders		53,388			99,990
Total current liabilities	$	1,106,176		$	1,424,090
Contingencies and commitments		-			-
Shareholders’ Equity:
Deficit accumulation during exploration stage	$	(4,766,842	)	$	(4,354,221	)
Common stock $0.0001 par value, 100,000,000 shares authorized, 47,165,987 shares o/s.		4,117			4,236
Additional paid-in capital		4,844,242			4,498,832
Warrants & Options:		521,124			462,624
Preferred: 10,000,000 shares authorized, none issued		-			-
Foreign exchange adjustment		(29,987	)		(38,183	)
Total Shareholders’ Equity		573,254			573,288
Total Shareholders’ Equity and Liabilities	$	1,679,430		$	1,997,378

Notes are an integral part of the financial Statements

Prepared by Management

F-1

Mogul Energy International, Inc.

(an exploration stage enterprise)

 STATEMENTS OF OPERATIONS (UNAUDITED)

(expressed in U.S. dollars)

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2007			Cumulative from July 25, 2005 (inception) to March 31, 2008
Revenue
Deferred revenue	$	-		$	-		$	-
Expenses:
General and administrative	$	365,954		$	123,157		$	1,833,280
Impairment		46,667			-			2,113,562
Settlement of lawsuit		-			-			820,000
Net loss for the periods	$	(412,621	)	$	123,157		$	4,766,842
Basic and diluted loss per share	$	(0.01	)	$	(0.07	)
Weighted average common shares outstanding		44,811,329			32,472,032

Notes are an integral part of the financial Statements

Prepared by Management

F-2

Mogul Energy International, Inc.

(an exploration stage enterprise)

 STATEMENT OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. dollars)

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2007			Cumulative from July 25, 2005 (inception) to March 31, 2008
Operating Activities
Net loss for periods	$	(412,621	)	$	(123,147	)	$	(4,766,842	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense (office)		1,055			516			6,209
Impairment		46,667			-			2,113,564
Shares and options for services		18			-			249,038
Changes in non-cash working capital
Accounts payables ( decrease) increase		(160,184	)		37,939			305,758
GST receivable increase		27,120			(3,293	)		(8,357	)
Prepaid		(473	)					(759	)
Litigation payable		-			(20,000	)
Cash used in operations		(498,418	)		(133,075	)		(2,101,389	)
Investing Activities
Cash held in escrow/trust		-			300,000			-
Purchase equipment		-			-			(6,209	)
Deposit for exploration property		-			-			-
Exploration and evaluation		(72,926	)		(300,501	)		(3,418,066	)
Cash used for investing activities		(72,926	)		(501	)		(3,424,275	)
Financing Activities
Due to officers and directors		(160,402	)		(33,492	)		17,723
Cash call payable		49,273			-			729,306
Loans from shareholders		(46,602	)		100,000			53,388
Proceeds from subscriptions received		454,824			-			454,824
Sale of equity securities		404,373			35,999			4,666,218
Cash from financing activities		701,466			322,507			5,921,459
Foreign exchange adjustment		8,196			(25,090	)		(-30,250	)
Increase (Decrease) in cash during		138,318			(188,931	)		365,545-
Cash beginning of periods		227,227			29,756			--
Cash at end of periods	$	365,545		$	218,6084		$	365,545
Interest and taxes paid during period	None			None			None

Notes are an integral part of the financial Statements

Prepared by Management

F-3

Mogul Energy International, Inc.

(an exploration stage company)

Notes to March 31, 2008 Interim Financial Statements

(Unaudited)

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 and 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, and exploring for oil and gas reserves.

NOTE 2 – Interim Reporting

The information presented in the accompanying interim nine month financial includes all adjustments which are, in the opinion of management, necessary to present fairly the financial, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America.  These interim financial statements follow the same accounting policies and methods of their application as Mogul Energy International, Inc.’s December 31, 2007 annual financial statements.  All adjustments are of a normal recurring nature.

NOTE 3 - Related Party Transactions

On June 29, 2005, the Company acquired the right to acquire an option for a 20% working-interest in the EWA Concession (see note 5) from Mogul Energy Ltd. (MEL) for $75,000. The Company subsequently exercised this option. MEL’s president, a close family member of the Company’s president, owned 26% of the Company’s outstanding shares as of December 31, 2006.  Also, MEL’s president is a major shareholder and Board member of Sea Dragon Energy Inc.

Sea Dragon Energy Inc. acquired the right to acquire a 40% working-interest in the EWA Concession from MEL on April 13th, 2006. The Company together with Sea Dragon Energy Inc. met the requirement for the EWA Concession by depositing $2,000,000 with an escrow agent.  Also, accounting and administrative work for the Company, MEL and Sea Dragon Energy Inc. are conducted by the same individuals from office space located in Vancouver, British Columbia.

On November 8, 2005, the Company acquired a 50% working-interest in the Fairlight prospect, with MEL retaining a 25% carried-interest.

The Company and MEL have entered into an agreement with Transpacific Petroleum Corp. (Transpacific) to be the Operator for oil and gas exploration of the Fairlight prospect. Under the terms of this agreement, the Company is obligated to pay the expenses incurred by the Operator for exploration and related work on this prospect. As consideration for being the Operator, Transpacific received from MEL a 25% carried-interest in the Fairlight prospect for the first exploration well, and a 25% working-interest thereafter.

As of March 31, 2008, the Company owed its officers and directors $17,723 at March 31, 2008, consisting of an $10,910 zero interest loan and $6,000 in accrued salaries. In addition, the Company owed an officer and director of the company $43,399 for a loan assigned to him by a shareholder of the company.

As of March 31, 2008, the Company owes Sea Dragon Energy Inc (Sea Dragon) $729,306 a cash call payables, representing cash calls required by the Company to fulfill the 1/3rd working interest in the exploration program on the EWA Concession in 2007 (Note 5). These cash calls were paid by Sea Dragon on the Company’s behalf.  The payable is to be repaid upon completion of the Sale and Purchase Agreement between Egypt Oil Holdings and the Company (Note 12).  The amount payable is non-interest bearing, unsecured, and has no other specific terms or conditions.

Other disclosures involving related parties are found throughout the notes to the financial statements.

F-4

NOTE 4 - Capital Stock

Common Stock

The Company’s authorized shares have no conversion rights and are not subject to redemption or to any sinking fund provisions. All shares of common stock are entitled to share equally in any dividends and in any liquidation of the Company. The Company’s common shares do not carry either cumulative voting or preemptive rights. During 2006, 1,765,000 and a further 4,472,134 shares in 2007 were issued on a Flow-through basis pursuant to the income tax laws of Canada (Income Tax Act (Canada)).

During 2006, the Company issued 1,250,000 units consisting of one share of common stock and one Series A Warrant. The Series A warrants are not transferable. Two of these warrants and $0.50 can be exchanged for one share of common stock. These warrants expire on April 18, 2008, and all 1,250,000 warrants were outstanding at March 31, 2008.

On August 8th, 2007 the Company approved a stock incentive plan and granted 2,250,000 stock options to executive officers, directors and employees and contractors.  The fair value of the stock options were $292,500.

On August 28, 2007 the company issued 1,366,667 units valued at $0.30 per share to repay a shareholder loan of $410,000.  Each unit was made up of one common share and one Class B warrant.  Each Class B warrant allows the holder to purchase one share of the Company’s stock at $0.40 per share for a period of two years.  The fair value of the shares was $367,633 and the fair value of the Class B warrants was $41,000.

On December 31, 2007 the company issued 1,945,334 shares of its common stock at $0.18 per share on a Flow-through basis pursuant to the income tax laws of Canada (Income Tax Act (Canada)) .  Total proceeds of the offering were $349,866.  An additional 2,526,800 common shares had been subscribed for as of December 31, 2007 and cash of $454,824 had been received for the flow-through shares.  These shares were subsequently issued during the period and the issue has been closed.  Share issuance costs for this offering was $83,977.  In connection with this issue the company issued 106,055 finders’ fee warrants.  Each of these warrants allows the holder to purchase one common share of the company for $0.20 per common share for a period of two years.  The fair value of the warrants was $8,124 calculated using the Black Scholes method: risk free rate 3.05%, share price $0.18, strike price $0.20, volatility 83% and dividend yield 0.00. Also, on December 31, 2007 the company issued 100,000 shares for $0.15 per common share for total proceeds of $15,000.

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 totalled $16,795.

Warrant and Options

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

	March 31, 2008				December 31, 2007
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding warrannts at beginning of the period		625,000	$	050		625,000	$	0.50
Warrants Granted		1,396,669	$	0.40		1,396,669	$	0.40
Exercised
Forfeited
Expired
Outstanding at the end of period		2,021,669	$	0.43		625,000	$	0.43

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.

F-5

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

	March 31, 2008
	Shares		Weighted Average Exercise Price
Warrants Granted		106,055	$	0.20
Exercised
Forfeited
Expired
Outstanding at the end of period		106,055		.20

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 during fiscal 2007:

Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.40		1,396,669		2.00	$	0.40		1,396,669	$	0.40

.For year ended December 31, 2006

Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.50		625,000		0.63	$	0.50		625,000	$	0.50

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.  To date 1,350,000 options have vested.

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

	March 31,2008
	Options		Weighted Average Exercise Price
Options outstanding		1,350,000	$	0.30
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at the end of period		1,350,000	$	0.30

F-6

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.

Compensation charges associated with the employee stock option plan in the amount of $175,000 is included in the statement of operations for the period ended March 31, 20008.

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.

NOTE 5 - Oil and Gas Properties

Working-interests owned by the Company are the rights to drill, produce and conduct operating activities on the property and to a share of any production subject to all related royalties, overriding royalties and other burdens, and to all costs of exploration, development and operations and all risks. Of the working-interest at December 31, 2007, $75,000 relates to the East Wadi Araba Concession (EWA Concession). At December 31, 2007 a further $1,264,317 was expensed as impaired related to a dry hole on property with unproven reserves, in the Egypt cost pool.  As of December 31, 2007 Canadian Freehold properties carrying costs was $1,203,240 At December 31, 2007, acquisition costs of  $37,860 were classified as impaired and  expensed for contract options entered into but either discharged or never elected. During 2006,  $764,719 was classified as impaired and expensed due to a dry hole, in the Canadian cost pool.

EWA Concession

The EWA Concession is located in the East Wadi Araba area of the Gulf of Suez and is part of the sovereign territory of the Arab Republic of Egypt (A.R.E.). The EWA Concession covers an area for exploration about 294 square kilometers.

The Concession Agreement

The Concession Agreement for Petroleum Exploration and Exploitation (Concession Agreement) dated April 7, 2002 is an agreement between Dover Investments Limited (Dover), A.R.E, and the Egyptian General Petroleum Corporation (EGPC). The Concession Agreement gives Dover certain rights and interests for the exclusive exploitation of petroleum and natural gas in and throughout the EWA Concession.

Farmout Agreement

The parties to the August 6, 2005 Binding Farm-Out Agreement (Farmout Agreement), include Dover, MEL, Transpacific and Dr. Ghareeb M. Awad (the president of Transpacific). Under the Farmout Agreement, MEL was assigned 85% working-interest in the Concession Agreement, subject to the satisfaction of certain conditions, with Dover retaining a 15% carried-interest. Under a separate agreement dated August 7, 2005, MEL assigned a 25% carried-interest in the Concession Agreement to Transpacific. Dover, MEL and Transpacific are each organized under the laws of Canada.

On April 13, 2006, the Farmout Agreement was amended so that an obligation to deposit $2,000,000 with an escrow agent replaced the requirement of a Letter of Guarantee. In satisfaction of the amended agreement, $2,000,000 was deposited with an escrow agent on April 21, 2006, the Company contributing $667,000 and Sea Dragon Energy Inc. contributing $1,333,000.

On August 1, 2006 the funds were transferred, as per the Amending Agreement dated April 13, 2006, to the National Bank of Abu Dhabi in Egypt.  These funds will be used at the discretion of the operator, Dover Investments Limited, to drill the first well required on the concession by July 17, 2007 as per the extension agreement dated January 24, 2007 (See Note 9).

After amending the Farmout Agreement on April 13, 2006, the ownership interests in the EWA Concession are as follows:

Sea Dragon Energy Inc.	40% Working-interest
Mogul Energy International, Inc.	20% Working-interest
Transpacific Petroleum Corp.	25% Carried-interest
Dover Investments Limited	15% Carried-interest

F-7

In the event of a commercial discovery the parties to the April 13th Farmout Agreement are entitled to recover all costs, expenses and expenditures in respect of the exploration, development and related operations out of 30% of all petroleum produced and saved respective of each parties percentage interest in the Agreement (Cost Recovery Petroleum).  Past exploration costs which have been approved by EGPC are approximately US$ 8 million of which the Company will be entitled to 20% recovered through oil profits.

The remaining 70% of petroleum is divided between the Egyptian General Petroleum Corporation (EGPC) and the parties to the Farmout Agreement as follows:

Crude Oil and Gas	EGPC	Parties to Farmout Agreement
Up to 25,000 BOPD	75%	25%
Greater than 25,000 BOPD	80%	20%

An Extension Agreement was executed on January 24, 2007 between Dover Investments Limited, Transpacific, Mogul Energy Ltd., Dr. Awad, Sea Dragon Energy Inc. and Mogul Energy International, Inc. allowing Sea Dragon Energy Inc. and Mogul Energy International, Inc. until July 17, 2007 to complete the first well, and until July 17, 2009 to complete a second and to third well subject to the approval from EGPC and ARE.

Exploratory Drilling on EWA Concession

On July 12, 2007, the Company was notified by the project operator, Dover, that it had started drilling the EWA 4X well at the EWA Concession located in the Gulf of Suez, Egypt. The deviated EWA-4X well was drilled from an onshore surface location, to test an offshore structure, targeting light oil in the Raha and Nubia formations.

On September 18, 2007, the Company received notification from the project operator, Dover, that the deviated onshore EWA-4X well penetrated a Carboniferous Nubia formation with several potential sandstone reservoirs.  None of these potential reservoirs provided indications of economic hydrocarbon accumulations.  The well was  electric wire-line logged and prepared for final plugging and abandonment.

During 2007, the Company’s interest in the original escrow balance amount was reduced to a nominal value with the $604,146 difference added to exploration costs.  Additional costs related to the of $680,033 are classified as amounts payable and are payable to Sea Dragon and relate to costs associate to drilling the exploratory well that have been paid for by Sea Dragon on Mogul’s behalf.  The payable is to be paid off based on the terms of the Sale and Purchase Agreement between Egypt Oil Holdings Ltd. (EOH) and Mogul for the acquisition of Moguls 20% working interest being acquired by EOH (See Subsequent Event Note).

On March 21, 2008, the Company entered into an Agreement of Purchase and Sale with Egypt Oil Holdings Ltd. (Egypt Oil), Sea Dragon and Dover.  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 EWA Concession Agreement (Concession) to Sea Dragon in exchange for satisfaction of the Company’s outstanding “Cash calls payable” 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 shares.  Sea Dragon’s common shares for the sale have been placed in escrow, and will be released 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.

Canadian Property Interests

Freehold Lease Acquisitions

The company has continued to acquire mineral rights in what it refers to as its Freehold Properties.  Costs for acquisition and purchase of these leases account for approximately $1,203,247.  The Company currently holds the oil and gas mineral rights to approximately 9,300 acres.

The Company held a 50% working-interest in an additional 9,300 acres.  After December 31, 2006, the company entered into agreements with both Transpacific and MEL giving it 100% interest in these properties (See Note 9).  These properties are leases for 3 years with a lump sum rental fee plus a royalty of 15% of all leased substances produced, saved and sold if used by the lessee less any expenses reasonably incurred (including a reasonable rate of return) for separating, treating, processing, compressing and transporting leased substances to the point of sale beyond the wellhead. There is no obligation to do any work on these leased lands.

F-8

On January 24, 2007 Mogul Energy Ltd. Agreed to assign its 25% interest in all mineral interests in lands referred to as the Freehold Properties to Mogul Energy International, Inc. in consideration for 1,000,000 shares of the Company’s common stock.  Thereby, giving MEI a 100% interest in the 9,300 acres collectively referred to as the Freehold Properties.  The fair value of the 1,000,000 common shares received by Mogul Energy Ltd. is $400,000.

Mogul Energy International, Inc. is the sole operator of the Freehold Properties.

NOTE 6 - Commitments

Office Lease

The Company rents office space from a Director of the Company on a month-to-month basis for $425 per month.

NOTE 7 - 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

The Company’s rights in and to the EWA Concession are subject to obtaining governmental approvals; if such approvals are not obtained, the Company’s planned operations will be substantially curtailed.

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 8 - 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 44,811,329 for the period ended March 31, 2008.

NOTE 9 - Capitalized costs relating to the oil and gas acquisitions and exploration activity

Canada
Costs at Dec. 31, 2007	$	1,203,243		$	-
Additions:
Exploration	$	26,950-
Lease property acquisition costs	$	-
Less accumulated depreciation, depletion, amortization and impairment		-
At Dec. 31, 2007					-
Provided during the period					-
Net book value December 31, 2007				$	1,230,1 93
Egypt
Cost at Dec. 31, 2007	$	75,000
Additions:
Exploration costs capitalized		46,667
Impairment		(47,358	)
At December 31, 2007					-
Provided during the period					-
Net book value December 31, 2007					74,309
Total net book value at December 31, 2007				$	1,304,502

F-9

Note 10– Restatement

Based on a review of the impairment test under full cost accounting, the December 31, 2006 financial statements have been restated to reflect a correction of an error in applying the ceiling test specified by Regulation S-X, Rule 4-10(c) to the exploration and evaluation asset as of December 31, 2006 for financial statements submitted with an earlier pre-effective Form SB-2 registration statement filed with the SEC.

As a result of implementing the correct application of impairment test under Regulation S-X, Rule 4-10(c), the restated December 31, 2006 financial statements reflect an increased impairment charge and net loss from operations in the amount of $764,719, resulting in an increase of net loss per share from $(0.03) to $(0.07) for the year ended December 31, 2006, as restated. In addition, exploration and evaluation assets and net assets decreased by $764,719; and the December 31, 2006 retained deficit was increased by $764,719. Cash flow from operating activities was not affected for the year ended December 31, 2006, however, a line item in the amount of $764,719 has been included to reconcile net loss from operation to cash flow from operations for the year ended December 31, 2006. Respective corrections were made for the restated cumulative amounts for the period from inception to December 31, 2006. The correct application of the impairment test did not affect any period other than the year ended December 31, 2006.

NOTE 11 – Litigation Settlement

The litigation filed by Dr. Ghareeb Awad and Transpacific Petroleum Corp. was settled out of court on January 24, 2007.  Under the terms of the settlement the Company agreed to issue 1,000,000 shares of common stock to Dr. Awad and to issue 1,000,000 common shares and pay $20,000 cash to Transpacific for the use of Transpacific’s EWA Seismic Mapping and interpreted Seismic Sections and additional technical information and for the signing by Dr. Awad and Transpcific to the Extension Agreement.   The fair value of the 2,000,000 shares is estimated to be $800,000 based on the most recent cash per share issuance of the Company’s common shares

NOTE 12 – Subsequent Events (Unaudited)

On January 5, 2008 Dover Investments Ltd., the current operator on the EWA Concession, entered into the Second Extension for the EWA Concession and the relinquishment of 25% of the original Concession.  The extension was pursuant to Sea Dragon putting in place a Letter of Guarantee of US$3,483,114.  This was completed on January 15, 2008 within the time allowable by EGPC.  As a result the Extension has been granted.

On April 29, the Company announced two new offerings of its common stock to investors in Canada: one offering on a flow-through basis at $0.25 per common share, pursuant to the Income Tax Act (Canada), and another non-flow-through offering at $0.20.  The Company expects to raise $1.9 million through the private placements.  The proceeds of the follow-through will be used o fund exploration on Mogul’s freehold oil and gas leases in Saskatchewan, Canada.  Closing of the private placements is expected to occur on May 31, 2008.

F-10

Mogul Energy International, Inc.

(an exploration stage enterprise)

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 of our latest Annual Report on Form 10-KSB, 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 our company and the terms "we", "us," and "our" mean Mogul Energy International, Inc. (the “Company”).

Business Development

We are a Delaware corporation formed on July 25, 2005, with our principal place of business in the State of Washington.  We are an independent oil and gas exploration company established to take advantage of the low cost acquisition opportunities near other producing and proven oil fields. Since our formation, we have engaged in only limited activities related to the acquisition of our property rights and financing activities. 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.

Our strategy is to expand through an aggressive plan of development of our current properties and, if warranted, the acquisition and development of properties that have:

§ Low entry cost as measured on a dollar per barrel for proven and potential reserves;

§ Ready access to infrastructure allowing for production within a short time period without significant capital commitments; and

§ Ready access to local and export markets without the need for immediate investment in pipeline construction projects.

Initially, we intend to use of third-party providers to engage in most if not all of our oil and gas producing activities.

Business of the Issuer

The Company is in the oil and gas exploration business.  Our business plan is focused on a strategy for maximizing the long-term exploration and development of our petroleum prospecting concessions in Saskatchewan, Canada and in the Gulf of Suez, Egypt. To date, execution of our business plan has largely focused on the acquisition of petroleum concessions in Canada and Egypt, as well as a prior drilling program on the Fairlight Prospect in Saskatchewan, and a drilling program on the EWA Concession in the Gulf of Suez. We intend to establish a going forward exploration and development plan.  In the near term, we are focusing on the Freehold Properties in Saskatchewan, Canada.  Other than the acquisition of our property interests, the drilling program on the Fairlight Prospect, and the drilling program on the EWA Concession, we have not engaged in any substantive business operations to date. We have engaged only in preliminary, exploratory activities, review of data pertaining to our properties, and the establishment of initial exploration plans.

2

Employees

In addition to our directors and officers we also have a full-time employee, and we hire independent contractor consultants as required. We will continue to outsource any additional contracts as needed.  If we are successful in our initial and any subsequent drilling programs we may retain additional employees or contractors.

Cash Requirements

For the next 12 months we plan to initiate a drilling program and explore for petroleum and natural gas on the Freehold Properties in Saskatchewan.  We do not have plans to continue our drilling program in Egypt at this time.

We will require additional funds to implement our growth strategy in our oil and gas exploration operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Over the next twelve months we intend to use all available funds to conduct a drilling program on the Freehold Properties.  We estimate that the following funding will be required over the next twelve months to conduct the drilling program on the oil and gas leases that form the Freehold Properties:

Estimated Funding Required During the Next Twelve Months

Drilling & Development	$	1,500,000	to	$	1,750,000
Offering Costs & Expenses	$	100,000	to	$	150,000
General Corporate Expenses	$	400,000	to	$	500,000
Working Capital	$	300,000	to	$	400,000
Total	$	2,300,000	to	$	2,800,000

The minimum expenditures noted above will allow us to drill three non-contingent oil and gas prospects and pay for general and administrative expenses. While our historic focus has been on the exploration and development of the EWA Concession and the Freehold Properties, over the next twelve months, we plan to focus substantially on the Freehold Properties.  Because our minimum estimated funding for the next twelve months is estimated to be between $2,300,000 to $2,800,000 and our total current assets as at March 31, 2008 were $374,928.  We will be required to raise additional funds at the present time. In the event that we are able to raise further funds, we will primarily expend such funds as described above

As at March 31, 2008, we had total assets of $1,679,430 as compared to $1,997,378 at December 31, 2007.   Non-Current assets increased as the Company increased as the Company has begun acquiring permits and initial work on the drilling program on the Freehold Properties.

During quarter ended March 31, 2008 capitalized costs of $46,667 were recognized as impaired and expensed, they pertained to a cash call from the operator of the EWA operator.  This compares to $1,302,177 recognized as impaired and expensed at December 31, 2007, of which, $1,264,317 was due to a dry hole drilled on the EWA Concession and $37,860 pertained to acquisition costs on our Freehold Properties in Saskatchewan due to leases either not opted for or discharged.  During 2006, the Company recognized an impairment charge of $764,719 due to a dry hole drilled on the Fairlight Prospect in Saskatchewan.  The lease for the Fairlight Prospect subsequently expired on March 31, 2007.

As at March 31, 2008, we had $ 1,106,176 in current liabilities relative to current liabilities of  $1,424,090 at December 31, 2007.  Our total liabilities decreased by approximately $318,000 due to the payment of accrued salaries to and repayment of loans to officers and directors as well as a number of overdue payables. The total owed for cash calls received from our Operator for drilling and abandonment costs related to our operations on the EWA Concession, which have subsequently been paid by Sea Dragon, increased from $680,033 at December 31, 2007 to $729,306 this quarter ended March 31, 2008.

Our financial statements report a net loss of $412, 621 for the quarter ended March 31, 2008, compared to $123,157 for the comparable quarter in 2007.   This increase is due to increases in travel and promotion expenses, legal fees and executive compensation.  In addition, the Company also recognized a charge of  $46,667 for a subsequent cash call obligation related to the EWA Concession

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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.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital. In this regard we have raised and will need to continue to raise additional capital as discussed above.

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 by us 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.

Recently Issued Accounting Standards

In July 2006, the FASB issued FASB Interpretation No. 48,“Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109” . FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement in fiscal 2007 did not have a material effect on our company's financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in Generally Accepted Accounting Principles (GAAP), and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting SFAS No. 157 but do not expect that it will have a material effect on our financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the over funded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement did not have a material effect on our company's future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 ”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “ Accounting for Certain Investments in Debt and Equity Securities ” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “ Fair Value Measurements”.

We do not expect that any of these recently issued accounting standards have a material effect on our company’s financial statements.

Application of Critical Accounting Policies

Our audited financial statements and accompanying notes are prepared in accordance with Generally Accepted Accounting Principles (GAAP) used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

4

Oil and Gas Properties

We follow the full cost method of accounting for our oil and gas operations. Under this method, all cost incurred in the acquisition, exploration and development of oil and gas properties are capitalized in one cost center, including certain internal costs directly associated with such activities. Proceeds from sales of oil and gas properties are credited to the cost center with no gain or loss recognized unless such adjustments would significantly alter the relationship between capitalized costs and proved oil and gas reverses.

If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling”, the excess is expensed in the period such excess occurs. The “full cost ceiling” is determined based on the present value of estimated future net revenues attributable to proved reserves, using current product prices and operating costs at the balance sheet date plus the lower of cost and fair value of unproved properties within the cost center.

Costs of oil and gas properties are amortized using the unit-of-production method based upon estimated proven oil and gas reserves upon the commencement of production. The significant unproven properties are excluded from the costs subject to depletion.

As at March 31, 2008, we do not have any proved reserves.

Stock Based Compensation

We implemented the following new critical accounting policy related to our stock-based compensation.  Beginning August 8, 2007, we began accounting for Stock options under the provisions of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (FAS 123(R)), which requires the recognition of the fair value of stock-based compensation. Under the fair value recognition provisions for FAS 123(R), stock-based compensation cost is estimated at the grant date based on the fair value of the awards expected to vest and recognized as expense ratably over the requisite service period of the award. We were already using the fair value method under SFAS 123 and the main difference is the estimation of forfeitures in order to estimate the awards not expected to vest. We have used the Black-Scholes valuation model to estimate fair value of our stock-based awards which requires various judgmental assumptions including estimating stock price volatility and expected life. Our computation of expected volatility is based upon historical volatility. In addition, we consider many factors when estimating expected life, including types of awards and historical experience.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being March 31, 2008, we evaluated the effectiveness of the design and operation of our disclosure control and procedures. 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 we designed to ensure that we record, process, summarize and report in a timely manner, the information we must disclose in reports that we file with or submit to the SEC. Since his appointment in September 29, 2005, Naeem Tyab, our President, and other management and officers have implemented measures to revise and improve our internal controls and procedures to increase our effectiveness. In addition, further changes will be implemented over the ensuing year to ensure compliance with internal policies and to evaluate on an ongoing basis the effectiveness of our policies and improved disclosure control and procedures as they relate to Section 404 of the Sarbanes-Oxley Act of 2002. In particular, as part of this program we have engaged an independent accounting firm experienced in GAAP to review and to advise in respect to the preparation of our financial statements, and to provide accounting counsel on various matters relating thereto on an ongoing basis. Further, we have also engaged independent accounting counsel with experience in matters relating to taxation on a multi-jurisdictional level, to advise and ensure the adequacy and accuracy of our tax reporting and disclosure and that we are in compliance in this regard. In addition to the foregoing we are continuing to implement further improvements to our internal controls and in particular, to segregate accounting and financial reporting duties. There have been no changes in our internal control over financial reporting during this period that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as discussed herein.

5

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.

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 to Part I of our Annual Report on Form 10-KSB for the year ended December 31, 2007.

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

Between January 1, 2008 and March 31, 2008, the Company sold 2,449,667 common shares at $0.15 per share in private placements, raising $367,450.05.  The shares issued under the private placements have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and were not offered or sold directly or indirectly within the United States or to or for the account or benefit of U.S. Persons (as such term is defined in Regulation S, as promulgated under the Securities Act), absent registration or an applicable exemption from registration.  The shares were sold only to persons who were not U.S. Persons and who otherwise satisfy the requirements of the applicable securities laws of the jurisdiction of their residency.  As such, the Company believes that the private placements are exempt from registration under Regulation S, as promulgated under the Securities Act.

The Company anticipates that it will raise approximately $1.9 million through private placements which will close on or before May 31, 2008.  The Company believes that these private placements are exempt from registration under Regulation S, as promulgated under the Securities Act.

Item 3.    Defaults Upon Senior Securities

None

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

None

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Item 5.    Other Information

On April 24, 2008, the Company closed an Agreement of Purchase and Sale (the “Agreement”) with Egypt Oil Holdings Ltd. (“Egypt Oil”), Sea Dragon Energy Inc. (“Sea Dragon”), and Dover Investments Limited (“Dover”), and a related Share Exchange Agreement.  Under the Agreement, dated March 21, 2008, Mogul agrees to sell its 20% working interest in the East Wadi Araba (EWA) Concession in the Gulf of Suez, Egypt in exchange for satisfaction of its outstanding liabilities (the “Debt Obligation”) relating to the Company’s drill program on the EWA Concession, and a cash payment of US$100,000 and equity participation in Sea Dragon in the amount of 4 million (4,000,000) shares.  Ninety percent (90%) of the 4 million shares will be held in voluntary escrow until the earliest of: (1) Sea Dragon publicly releases the results of an exploratory well drilled on the East Wadi Araba (EWA) Concession in the Gulf of Suez in the Arab Republic of Egypt, or (2) July 31, 2009.  The Company estimates that the Debt Obligation to be covered by the Agreement will be at least US$650,000.  The Company anticipates that it will be seeking shareholder approval of the Agreement.  The full text of the Purchase and Sale Agreement dated March 21, 2008 is incorporated by reference from our Current Report on Form 8-K filed on April 30, 2008.

Item 6.    Exhibits

Exhibit Number
(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)*
5.1	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)*

7

10.18	Form of Stock Option Agreement (incorporated by reference from our Current Report on Form 8-K filed on August 10, 2007)*
10.19	Purchase and Sale Agreement dated March 21, 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 30, 2008)*
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)*
31.1	Certification of Principal Executive Officer pursuant to Section 302
31.2	Certification of Principal Financial and Accounting Officer pursuant to Section 302
32.1	Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 1350
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 filed on November 17, 2006.

2 Filed with our Registration Statement on Form SB-2/A filed on February 6, 2007.

3 Filed with our Registration Statement on Form SB-2/A filed on March 29, 2007.

4 Filed with our Registration Statement on Form SB-2/A filed on April 25, 2007.

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:  May 15, 2008

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